Transformers and Rectifiers India Limited (TARIL), one of India’s well-known transformer manufacturers, has formally announced the resignation of Independent Director Ajay S. Patil. The development was communicated to both BSE and NSE through an official regulatory filing dated 18 November 2025. The resignation is effective from the close of business hours on 12 November 2025, following the submission of Mr. Patil’s formal letter addressed to the company’s Chairman.

The resignation is described as a decision driven entirely by professional and personal commitments, a reason that Mr. Patil clearly highlighted in his resignation letter. He emphasised that the demands on his time are expected to increase significantly, making it challenging for him to continue contributing effectively to the responsibilities associated with an independent directorship role in an organisation of TARIL’s scale and operational complexity.

The company, in its official statement, further clarified that the resignation does not impact Board composition, nor does it affect any committee memberships, since the outgoing director was not part of any committees. TARIL assured the exchanges that it continues to remain fully compliant with the requirements under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, commonly known as SEBI LODR Regulations.

Background of the Resignation

According to the details provided in the regulatory disclosure, Mr. Ajay S. Patil (DIN: 01217000) tendered his resignation after assessing the increasing load of his professional commitments. His letter reflects a careful and thoughtful decision-making process. He notes that his responsibilities elsewhere are expected to require “significantly greater time and attention,” making it difficult for him to meet the governance and oversight expectations associated with an independent directorial role at TARIL.

In his letter, Mr. Patil acknowledges that the company is currently in an important phase of its growth and operational expansion. He recognised that the evolving nature of the organisation requires substantial involvement in governance, compliance, and monitoring activities, areas where an independent director plays a crucial role by contributing objective oversight.

Not being able to dedicate adequate time, in his view, would not be fair to the organisation or its stakeholders. As such, he determined that stepping down would allow the company to appoint another individual capable of devoting full attention to the responsibilities associated with the position.

Importantly, Mr. Patil also confirmed that there were no additional material reasons for his resignation beyond those explicitly stated. Such a statement is a mandatory requirement under SEBI regulations to ensure transparency in corporate governance.

Company Confirmation and Compliance

TARIL, in its filing, reiterated that the resignation causes no changes to the structure of the Board or its committees. Since Mr. Patil was not a member of any of the company’s committees, such as the Audit Committee, Nomination and Remuneration Committee, or Stakeholders Relationship Committee, no reconstitution was required.

The company also assured the exchanges that it remains fully compliant with all prescribed SEBI LODR norms. In line with regulatory requirements, TARIL enclosed the following documents with the filing:

• Annexure I: Details required under Regulation 30 of SEBI LODR Regulations, including reason for resignation, cessation date, and disclosures regarding the outgoing director.

• Annexure II: The resignation letter written and submitted by Mr. Patil.

These disclosures reflect transparency and adherence to governance standards, which are key components of a listed company’s obligations.

Additional Profile Details of the Outgoing Director

Though the resignation notice states that a brief profile is not applicable since the event relates to cessation, the company did disclose other relevant details. Mr. Ajay S. Patil holds a directorship in Alicon Castalloy Limited, where he serves as a Non-Executive Independent Director. He also holds several committee positions there, including:

• Chairperson of the Audit Committee

• Chairperson of the Stakeholders Relationship Committee

• Member of the Risk Management Committee

These responsibilities, combined with his professional obligations outside these directorships, contribute to the increasing demands on his time.

The Role of Independent Directors in Corporate Governance

Independent directors play an important role in ensuring that listed companies maintain transparency, accountability, and strong corporate governance practices. Their responsibilities often include reviewing financial statements, overseeing compliance mechanisms, contributing to risk management, monitoring internal controls, and ensuring that the interests of shareholders—particularly minority shareholders—are protected.

Given these responsibilities, independent directors are expected to bring an objective, unbiased perspective to Board decisions. This often requires a considerable time commitment for reviewing documents, participating in meetings, understanding operational developments, and engaging in strategic deliberations.

