Tulsyan NEC Ltd Directors Report

Dear Members,

We are pleased to present the Seventy Eighth (78th) Boards Report along with the audited standalone and consolidated financial statements and the Auditors Report of the Company for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS:

(Amount in Rs. Lakhs)

	Standalone		Consolidated
Particulars	FY 2025	FY 2024	FY 2025	FY 2024
Total Revenue	80,083.08	97,352.92	87,178.37	99,459.04
Total Expenses excluding Interest & Depreciation	78,703.15	95,797.85	85,450.17	97,509.31
Profit Before Interest & Depreciation	1,379.93	1,555.07	1,728.20	1,949.73
Interest	6,414.63	3,895.34	6,689.97	4,173.34
Depreciation	2,234.91	2,487.85	2,294.12	2,542.90
Profit before tax and exceptional items	(7,269.61)	(4,828.12)	(7,255.89)	(4,766.51)
Exceptional Items	0.00	0.00	0.00	0.00
Current Tax	0.00	0.00	0.00	0.00
Tax Expenses Deferred Tax	0.00	0.00	0.00	(44.04)
Income Tax Earlier Years	0.00	188.93	0.00	188.93
Profit for the year	(7,269.61)	(5,017.05)	(7,255.89)	(4,911.40)
Other comprehensive income, net	8.15	(223.73)	8.15	(223.73)
Total comprehensive income	(7,261.45)	(5,240.78)	(7,247.73)	(5,135.13)
Earnings per Basic share (EPS)	(44.16)	(30.31)	(44.08)	(29.67)
Diluted	(44.16)	(30.31)	(44.08)	(29.67)

STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

The standalone and consolidated financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (‘Ind AS) as notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended. The financial highlights and the results of the operations, including major developments have been further discussed in detail in the Management Discussion and Analysis Report.

RESULTS OF OPERATIONS AND STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

During the financial year ended March 31, 2025, India retained its position as the worlds second-largest producer of crude steel. The Countrys crude steel production capacity and output experienced growth in early 2024. However, the industry faced multiple headwinds, including unbalanced import dynamics, volatility in raw material prices, and sustained pressure on profit margins. Despite a projected increase in domestic demand, the steel sector contended with declining global prices and heightened competition, which impacted realizations.

In the power segment, the Captive Power Plant (CPP) model encountered challenges due to a significant hike in wheeling charges imposed by the State Government. This development rendered the CPP model less viable. Consequently, a strategic shift was made during FY 2024-25 from the Captive Power Plant model to an Independent Power Plant (IPP) model, enabling the Company to improve on power sales through energy exchanges and third parties. While such power sales are inherently seasonal, the Power Division registered reasonable growth during the year under review, supporting the Companys overall performance.

During the financial year 2024–25, the Company initiated multiple capital-intensive projects aimed at improving operational efficiency and reducing long-term costs. These initiatives involved retrofitting and installation of new furnace, which, while essential for future gains, temporarily disrupted regular production processes. Also, there was frequent shift in market equilibrium of intermediate goods during the year. As a result, the Companys TMT sales volume declined to 1,22,300 tons, compared to 1,40,156 tons in the previous year, registering a 12.74% decrease. However, these strategic upgrades are expected to enhance production efficiency and contribute to improved margins in the coming years.

The loss after tax for the year stood at Rs.7,270 lakhs, as against a loss of Rs.5,017 lakhs in the previous year, marking an increase of Rs.2,253 lakhs mainly on account of finance costs. Additionally, the Companys operations remained under pressure due to a substantial decline in steel prices, further affecting profitability for the year under review.

FUTURE OUTLOOK Steel

Production of Specialty Steel: Covered under Production Linked Incentive (PLI) Scheme:

The Company has made an application for PLI Scheme during the year 2024-25 and it is looking forward to manufacture specialty steel under PLI scheme. The PLI scheme is a government initiative in India designed to boost domestic manufacturing, attract investments, and enhance the competitiveness of Indian Companies in global markets. It provides financial incentives to Companies based on their incremental sales from products manufactured in India.

Leveraging on the Existing Facilities:

Capex requirement of Specialty Steel is very high in respect of green field projects and requires huge initial capital investment.

As we already have investment in the steel processing, capital investment required will be only to meet costs of re-purpose of the existing processes and accordingly, the capital investment requirement will be lower by about 60% to 70% of a new project setup. This places the Companys operations vis-a-vis other manufacturers in an advantageous position. In addition to the regular profitability the Company expects to benefit from the incentive.

Key benefits for Companies participating in the PLI Scheme for specialty steel:

• Financial Incentives:

The Scheme provides incentives ranging from 4% to 12% on incremental sales of eligible specialty steel products manufactured in India, over a base year (FY 2019-20), for a period of five years.

• Investment and Capacity Addition:

The Scheme aims to attract significant investments in the specialty steel sector, leading to increased production capacity and the creation of new manufacturing facilities.

• Reduced Import Dependence:

By incentivizing domestic production, the Scheme helps to reduce Indias reliance on imported specialty steel, promoting self-reliance.

• Technological Advancement:

The Scheme encourages Companies to adopt advanced technologies and manufacturing processes, leading to improved product quality and efficiency.

• Job Creation:

The expansion of the specialty steel industry through the PLI Scheme is expected to create numerous direct and indirect jobs.

• Global Competitiveness:

By enhancing domestic manufacturing capabilities and product quality, the Scheme aims to make Indian specialty steel globally competitive.

• "Made in India" Branding:

The Scheme supports the "Made in India" branding of steel products, enhancing consumer trust and enabling manufacturers to position their products under the "Brand India" umbrella in the international market.

• Potential for Innovation:

The focus on specialty steel encourages innovation in product development and manufacturing processes, leading to the creation of new and advanced steel products.

• Streamlined Processes:

The Scheme includes provisions for addressing challenges like carry-forward of excess production and reducing minimum investment requirements, making it easier for Companies to participate and claim incentives.

Tulsyan NEC Limited Gets Green Steel Certificate with 5 Star Rating:

During the year under review, the Company obtained 5 Star Rating under the Green Steel Certification Program of the National Institute of Secondary Steel Technology (NISST).

