Tulasee Bio-Ethanol Ltd Directors Report

To the Members,

The Directors hereby submit their Board Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2025.

1. FINANCIAL RESULTS & REVIEW OF BUSINESS OPERATIONS

The Companys financial performance for the year under review along with the previous years figures is given hereunder:

Particulars	31/03/2025	31/03/2024
Profit before tax	(12,96,260)	(13,41,967)
Current tax expense	NIL	NIL
Deferred tax expense	NIL	NIL
Profit/Loss for the period from continuing operations	NIL	NIL
Profit/Loss from discontinuing operations	NIL	NIL
Tax expense of discontinuing operations	NIL	NIL
Profit/Loss from discontinuing operations (after tax)	NIL	NIL
Profit/Loss transferred/adjusted to General Reserve	NIL	NIL
Basic earnings per equity share	(0.22)	(0.23)
Diluted earnings per equity share	(0.22)	(0.23)

2. DIVIDEND

No Dividend was declared for the current financial year due to inadequate Profits.

3. THE CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in business of the Company during the period under review.

4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT.

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of the report.

5. CONSERVATION OF ENERGY, TECHNOLOGY OBSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows: Foreign Exchange Earnings : NIL

Foreign Exchange outgo	: NIL
Energy Absorption	: NA

A. the steps taken or impact on conservation of energy: NA

B. the steps taken by the Company for utilizing alternate source of energy: NA C. the Capital investment on energy conservation equipments: NA

Technology Absorption: NA

A. the efforts made towards technology absorption: NA

B. the benefits derived like product improvement, cost reduction, product development or import substitution: NA C. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NA

a) the details of technology imported: NA b) the year of import: NA c) whether the technology been fully absorbed: NA d) the expenditure incurred on Research and Development: NA

6. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has a Risk Management Policy however the elements of risk threatening the Companys existence are very minimal.

7. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no contracts or arrangements were made with related parties pursuant to Section 188 of the Companies Act, 2013 during the year under review.

10. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no adverse remarks or qualifications in the Auditors report.

The Secretarial Audit Report received from M/s. Sandeep P. Parekh & Co, Company Secretaries is annexed herewith as "Annexure 2".

1. The Company has not appointed Internal Auditor under Section 138 of the Companies Act, 2013.

The turnover of the company is not sufficient to meet the requirements specified under Section 138 of the Companies Act, 2013. Further, due to non-operation in our business activity, Company is not in a position to comply with this requirement.

Hence companies economic conditions are not favorable to its current market position due to which it is not able to appoint Internal Auditor, but the Company would be appointing the same in future and follow adequate requirements of the Companies Act, 2013.

11. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration and evaluation criteria for performance of Independent Directors.

12. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure 1 and attached to this Report.

13. MEETING OF BOARD AND COMMITTEES OF DIRECTORS

During the year 5 Board Meetings, 4 Audit Committee Meetings, 1 Stakeholder Relationship Committee Meeting and 2 Nomination & Remuneration Committee Meetings were convened and held. The details of the same along with other Committees of Board are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The Company has complied with the requirements of Applicable provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 in respect of the Composition of the Board.

None of the Independent Directors have any material pecuniary relationship or transactions with the Company.

Necessary disclosures regarding composition of the Board, category, attendance of Directors at the Board Meetings and last Annual General Meeting, number of other Directorship and other Committee Memberships are given below:

Name of Directors	Category	No. of Board Meetings attended	No. of Directorships held in other Companies	Attendance at last AGM	No. of Committee positions held in other Companies
					Chairman of Committee	Member of Committee
*Anil Goyal	Non- Executive Independent Director	2	16	No	0	0
Kapil Lalitkumar Nagpal	Executive Director & MD	5	3	Yes	0	0
*Ashwin Gajanan Pandya	Non- Executive Independent Director	2	0	No	0	0
*Kishor Ramji Tank	Non- Executive Independent Director	2	0	No	0	0
Kritika Lalit Nagpal	Non- Executive Women Director	5	2	Yes	0	0
*Santosh Mayekar	Non- Executive Independent Director	3	1	No	0	0
*Rajesh Ramchandra Ambre	Non- Executive Independent Director	3	0	No	0	0

*Resigned & appointed with effect from 27.08.2024

NUMBER OF BOARD & AUDIT COMMITTEE MEETINGS

	BOARD MEETINGS
Sr. No.	Date	Board Strength	No. of Directors Present
1.	24/05/2024	5	5
2.	30/07/2024	5	5
3.	27/08/2024	5	5
4.	25/10/2024	4	4
5.	05/02/2025	4	4