In his letter, Mr. Patil acknowledged these expectations and concluded that he would not be able to meaningfully fulfil them due to competing commitments. His decision highlights an important aspect of governance: the need for Board members to dedicate adequate time to their roles to ensure efficient functioning of the company.

Commitment to Transparency in the Resignation Letter

Mr. Patil’s resignation letter reflects professionalism and consideration. He noted that the company is in a crucial phase where governance oversight is essential. He also stated that the company deserves an independent director who can “devote the requisite time and continuous focus” to these responsibilities. He further expressed appreciation for the opportunity to serve on the Board and extended his best wishes to the company, its leadership, and its employees.

Such clarity and thoroughness reinforce good governance practices, especially in a regulatory environment where listed companies are required to ensure complete transparency with respect to Board changes.

About Transformers and Rectifiers India Limited (TARIL)

TARIL is one of the leading transformer manufacturers globally, widely recognised for its engineering capabilities and strong operational capacity. The company is the second-largest transformer manufacturing entity in India based on capacity. With three state-of-the-art plants located in and around Ahmedabad, Gujarat, the company produces:

• Power Transformers

• Distribution Transformers

• Furnace Transformers

• Specialty Transformers

TARIL has built a reputation for developing world-class transformer solutions tailored to diverse industrial applications. The company’s market presence is supported by a team of nearly 1200 skilled and experienced employees. The workforce consistently operates in alignment with strict quality benchmarks, enabling TARIL to compete effectively in domestic and international markets.

Given its scale and operational reach, the company places strong emphasis on transparency, governance, and compliance—areas where independent directors play a vital oversight role.

Impact of the Resignation

While any Board resignation is a significant event, TARIL clarified that this development does not disrupt its governance structure, as the outgoing director was not part of any committees. Furthermore, the company’s assurance regarding continuous compliance with SEBI LODR norms reinforces that operations and governance remain stable.

From a corporate strategy standpoint, the Board may now begin evaluating potential candidates to fill the vacant independent directorship. SEBI regulations require listed companies to maintain a specific proportion of independent directors on their Boards, particularly when the Chairman is a promoter or related to the promoter group. As TARIL remains compliant, the next appointment will likely be undertaken as part of its regular governance process.

Regulatory Requirements and TARIL’s Response

Under Regulation 30 of SEBI LODR Regulations, listed companies are required to disclose any resignation of directors, along with detailed reasons, to the stock exchanges. The notification must include:

• Reason for resignation

• Date of cessation

• Confirmation from the resigning director that there are no undisclosed material reasons

• Details of other directorships

• Committee memberships

• Additional documentation such as resignation letters

TARIL’s filing includes all required details, ensuring full transparency.

Industry Observations

Resignations of independent directors are not uncommon across listed entities in India. The role demands time, expertise, and continuous involvement. Many individuals serving in these positions often have multiple professional engagements, including corporate, advisory, and academic commitments.

In recent years, regulatory requirements for independent directors have become more stringent. SEBI has emphasised clear disclosures, enhanced accountability, and timely reporting. Therefore, individuals unable to allocate adequate time often choose to step down to ensure compliance and uphold governance standards.

Mr. Patil’s resignation aligns with this broader trend of ensuring that the Board remains staffed with individuals who can offer meaningful time and expertise to the company.

Conclusion

The resignation of Independent Director Ajay S. Patil marks an important development at Transformers and Rectifiers India Limited. While the decision stems from personal and professional constraints, it reflects a responsible and transparent approach to governance. Both the company and the outgoing director have followed the necessary regulatory process with clarity and completeness.

The company remains compliant with all SEBI regulations, and its Board composition remains unaffected. As TARIL prepares for its next phase of growth in India’s transformer manufacturing industry, the organisation continues to operate with strong governance foundations.

The coming months may see the appointment of a new independent director who can contribute time, expertise, and oversight aligned with the company's long-term strategic goals.

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