The Green Steel Certificate is part of Indias ambitious initiative to decarbonize its steel sector and achieve net-zero emissions by 2070. India has become the first country in the world to introduce a Green Steel Taxonomy, which establishes clear guidelines for determining the environmental sustainability of steel production. The concept of "Green Steel" is defined by the amount of CO2 emissions released during the steel production process, with a threshold of 2.2 tonnes of CO2 equivalent per tonne of finished steel. Steel plants with emissions lower than this threshold are eligible for green certification, and the level of certification is determined based on how much their emissions fall below this standard.

To facilitate this process, the Ministry of Steel & Heavy Industries has outlined a rating system for Green Steel. The rating is classified into three categories: five-star, four-star, and three-star, depending on the emission intensity. Five-star rated steel has emissions below 1.6 t-CO2e/tfs, while four-star and three-star ratings are given for steel with emission intensities between 1.6-2.0 and 2.0-2.2 t-CO2e/ ifs, respectively. Steel with emission levels exceeding 2.2 t-CO2e/tfs is excluded from the green certification. This rating system allows consumers and businesses to easily identify steel products that contribute to a cleaner and more sustainable environment.

The Green Steel Certificate is issued on an annual basis by the National Institute of Secondary Steel Technology (NISST), which serves as the nodal agency for Measurement, Reporting, and Verification (MRV). This certification ensures transparency and accountability in the steel sector by verifying the emissions associated with steel production. The ratings will be reviewed every three years to adjust the thresholds as the industry progresses toward lower emissions. In the future, steel plants may opt for more frequent MRV assessments to receive updated certificates more than once a year. This initiative not only sets a global benchmark but also positions India as a leader in green industrial transformation.

Benefits of the Green Steel Certificate:

• Encourages Sustainable Steel Production: The Green Steel Certificate promotes the adoption of low-carbon technologies and practices within the steel industry. By setting clear emission thresholds, it motivates steel plants to reduce their carbon footprint, leading to more sustainable steel production processes.

• Enhances Transparency and Accountability: The certification provides a transparent mechanism for tracking and reporting emissions. It ensures that steel producers are held accountable for their environmental impact, making it easier for consumers and businesses to make informed decisions based on sustainability criteria.

• Promotes Global Leadership in Green Industry: As the first country to establish a Green Steel Taxonomy, India sets a global benchmark in green industrial practices. This certification positions India as a leader in sustainable steel production, encouraging other nations to adopt similar measures.

• Attracts Green Investment: Steel plants with higher green ratings can attract investments from environmentally conscious investors and stakeholders. The certification aligns with global sustainability goals, making green-rated steel more appealing to markets that prioritize low-carbon products.

• Supports Indias Net-Zero Target by 2070: The Green Steel Certification directly contributes to Indias goal of achieving net-zero emission intensity by 2070. By incentivizing steel producers to lower their emissions, the certification helps drive the Countrys broader climate action agenda.

• Increases Consumer Awareness and Choice: With clear star ratings based on emission intensity, consumers can easily choose more environmentally friendly steel products. This empowers buyers to support brands and products that align with their values regarding climate change and sustainability.

• Fosters Innovation in Steel Production: The need to meet stringent emission standards encourages innovation within the steel industry. Producers are likely to invest in new technologies and processes that reduce emissions, leading to advancements in energy efficiency and cleaner production methods.

• Facilitates Compliance with International Environmental Standards: The Green Steel Certification aligns with global sustainability and climate change goals, helping Indian steel producers meet international environmental standards. This makes Indian steel more competitive in global markets where sustainability is increasingly prioritized.

• Creates a Market for Green Steel: By formalizing the definition and certification of green steel, India is helping to create a market for environmentally sustainable steel products. This can lead to increased demand for green steel domestically and internationally, stimulating economic growth in the sector.

We are proud to declare that the Companys CO2 emission is found to be 1.3 t-CO2e/tfs and hence, we are rated under Five-star.

Efforts to obtain LEED International Certification:

Leadership in Energy and Environmental Design (LEED) Certificate offers a framework for business entities to work for healthy, efficient, carbon-neutral, and cost-effective green buildings. Being recognized globally as a symbol of sustainability development, LEED is supported by an entire community of environmentally-friendly industries and individuals with the motive to transform todays market and bring green buildings into the mainstream.

In more simple terms, LEED certification is a green building scoring mechanism to evaluate the environmental performance of all buildings, including commercial and residential ones. It assesses the architectural aspects of buildings from several perspectives, including sustainability, the efficiency of energy use, water conservation, materials, etc. Someone might ask, "Whats the point of all of these?" Well, for one we can say, it ensures the businesses that indulge in construction activities are operating as per the LEED certification requirements, which means, they are environmentally responsible, clean, and cost-effective.

Relevance of LEED Certification in India and its Impact on the Steel Industry:

It is understandable that questions may arise regarding the relevance of LEED Certification within the Indian context. However, it is important to note that the certification holds significant value and applicability in the Country. India proudly secured the third position globally in the U.S. Green Building Councils (USGBC) annual rankings for LEED-certified green buildings in 2021. The Country recorded an impressive 146 certified buildings and spaces, covering over 2.8 million gross square meters (GSM). This achievement highlights the growing awareness and commitment toward sustainable and energy-efficient infrastructure in India.

This remarkable feat is not incidental — it signals a strong shift toward sustainability that industries, including the steel sector, can no longer overlook. LEED (Leadership in Energy and Environmental Design) certification is emerging as a key differentiator for businesses focused on future-readiness, environmental responsibility, and operational efficiency.

Benefits of LEED Certification:

For the steel industry in particular, which is both energy-intensive and emission-heavy, adopting LEED standards brings numerous benefits:

• Ensure Energy Savings: Who wouldnt like to save operational costs, especially when it comes to building infrastructure which often involves massive investments? With LEED certification, you can make your building project energy efficient, using technologies like solar panels and bringing down the expenditure on energy use. Besides this, it can also help you contribute to a better environment as less energy requirement means less emission of harmful greenhouse gases.

• Less Usage of Water: India comes among the most water-stressed Countries as with over 18% global population and just 4% of the worlds water resources, the problem of water scarcity is at its worst today. Here, the LEED certificate can play an important role as it motivates the real estate industry to design their buildings to ensure the conservation of water as much as possible.

• High IEQ (Indoor Environmental Quality): Indoor Environmental Quality (IEQ) is nothing but conditions inside a building, alongside the health of those who occupy it. It involves air quality, lighting, thermal conditions, and the effects they have on the people living in such a place. LEED certification aims for a high IEQ, to offer a clean and healthy atmosphere for occupants. Thats the reason we see LEED-certified buildings promoting concepts, like ventilation, delighting, and the use of low-emitting materials.

