A turbo-compounding system may include a first turbine, a turbocharger, a bypass passageway and a valve. The first turbine may include an inlet in fluid communication with an exhaust manifold and an outlet in fluid communication with a fluid passageway. The first turbine may be drivingly coupled to an engine. The turbocharger includes a first compressor and a second turbine. The first compressor receives an intake fluid at a first pressure and discharges the intake fluid at a second pressure. The second turbine may drive the first compressor and receive exhaust gas from the fluid passageway downstream of the outlet of the first turbine. The bypass passageway may include a first end fluidly coupled with the engine exhaust manifold and a second end fluidly coupled with the fluid passageway downstream from the first turbine and upstream of the second turbine. The valve controls fluid-flow through the bypass passageway.