 

	AUDIT COMMITTEE MEETINGS
Sr. No.	Date	Committee Strength	No. of Committee Members Present
1.	24/05/2024	3	3
2.	30/07/2024	3	3
3.	25/10/2024	3	3
4.	05/02/2025	3	3

The details of the composition of the Committee and attendance of the members at the meetings are given below:

Name of Director	No. of Committee Meetings Held	No. of Committee Meetings Attended
**Mr. Santosh Mayekar - Chairman & Independent, Non- Executive Director	2	2
**Mr. Rajesh Ramchandra Ambre - Member & Independent Director	2	2
Ms. Kritika Lalit Nagpal - Member & Non-Executive Director	4	4
*Mr. Ashwin Pandya - Independent, Non- Executive Director	2	2
*Mr. Anil Goyal - Member & Independent Non- Executive Director	2	2
*Mr. Kishor Tank - Member & Independent Non- Executive Director	2	2

*Mr. Ashwin Pandya, Mr. Anil Goyal and Mr. Kishor Tank have resigned as the independent directors of the Company w.e.f. 27/08/2024.

**Mr. Santosh Mayekar and Mr. Rajesh Ramchandra Ambre have appointed as the independent directors of the Company w.e.f. 27/08/2024.

The Audit Committee meetings were attended by the Non-Executive Chairman and Director. The representatives of the Statutory Auditors were also invited to the meeting.

The detail of other committee meetings is as follows

o NOMINATION AND REMUNERATION COMMITTEE

During the financial year there were two meetings held on 24/05/2024 & 05/02/2025

Details of attendance of the members at the meetings are given below:

Name	Designation	No. of Meetings attended
**Mr. Santosh Mayekar	Independent Non-Executive Director	1
**Mr. Rajesh Ambre	Independent Non-Executive Director	1
Ms. Kritika Lalit Nagpal	Non-Executive Director	2
	Independent Non-Executive Director	1
*Mr. Ashwin Pandya - Independent, Non- Executive Director	Independent Non-Executive Director	1
*Mr. Anil Goyal - Member & Independent
Non- Executive Director	Independent Non-Executive Director	1
*Mr. Kishor Tank - Member & Independent Non- Executive Director

*Mr. Ashwin Pandya, Mr. Anil Goyal and Mr. Kishor Tank have resigned as the independent directors of the Company w.e.f. 27/08/2024.

**Mr. Santosh Mayekar and Mr. Rajesh Ramchandra Ambre have appointed as the independent directors of the Company w.e.f. 27/08/2024.

Salient Features of Nomination and Remuneration Policy

Further, Nomination and Remuneration Policy of the Company is available on the website of the Company at https://www.tulaseebio-ethanolltd.com

o SHAREHOLDER RELATIONSHIP COMMITTEE

During the financial year there was one meeting held on 05/02/2025. Details of the members at the meetings are given below:

Name	Designation	No. of Meetings attended
**Mr. Santosh Mayekar	Independent Non-Executive Director	1
**Mr. Santosh Mayekar	Independent Non-Executive Director	1
Ms. Kritika Lalit Nagpal	Non-Executive Director	1
*Mr. Ashwin Pandya - Independent, Non- Executive Director	Independent Non-Executive Director	0
*Mr. Anil Goyal - Member & Independent Non- Executive Director	Independent Non-Executive Director	0
*Mr. Kishor Tank - Member & Independent Non- Executive Director	Independent Non-Executive Director	0

*Mr. Ashwin Pandya, Mr. Anil Goyal and Mr. Kishor Tank have resigned as the independent directors of the Company w.e.f. 27/08/2024.

**Mr. Santosh Mayekar and Mr. Rajesh Ramchandra Ambre have appointed as the independent directors of the Company w.e.f. 27/08/2024.

14. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

Pursuant to Section 177 of the companies Act, 2013 the Audit committee was formed, the said committee consist of 2 (Two) Independent Directors, which are as follows:

Mr. Santosh Mayekar Chairman & Independent, Non-Executive Director Mr. Santosh Mayekar - Member & Independent Director Ms. Kritika Lalit Nagpal - Member & Non-Executive Director

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The objective of the Policy is to explain and encourage the directors and employees to raise any concern about the Companys operations and working environment, including possible breaches of Companys policies and standards or values or any laws within the country or elsewhere, without fear of adverse managerial action being taken against such employees.

15. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement: a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period; c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. the directors had prepared the annual accounts on a going concern basis; and e. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. f. internal financial controls to be followed by the company had been laid down and that such internal financial controls are adequate and were operating effectively. g. the directors have complied with the provisions of applicable Secretarial standards.

16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Joint Ventures / Associate Companies.

17. DIRECTORS & KMP

During the year under review, Mr. Santosh Mayekar has been appointed as an Additional Director (Independent & Non-Executive) w.e.f. 27th August, 2024 and his designation has been changed to Director (Independent & Non-Executive) w.e.f 27th September, 2024.

Mr. Rajesh Ramchandra Ambre has been appointed as an Additional Director (Independent & Non-Executive) w.e.f. 27th August, 2024 and his designation has been changed to Director (Independent & Non-Executive) w.e.f 27th September, 2024.

Mr. Ashwin Pandya Gajanan, Mr. Kishor Ramji Tank and Mr. Anil Goyal have resigned from the position of Directorship in the Company w.e.f. 27th August, 2024.

Apart from the above, no changes took place in the Board of Directors of the Company during the year under review.

Ms. Kritika Nagpal Lalit retires by rotation in the ensuing Annual General Meeting being eligible offer herself for the reappointment.

Further, the board also recommended the re-appointment of Mr. Kapil Nagpal as Managing Director for a period of Five years in the ensuing Annual General Meeting.

18. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

19. DECLARATION OF INDEPENDENT DIRECTORS

The Company has complied with the criteria as per the provisions of Section 149 (6) Companies Act, 2013 for Independent Directors.

20. STATUTORY AUDITORS

M/s. A. C. Jhaveri & Associates, Chartered Accountants (FRN: 137585W) have been appointed as Statutory Auditors of the Company for a period of 5 years at the Annual General Meeting held on 28/09/2022 till the conclusion of Annual General Meeting to be held in 2027.

The Company has received a certificate from the Statutory Auditors confirming their eligibility in accordance with the provisions of Section 141 of the Companies Act, 2013.

21. SHARES a) BUY BACK OF SECURITIES

The Company has not bought back any shares during the year under review.

b) SWEAT EQUITY

The Company has not issued any Sweat Equity shares during the year under review. c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option scheme to the employees.

e) DEMATERIALISATION

The shares of the Company were in physical form and LIIPL and NSDL has been admitted for depository services. The ISIN no is: INE276N01011.

22. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

23. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYfS

OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

24. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

The Company has an adequate internal financial control policy.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the financial year ended 31st March, 2025:

No. of complaints received: NIL

No. of complaints disposed off: NA

No. of complaints pending for more than 90 days: NA

26. STATE OF COMPANYfS AFFAIRS

The Company is presently inactive in its operations.

27. THE CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in business of the Company during the period under review.

28. CORPORATE GOVERNANCE

The Companys Paid up Capital and Net worth do not exceed the prescribed limits as on the Financial year 2024-25 and the provisions of corporate governance as specified in Regulation 17, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and paras C, D and E of Schedule V of the SEBI (LODR) Regulation, 2015 are not applicable on the Company.

29. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Managements Discussion and Analysis Report which forms a part of this report.

30. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Applicable provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees.

The Boards performance for the current year was assessed on the basis of participation of directors, quality of information provided/available, quality of discussion and contribution etc. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering the aforesaid aspects of the Boards functioning. The overall performance of the Board and Committees of the Board was found satisfactory.

The overall performance of Chairman, Executive Directors and the Non-Executive Directors of the Company is satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.

31. STATEMENT REGARDING THE OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

Two Independent Directors were appointed during the year under review. Further, in the opinion of the Board, the Independent Directors of the Company possess the requisite integrity, expertise and experience as required by the Company.

32. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No such process was initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC).

33. DETAILS OF ONE TIME SETTLEMENT

The provision of details and disclosure of One Time settlement is not applicable to the Company, therefore disclosure of the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is also not applicable.

34. COST RECORDS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintenance is not applicable to the Company.

35. DISCLOSURE UNDER THE MATERNITY BENEFIT (AMENDMENT) ACT, 2017

The provisions of the Maternity Benefit Act, 1961 are not applicable to the Company during the financial year ended 31/03/2025, as the Company does not fall within the thresholds specified under the Act in terms of employee strength or nature of establishment.

36. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

	FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
	Sd/-	Sd/-
	Kapil Lalitkumar Nagpal	Rajesh Ambre
	Managing Director	Director
	DIN: 01929335	DIN: 10749943
Date: 30.08.2025
Place: Raigad