• Better Building Valuation: Higher valuation compared to traditional buildings is the reason major real-estate developers of the Country are taking more and more interest in the development of green buildings. The quality and sustainability aspects of LEED- certified buildings not only bring more interested buyers but also lead to higher profit margins.

• Tax Incentive: Last but not least are the Tax incentives that the Government of the Country offers to the businesses involved in the development of LEED-certified buildings. Under the Income Tax Act, eligible real-estate developers can get up to a 100% depreciation on the cost of products used in green buildings. For instance, solar panels, waste management systems, or rainwater harvesting mechanisms. As the industry adapts to changing environmental standards and consumer expectations, LEED certification is no longer optional — it is the way forward. Our Company remains committed to exploring and implementing such sustainable initiatives to build a more responsible and resilient future. Today, the Leadership in Energy and Environmental Design or LEED Certificate stands as the worlds most recognized green building rating system. In India, the responsibility of administering it lies with the Green Business Certification Inc. (GBCI), which has been working day and night to promote the development of green buildings and the use of sustainable practices all across the Country. With LEED certification, an entity gets to enjoy several advantages, such as cost efficiency, tax savings, high IEQ, and many more. The support Indias government shows for LEED certification is also commendable and the reason behind this is it can bring down the environmental impacts and help the Country achieve its net zero targets by the year 2070.

The Company is actively pursuing certifications aligned with international standards, including LEED, with the objective of enhancing its export potential and strengthening its presence in global markets. Such certifications not only demonstrate our commitment to sustainable and responsible manufacturing but also position us competitively in environmentally conscious international markets.

Ongoing Capex Programs: Initiative to produce Green Steel

Last year the Company had obtained from CII- Green Products and Services Council a certificate that "Manufactured by Tulsyan NEC Ltd. at Gummidipoondi, Tamil Nadu, meets the requirements of GreenPro Ecolabel and qualifies as Green Product which is valid till December 2026". This initiative is operating and the Company is producing Fe 500, Fe 500 D, Fe 500 CRS, Fe 500 D CRS, Fe 550, FE 550 D, Fe 550 D CRS, Fe 600, Fe 600 CRS & Steel Wire Rods.

In the Year 2024-25, the Company utilized 60% of the Energy used for Steel production from Green Sources.

Importance of Green Pro Certification:

Green Pro Certification is a mark of sustainability and environmental responsibility, specifically tailored for the Indian context by the Indian Green Building Council (IGBC). For a steel plant, obtaining this certification can bring numerous advantages. Obtaining Green Pro Certification for a steel plant offers substantial advantages, including enhanced environmental performance, improved market competitiveness, regulatory compliance, operational efficiency, and cost savings.

Green Pro Certification evaluates various parameters, including energy efficiency, water conservation, waste management, materials used, indoor environmental quality, and innovation. The future potential for scoring under Green Pro certification can be significantly improved through targeted initiative. Upgrading to more energy-efficient machinery and processes, implementing renewable energy sources like solar or wind power, and optimizing energy management systems. Installing advanced water recycling and rainwater harvesting systems, reducing water usage through efficient processes, and treating wastewater for reuse. Enhancing waste segregation and recycling processes, reducing raw material wastage and implementing Zero waste to landfill initiatives.

Benefits of Green Pro Certification:

• Having Green Pro Certification can enhance the plants reputation and marketability. Customers, particularly those with sustainability goals, are more likely to choose products from certified plants.

• Green Pro Certification helps in complying with environmental regulations and standards, which are becoming increasingly stringent. Additionally, it can make the plant eligible for government incentives, grants, and subsidies aimed at promoting sustainable practices.

• Sustainable practices help in mitigating risks associated with resource scarcity, regulatory changes, and environmental impacts. This proactive approach can safeguard the plants operations against future uncertainties.

• Green Pro Certification enhances the Corporate image and brand value of the steel plant. It demonstrates a commitment to sustainability.

Planned Capital Expenditure:

During the year under review, the Company completed about 80% of the implementation of Capex program which will debottleneck production processes to enhance the billet production capacity by about 36000 tons per annum. Further, the expenditure is being incurred to increase the power supply voltage of the unit to 110 KVA which will reduce cost of operations. With enhanced own production of billets, the Company will reduce dependence on the market for the billets and substantial requirement of the Company will be met by its own means. This process also enhances the efficiency of Direct billet charging to rolling mill which will saves power costs and also improves profitability. The project is expected to be completed in FY 2025-26.

Investing in a 110kV substation to replace an existing 33kV substation is a significant capital expenditure (Capex) that will bring numerous benefits to our plant, particularly as we are operating an induction furnace. This upgrade can notably enhance the Plants power supply capacity and operational efficiency. These advantages collectively ensure that our Plant can meet current and future production demands efficiently and sustainably.

Few benefits of this Capex investment:

• Increased Maximum Demand Capacity

• Enhanced Melt Rate and Productivity

• Improved Power Quality and Reliability

• Long-term Cost Efficiency

• Scalability for future growth

• Enhanced operational flexibility

• Competitive advantage and

• Environmental benefits.

Future capex plans:

Additional furnace and scrap processing yard: The Company has already upgraded its Furnace – A and further retrofitting of Furnace – B is planned during the FY 2025-26.

Additional New Furnace:

• Investing in a new furnace and a steel scrap processing facility following the installation of a 110kV substation can significantly enhance the productivity and efficiency of a steel plant. Heres an analysis of the potential productivity gains and efficiency improvements.

• Increase in Production Capacity; With the new furnace, assuming it has a similar capacity to the upgraded 22-ton furnace, the plants melting capacity will effectively triple.

• The improved energy infrastructure with the 110kV substation ensures more stable and efficient power delivery, reducing energy losses and operational disruptions.

• Newer furnace technologies often come with better thermal efficiency and energy recovery systems, leading to reduced energy consumption per ton of steel produced.

Steel Scrap Processing Facility:

• On-site scrap processing reduces the dependency on external suppliers, ensures a steady supply of processed scrap, and lowers costs.

• Control over the quality of processed scrap ensures better input material for the furnaces, reducing impurities and enhancing the quality of the final product.

• Efficient scrap processing reduces waste and promotes recycling, aligning with sustainability goals and potentially reducing raw material costs.

Other Initiatives:

• Face lift will be given to existing plant by upgrading/updating the technological advancement prevailing at present. Steel structures of building to be strengthened and to refurbish plant and machinery to enhance life for another ten to fifteen years.

• Current focus is on Energy management, to bring expertise and experience together a suite of Industry 4.0 digitalization solutions which can add a great value in helping our plant with predictive and timely alerts with report generation, aiding in proper upkeep and efficient functioning of the plant.

• Installation of smart meters for Energy Monitoring & Management System at HV & LV power distribution for SMS, CCM, Rolling Mill & Auxiliaries area (31 meters). The system should collect all the data without any human intervention and thus create transparency among the stakeholders.

• In addition, the water resources limited to bore wells in house. Depletion of water table in bores may cause scarcity of water requirement for future projects. Hence to work on rain water harvest, STP and zero water discharge in future.

Increase in Turnover:

With enhanced billet capacity the Company will improve its TMT sales which hitherto were a constraint. Steel Marketing team has been strengthened for a better market outreach and also improve the Dealers network.

Production of Welded Wire Mesh:

As reported in the previous years, the Company has created a facility for manufacture of Welded Wire Mesh and has introduced to the Market. The product aims to expedite all construction processes. The Weld Mesh is strong, long lasting, and rust-resistant and the product consists of rebars (the size and sections can be customized according to the end users requirement) that are welded together to form a grid-like pattern. The Company offers cold rolled wire mesh from 4.7mm to 12mm, and hot rolled wire mesh from 5.5mm to 16mm. Our weld mesh has a maximum width of 3 meters and maximum length of 8 meters.

As mentioned earlier, the aim is to make the construction process more efficient and effective. The Weld Mesh reduces the construction time as it eliminates activities like cutting, marking, and spacing of bars. A revolutionary solution for the industry is to evolve.

Tie up with Tata Steel Limited:

The Company has entered into a contract manufacturing arrangement with Tata Steel Limited to manufacture Welded Wire Mesh for their requirement. Accordingly, Tata Steel provides the Wire Rod Coils to be converted into Welded Wire Mesh and delivered to Tata Steel customers.

This product will catch up over a period of time and will yield in long term.

Impact of Economy and Industry and other factors relating to performance of steel:

Government policies and initiatives affect the working of the sector and the Government policies and the initiatives on the steel sector are as follows:

PM GatiShakti National Master Plan:

With the help of Bhaskaracharya Institute for Space Applications and Geoinformatics (BiSAG-N), the infrastructure Ministries have uploaded their rail, road, port networks, etc. on PM GatiShatkti National Portal. Ministry of Steel has onboarded itself on PM GatiShakti Portal (National Master Plan portal) with the help of a mobile application created by BiSAG-N, by uploading the Geo locations of more than 2100 (Twenty One Hundred) steel units (including big players) functioning in the Country. The Geo location of all the Iron Ore Mines and Manganese Ore Mines has also been uploaded. Ministry of Steel is in the process of uploading the geo locations of the existing slurry pipelines and the laboratories functioning in the steel sector. In addition, Ministry of Steel, in line with the goal of PM GatiShakti Master Plan, has identified 22 high impact projects to develop multimodal connectivity and bridge the missing infrastructure gaps. Planned expansion of railway lines, creation of new inland waterways, roads, ports, gas pipeline connectivity will result in creating much needed logistics solution which will drive the steel sector towards achieving its targeted goals by 2030-31, as delineated in NSP 2017.

Further, Ministry of Steel is in the process to formulate "Sectoral Plan for Efficient Logistics (SPEL)" which is a comprehensive, long term infrastructure plan as mandated by the Comprehensive Logistics Action Plan (CLAP) under the National Logistics Policy (NLP).

Introduction of Safeguard Duty on Steel Imports:

The Government of India has levied a 12% safeguard duty on steel imports from April 2025 onwards in support of Domestic Steel manufacturers. This levy will equalise the playing field for the local manufacturers and guards against dumping by other countries.

Power Division Performance and Outlook:

The power sector especially the thermal power sector where our Company is invested in, is facing big constraints on account of high coal prices at which the operations are unviable. However, Indias dependence on Thermal power about 50% currently, will keep the sector going in the near future. The market dynamics would reconcile to a sustainable level of costs and revenue of produces and consumers overtime subject however to robust government policies.

Future outlook:

The international coal prices have softened and are quickly reaching back to their original positions. The Company estimates that the coal prices would remain stable at the reduced levels and the Company can improve its utilisation levels thereupon. The Government has modified the Shakti Policy of 2017 to broad base the access of domestically produced coal to smaller coal units also.

The Outlook is expected to be favourable.

Amendment of Shakti Policy 2017:

Background: With the introduction of SHAKTI Policy, 2017, there was a paradigm shift of coal allocation mechanism from a nomination-based regime to a more transparent way of allocation of coal linkages through an auction / tariff-based bidding. Nomination based allocation continued only for the Central / State Sector power plants. SHAKTI Policy has been amended in 2019 on the recommendations of Group of Ministers. SHAKTI Policy was further amended in 2023. SHAKTI Policy has various Paras for allocation of a coal linkage to the various categories of Power Plants, subject to meeting the eligibility criteria. With the introduction of Revised SHAKTI Policy, existing eight Paras of the SHAKTI Policy, for coal allocation, have been mapped to only two Windows, in the spirit of ease of doing Business.

Window-II: Any domestic coal-based power producer having PPA or untied and also Imported coal-based power plants (if they so require) can secure coal on auction basis for a period upto 12 months or for the period of more than 12 months upto 25 years by paying premium above the notified price and providing the power plants the flexibility to sell the electricity as per their choice.

Implementation strategy: Directions would be issued by the Central Government to Coal India Limited (CIL) / Singareni Collieries Company Limited (SCCL) for implementation of the aforesaid decisions. Besides, the concerned Ministries and all the States shall also be apprised of the revised SHAKTI Policy for further dissemination to the concerned Departments / Authorities and also to the Regulatory Commissions.

Major impact, including employment generation potential:

• Simplification of the linkage process.

• Caters to the dynamic coal requirement of the Power Sector.

• Central Sector Thermal Power Projects (TPPs).

• No requirement of PPA in Window-II -thereby providing the power plants the flexibility to sell the electricity as per their choice.

• Enabling Independent Power Producers (IPPs)/Private Developers for thermal capacity addition.

• Promote Coal Import Reduction/Substitution.

• Linkage Rationalization.

• Allowing Un-requisitioned Surplus in Power Markets.

The Company is working towards availing the benefits of Shakti 2017 and is hopeful of containing cost of power generation and become competitive.

Plan for Refurbishment in turbine:

The Company has adopted best practices to maintain the power plant at its best possible levels. These Power plant turbines are capital intensive equipment, but over time, due to wear and tear the performance deteriorates leading to higher fuel costs. Alternate to expensive replacement, Turbine refurbishment is a cost-effective solution that restores their efficiency. The Company is undertaking a power plant refurbishment program during the current financial year.

Benefits of Refurbishing Your Turbine:

• Cost Savings: Refurbishing a turbine can save up to 50% compared to the cost of buying a new one.

• Improved Performance: Refurbished turbines often operate at higher efficiency than before, leading to better power output and lower operational costs.

• Extended Lifespan: Refurbishment restores the integrity of the turbine, allowing it to continue running reliably for years.

• Environmental Benefits: Refurbishment reduces the need for new equipment manufacturing, which lowers the carbon footprint.

Synthetic Division – Performance and Outlook:

The Synthetic Division performance showed an improvement in turnover of about 18% over previous year. Disruptive Tariff war going on in the world economy has affected the market and is fast changing the global material sourcing strategies. The sector is awaiting for the US India Trade Deal which could provide a direction to the industry.

Impact of the Covid-19 Pandemic:

The Company has overcome the effects of Covid-19 impact and has reached normalcy.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

• The Company has not made any application under Insolvency and Bankruptcy code 2016 for resolution during the year under review nor any application for insolvency proceeding has been made against the Company.

• The Company is a respondent in an application filed by the IRP of Cauvery Power Generation Chennai Private Limited seeking payment of Rs.174.01 Lakhs being the value of coal supplied by the said company to us. Whereas supply so made by the said company was towards amount due to the Company. The application is pending with the NCLT and we are confident that the claim is not maintainable and is not a preferential payment.

Details of difference between 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:

During the financial year under review, there were no such instances where the Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

CREDIT RATINGS

The Company has not issued any instruments during the year requiring credit rating.

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

As on March 31, 2025, the Company have only one wholly owned subsidiary company i.e. Chitrakoot Steel and Power Private Limited. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Subsidiary in the prescribed Form AOC-1 is annexed to this Report as an ‘Annexure-A. The statement also provides the details of the performance of the Subsidiary Company, financial position of the subsidiary and its contribution to the overall performance of the Company during the period under report. In accordance with the provisions of Section 136 of the Companies Act, 2013 and the amendments thereto, read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of the wholly owned subsidiary company will be available on our website at www.tulsyannec.in.

The Company has also formulated a policy for determining ‘Material Subsidiaries pursuant to the provisions of the SEBI Listing Regulations. The policy is available on the website of the Company at www.tulsyannec.in.

A report of the salient features and a summary of the financial performance of the wholly owned subsidiary company is presented as below:

Chitrakoot Steel and Power Private Limited

Chitrakoot Steel and Power Private Limited is a wholly owned subsidiary of Tulsyan NEC Limited. It was incorporated on October 21, 2003 and is engaged in the business of manufacturing of Sponge Iron.

Chitrakoot Steel and Power Private Limited registered a total revenue of Rs. 9,956.88 lakhs and a net profit of Rs. 13.71 lakhs during the FY 24-25 as against a total revenue of Rs. 11,523.59 lakhs and a net profit of Rs. 105.61 lakhs during the FY 23-24.

PERSONNEL & INDUSTRIAL RELATIONS

Overall, the industrial relations in all our manufacturing units are harmonious and cordial in nature. Your Company strictly believes that maintaining cordial industrial relations is the key to progress of the firm, individuals, management, industry and nation.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year March 31, 2025 of the Company and the date of this Report.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

During the financial year under review, there are no significant and material orders passed by the regulators, courts or tribunals, impacting the going concern status of the Company and its operations in the future.

ANNUAL RETURN

A copy of the Annual Return of the Company as per the provisions of Sections 134(3)(a) and 92(3) of the Companies Act, 2013, is available on the website of the Company at www.tulsyannec.in.

DIVIDEND

During the financial year, the Company has not recommended or declared any payment as dividend to its shareholders.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF)

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all dividends which remains unpaid or unclaimed for a period of 7 (seven) years from the date of their transfer to the unpaid dividend account are required to be transferred by the Company to the Investor Education and Protection Fund (‘IEPF), established by the Central Government. Further, as per the IEPF Rules, the shares on which dividend has not been paid or claimed by the Members for 7 (seven) consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Further, as per Rule 6(8) of the IEPF Rules, all benefits such as bonus shares, split, consolidation except rights issue, accruing on shares which are transferred to IEPF, shall also be credited to the demat account of the IEPF authority.

The Members may note that no further unpaid or unclaimed dividend amounts/shares are pending with the Company for transferring to the demat account of the IEPF Authority.

Mrs. Parvati Soni, Company Secretary of the Company is the Compliance Officer as well as the Nodal Officer of the Company for the purposes of verification of claims and coordination with IEPF Authority pursuant to the IEPF Rules.

TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves for the financial year ended March 31, 2025.

DEPOSITS

During the financial year under review, the Company did not raise any funds which could be classified within the ambit of the term "Deposits" under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and Circulars as amended from time to time. Therefore, disclosure under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements provided in the Annual Report.

SHARE CAPITAL

During the financial year 2022-23, the Company had issued, subscribed and allotted 16,66,666 (Sixteen Lakhs Sixty Six Thousand Six Hundred and Sixty Six) equity shares of face value of Rs. 10 each on preferential basis, at a price of Rs. 36 including a premium of Rs. 26 per Equity Share aggregating upto Rs. 6,00,00,000 (Rupees Six Crores) to India Special Assets Fund III (a scheme of ISAF III) & ISAF III Onshore Fund (a scheme of Edelweiss Credit Opportunities Trust), both advised by Edelweiss Alternative Asset Advisors Limited and both are Category II Alternative Investment Funds ("AIFs"). The Company received the listing and trading approval for such shares from the BSE on August 22, 2024 and September 03, 2024, respectively.

Further, during the financial year under review, the Board of Directors, at its meeting held on March 27, 2025, considered and approved forfeiture of 2,05,259 (94,815 @ Rs.6/- and 1,10,444 @ Rs.3/-) partly paid-up equity shares of the Company, on which the holders thereof have failed to pay the balance allotment / call money in pursuant to the last and final reminder-cum-forfeiture notice dated February 27, 2023. The Company has received the approval for forfeiture of partly paid-up equity shares from the BSE on July 28, 2025.

Apart from the above, there has been no other change in the share capital of the Company. The detailed capital structure of the Company as on March 31, 2025 is as follows:

Authorized Share Capital

The Authorized Share Capital of the Company is Rs.36,00,00,000/- (Rupees Thirty Six Crores) divided into 2,60,00,000 Equity Shares of Rs.10/- each and 1,00,00,000 6% Non-Convertible Redeemable Preference Shares of Rs.10/- each.

Issued Share Capital

The Issued Share Capital of the Company is Rs.25,50,96,660/- (Rupees Twenty Five Crores Fifty Lakhs Ninety Six Thousand Six Hundred and Sixty) divided into 16,666,666 Equity Shares of Rs.10/- each and 88,43,000 6% Non-Convertible Redeemable Preference Shares of Rs.10/- each.

Subscribed and Paid-up Share Capital

The Subscribed Share Capital and Paid-up Share Capital of the Company is Rs.25,30,44,070/- (Rupees Twenty Five Crores Thirty Lakhs Forty Four Thousand and Seventy) divided into 16,461,407 Equity Shares of Rs.10/- each (Fully paid-up) and 88,43,000 6% Non-Convertible Redeemable Preference Shares of Rs.10/- each (Fully paid-up).

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

In compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Rules made thereunder, the Board has formed a CSR Committee, which monitors and oversees various CSR initiatives and activities of the Company.

An Annual Report on Corporate Social Responsibility, setting out the disclosures as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report as an ‘Annexure-B.

The CSR Policy developed and implemented by the Company including the composition of the CSR Committee have been uploaded on the Companys website at www.tulsyannec.in.

The Profit after tax on Standalone basis computed as per Section 198 of the Companies Act, 2013, being negative, the Company was not required to spend any amount on CSR activities during the FY 2024-25.

RISK MANAGEMENT POLICY

The Company has developed and implemented a risk management policy including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. The Board and the Audit Committee periodically undertake a review of the major risks affecting the Companys business and suggests steps to be taken to control and mitigate the same.

The Risk Management Policy of the Company is available on the Companys website and can be accessed at www.tulsyannec.in/investors.

VIGIL MECHANISM POLICY

The Vigil Mechanism / Whistle Blower Policy as envisaged in the Companies Act, 2013, the rules prescribed thereunder and the SEBI Listing Regulations is implemented through the Companys Whistle Blower Policy to enable the Directors, employees and all stakeholders (internal and external) of the Company to report genuine concerns, to provide for adequate safeguard against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy of the Company is available on the Companys website and can be accessed at www.tulsyannec.in/investors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the financial year under review, is given under separate section and forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance. We believe in adherence to good corporate practices, implementing effective policies and guidelines and developing a culture of the best management practices and compliance with the law at all levels. Our corporate governance practices strive to foster and attain the highest standards of integrity, transparency, accountability and ethics in all business matters to enhance and retain investor trust, long-term shareholder value and respect minority rights in all our business decisions.

A separate section on Corporate Governance as stipulated under Para C of Schedule V of the SEBI Listing Regulations forms part of the Annual Report. The Corporate Governance Report along with the requisite certificate from the Practising Company Secretary, confirming compliance with the conditions of corporate governance as stipulated under SEBI Listing Regulations forms part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no materially significant related party transactions entered between the Company, Directors, Management and their relatives, except for those disclosed in the financial statements. All the contracts/arrangements/transactions entered by the Company with the related parties during FY 2024-25 were in the ordinary course of business and on an arms length basis, and whenever required the Company has obtained necessary approval as per the Related Party Transaction Policy of the Company and applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

Accordingly, particulars of contracts or arrangements with related parties which is required to be disclosed under Section 134(3)(h) read with Section 188(1) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company for the Financial Year 2024-25 and, hence, the same does not form part of the Boards Report.

The Company has formulated the policy on ‘Materiality of Related Party Transactions and on dealing with Related Party Transactions, and the same is available on the website of the Company at: www.tulsyannec.in/investors. The details of related party disclosures forms part of the notes to the Financial Statements provided in the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed to this Report as an ‘Annexure-C.

PARTICULARS OF DIRECTORS AND EMPLOYEES

A statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and is annexed to this Report as an ‘Annexure-D.

Further, a statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as none of the employees of the Company are drawing the remuneration in excess of the limits prescribed under the said rules.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, hereby state and confirm that: a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; b) they have selected such accounting policies and applied them consistently and made judgements 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 profit and loss of the Company for that period; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls based on the internal controls framework established by the Company, which were adequate and are operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. Assessment and appointment of Directors to the Board are based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualifications required for the position.

For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. A potential board member is also assessed based on independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of the SEBI Listing Regulations, as amended from time to time and on recommendation of the Nomination and Remuneration Committee, the Board had adopted a Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other employees. This policy is available on the website of the Company at – www.tulsyannec.in/investors.

We affirm that the remuneration paid to Directors, Key Managerial Personnel, Senior Management and other employees is in accordance with the Remuneration Policy of the Company, the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have submitted the requisite declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) and 25(8) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the Companys Code of Conduct. They have further confirmed that they are not aware of any circumstances or situations which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties and that they are independent of the management. Further, the Independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent Directors name in the data bank of the Indian Institute of Corporate Affairs (‘IICA) for a period of one year or five years or life-time till they continue to hold the office of an Independent

Director.

In the opinion of the Board, all the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 read along with the Rules made thereunder and are independent of the Management.

BOARD DIVERSITY

The Company recognises and embraces the importance of a diverse board in contributing to its success. Adequate diversity on the Board is essential to meet the challenges of business globalisation, rapid deployment of technology, greater social responsibility, increasing emphasis on corporate governance and enhanced need for risk management. The Board enables efficient functioning through differences in perspective and skill, and fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge, ethnicity, country of origin and nationality. The Board has adopted a Diversity Policy that outlines its commitment to fostering a diverse and inclusive composition, setting forth the approach to achieving and maintaining diversity at the Board level. The policy is available on the website of the Company at www.tulsyannec.in/investors.

BOARD EVALUATION

Pursuant to the provisions of Section 134 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations, the annual performance evaluation of the Board, Board level Committees and individual Directors was conducted during the year, in order to ensure that the Board and Board level Committees are functioning effectively and demonstrating good governance. For the FY 2024-25, the Board had undertaken this exercise through self-evaluation questionnaires. The evaluation process focused on Board dynamics and other aspects towards Board effectiveness. The process involved the evaluation of all the Directors including the Chairperson, the Managing Director and Chief Executive Officer, Board committees and the Board as a whole.

The evaluation was carried out based on the criteria and framework approved by the Nomination and Remuneration Committee. A detailed disclosure on the parameters and the process of Board evaluation has been provided in the Report on Corporate Governance which forms part of the Annual Report.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

As on March 31, 2025, the Board of Directors comprised of 8 (eight) Members, consisting of 4 (four) Executive Directors and 4 (four) Non-Executive Independent Directors including 1 (one) Non-Executive Independent Woman Director. The Board has an appropriate mix of Executive Directors and Non-Executive Independent Directors, which is in compliant with the provisions of the Companies Act, 2013, the SEBI Listing Regulations and is also aligned with the best practices of Corporate Governance.

Appointment / Re-appointment

During the year under review, the Board of Directors of the Company, based upon the recommendation of Nomination and Remuneration Committee, had approved, by way of circular resolution passed on August 25, 2024, the appointment of Mrs. J Sumathi (DIN: 10752449) as an Additional Director (categorized as an ‘Independent (Non-Executive) Woman Director) of the Company, not liable to retire by rotation, to hold the office as such till the date of the 77th AGM of the Company and her tenure as an Independent (Non-Executive) Woman Director to hold the office for a term of 5 (five) consecutive years on the Board of the Company w.e.f. August 25, 2024 till August 24, 2029 (both days inclusive). Further, the Members of the Company at their 77th AGM held on September 25, 2024, approved the aforesaid appointment of Mrs. J Sumathi (DIN: 10752449) as an Independent (Non-Executive) Woman Director for a term of 5 (five) consecutive years commencing from the date of Boards approval i.e. August 25, 2024 till August 24, 2029 (both days inclusive).

As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sanjay Tulsyan (DIN: 00632802), Executive Director of the Company, liable to retire by rotation at the 77th AGM and being eligible, was re-appointed as an Executive Director, liable to retire by rotation.

Further, as per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sanjay Agarwalla (DIN: 00632864), Executive Director of the Company, is liable to retire by rotation at the ensuing 78th AGM of the Company and being eligible, seeks re-appointment.

The Board of Directors, on recommendation of the Nomination and Remuneration Committee, at their respective meetings held on August 13, 2025, have considered and approved the re-appointment Mr. Somasundaram Ponsing Mohan Ram (DIN: 08883633), who was appointed as an Independent Director of the Company for a term of 5 (Five) consecutive years commencing from September 19, 2020 to September 18, 2025 (both days inclusive), not liable to retire by rotation, to hold the office for a second term of 5 (five) consecutive years on the Board of the Company commencing from September 19, 2025 till September 18, 2030 (both days inclusive), subject to approval of the Members of the Company at the ensuing 78th AGM of the Company.

In the opinion of the Board, all the Directors, as well as the Directors proposed to be appointed / re-appointed possess the requisite qualifications, experience, expertise and hold high standards of integrity and relevant proficiency.

None of the Directors of the Company are disqualified as per the provisions of Section 164(1) and (2) of the Companies Act, 2013. The Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

Completion of Tenure

During the year under review, Mrs. Antonisamy Axilium Jayamary (DIN: 07410090) completed her second and final term as an Independent (Non-Executive) Woman Director and consequently ceased to be an Independent Director of the Company with effect from the close of business hours on September 26, 2024. The Board placed on record its deep and gratitude appreciation for her extensive contribution and stewardship during her tenure in the Company.

Key Managerial Personnel

There were no changes in the Key Managerial Personnel(s) of the Company during the FY 2024-25. The Key Managerial Personnel(s) of the Company as on March 31, 2025 are:

• Mr. Lalit Kumar Tulsyan, Managing Director (Executive Chairman);

• Mr. Sanjay Tulsyan, Managing Director;

• Mr. Sanjay Agarwalla, Whole Time Director;

• Mr. Shanthakumar R P, Chief Financial Officer; and

• Mrs. Parvati Soni, Company Secretary & Compliance Officer.

COMMITTEES OF THE BOARD

Currently, the Company has 4 (four) Board level Committees: Audit Committee (‘AC), Nomination and Remuneration Committee (‘NRC), Stakeholders Relationship Committee (‘SRC) and Corporate Social Responsibility Committee (‘CSRC). The detailed composition of such committees, as on March 31, 2025, are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

MEETINGS OF THE BOARD AND ITS COMMITTEES

The meetings of the Board are scheduled at regular intervals to discuss and decide on matters of business performance, policies, strategies and other matters of significance. The schedule of the meetings is circulated in advance, to ensure proper planning and effective participation. In certain exigencies, decisions of the Board are also accorded through circulation.

During the financial year 2024-25, the Board met 5 (five) times virtually on May 30, 2024; July 26, 2024; October 25, 2024; February 13, 2025; and March 27, 2025 respectively. The maximum interval between any 2 (two) meetings did not exceed 120 (One Hundred and Twenty) days, as prescribed in the Companies Act, 2013. Detailed information regarding the meetings of the Board and its Committees are included in the Corporate Governance Report, which forms part of the Annual Report.

AUDITORS Statutory Auditors

M/s. CNGSN & Associates LLP, Chartered Accountants (Firm ICAI Registration No: 004925S/S200036), Chennai, were re-appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, to hold office from the conclusion of the 74th AGM held on September 30, 2021 till the conclusion of the 79th AGM of the Company, at such remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of the Company, from time to time.

The Auditors Report on the financial statements of the Company for the financial year ended March 31, 2025 contains the following qualification, reservation or adverse remark or disclaimer:

Sl. No.	Qualification, Reservation or Adverse Remark or Disclaimer made by the Statutory Auditors	Managements Reply
	Basis for Qualified Opinion:
1	As stated in Note No. 7 to the standalone financial results, the Company has not received balance confirmations for trade receivables outstanding for more than 180 days as at 31st March 2025. These receivables constitute approximately 53% in value of the confirmations sought. For receivables outstanding for less than 180 days, confirmations were received in a substantial number of cases.	The management undertook a comprehensive process of seeking balance confirmations from all customers and made multiple follow-up efforts. Despite these efforts, a significant portion of the older balances remain unconfirmed. The Company is confident of recovery of these balances and is evaluating an assignment of certain receivables as part of its recovery plan.
	The management has represented that it undertook a comprehensive process of seeking balance confirmations from all customers and made multiple follow-up efforts. Despite these efforts, a significant portion of the older balances remain unconfirmed.	Further, the Company has written off some of the trade receivables during the year in respect of trade receivables which are clearly not recoverable and based on its assessment, has not recorded ECL provision.
	The Company has also informed us that it remains confident of recovery of these balances and is evaluating an assignment of certain receivables as part of its recovery plan. Further, the Company has written off a small portion of the trade receivables during the year in respect of trade receivables and, based on its assessment, has not recorded any significant ECL provision beyond this.
	However, in the absence of direct confirmations and sufficient alternative audit evidence regarding the recoverability of these older balances, we are unable to determine whether any further adjustments are necessary to the carrying value of these receivables by way of additional provisioning, write-offs, or write- backs.
	Accordingly, our audit opinion on the financial statements for the year ended 31st March 2025 is qualified to the extent of the possible effects of adjustments, if any, that may be required on account of the forementioned matter.
2	Emphasis of Matter:
	The Company has serviced the interest and principal payable on the Non-Convertible Debentures on time in all months except from December 2024. There has been an agreed Moratorium from Dec 2024 to Mar 2024. (Reference is drawn to Note No. 3 of Standalone Financial Statements)	Sale of Windmill was part of long-term plan to dispose non- core assets which did not affect the core of the business of the Company.
	According to the information and explanation given to us, during the year one Windmill was sold and from June 2024 to February 2025, Power plant was under shutdown. (Reference is drawn to Note No. 6 of Standalone Financial Statements)	Power plant shutdown was due to maintenance and also depended on the power demand during such months.

The Auditors Report is enclosed with the fi nancial statements forming part of the Annual Report.

Reporting of Fraud by Auditors

During the year, the statutory auditors have not reported to the Audit Committee any material fraud on the Company by its offi cers or employees under Section 143(12) of the Companies Act, 2013, the details of which need to be provided in this report.

Cost Auditors

The Cost Records of the Company are maintained in accordance with the provisions of Section 148(1) of the Companies Act, 2013 as specified by the Central Government. The Cost Audit Report, for the financial year ended March 31, 2024, was filed with the Central Government within the prescribed time. The Board, based on recommendation of the Audit Committee, had appointed M/s. Murthy & Co. LLP, Cost and Management Accountants (Firm Registration Number S200001), Bengaluru, as the Cost Auditors to conduct the audit of the Companys cost records for the financial year ended on March 31, 2025. The Cost Auditors will submit their report to the Company for the Financial Year 2024-25 on or before the due date.

The Board at its meeting held on May 30, 2025, based on recommendation of the Audit Committee, has appointed M/s. Murthy & Co. LLP, Cost and Management Accountants (Firm Registration Number S200001) as the Cost Auditors to conduct the audit of the Companys cost records for the FY 2025-26. The Cost Auditors have confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013. The Audit Committee has also received a certificate from the Cost Auditors certifying their independence and arms length relationship with the Company.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditors is required to be ratified by the Members, the Board recommends the same for approval by Members at the ensuing 78th AGM of the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Rules made thereunder, M/s. M Damodaran & Associates, LLP, Practicing Company Secretaries (Firm Registration Number L2019TN006000), Chennai, were re-appointed to conduct the Secretarial Audit of the Company for the FY 2024-25. The Secretarial Audit Report for the FY 2024-25 issued by Mr. Kalaiyarasi Janakiraman (M. No. 29861, CP No. 19385), Partner at M/s. M Damodaran & Associates, LLP, in the prescribed Form MR-3 is annexed to this Report as an ‘Annexure-E. The Secretarial Audit Report for the FY 2024-25 contains the following observations:

Sl. No.	Observations by Secretarial Auditors	Managements Reply
1.	The Company has delayed in submission of the disclosure with respect to default in payment of interest/principal towards unlisted Non-convertible Debentures with the stock exchange as required under Regulation 30 read with Part A of Schedule III of SEBI LODR and Section V-B of SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024.	The Management stated that the Company was trying its best efforts for making the payment of principal/interest overdue amount at the earliest and simultaneously was under the process of seeking waiver from the NCD holders.
		Therefore, the Company delayed and submitted the disclosure on January 08, 2025 to the BSE with respect to default in payment of interest/principal towards unlisted Non-convertible Debentures. Thereafter, the Company also informed the BSE on January 09, 2025, that it has obtained the approval from the NCD holders to reschedule the interest and Principal redemption time lines in order to suit the current market conditions and that the final confirmation shall be received from the NCD holders within a fortnight and the Company would not be in default thereafter.
		The Company assures to comply with the revised terms of repayment and coupon servicing of NCDs in due course of time.

Pursuant to the SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, the Annual Secretarial Compliance Report for the Financial Year 2024-25, issued by Mr. Kalaiyarasi Janakiraman (M. No. 29861, CP No. 19385), Partner at M/s. M Damodaran & Associates, LLP, Practicing Company Secretaries, Chennai, has been submitted with the BSE, where shares of the Company are listed, within the stipulated timeline.

Further, pursuant to the provisions of Section 204 and other applicable provisions of the Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations, each as amended, and based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s. M Damodaran & Associates LLP, Practicing Company Secretaries, Chennai, having Firm Registration Number L2019TN006000, Peer Review Certificate No: 3847/2023, as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years commencing from the Financial Year 2025-26 till the Financial Year 2029-30, at a proposed annual secretarial audit fees of Rs. 67,000/- (Rupees Sixty Seven Thousand only) plus applicable taxes, and reimbursement of out-of-pocket expenses as may be mutually agreed between the Company and the Secretarial Auditors. The remuneration to be paid to Secretarial Auditors for the remaining term i.e. from the FY 2026-27 till the FY 2029-30 shall be mutually agreed between the Board and the Secretarial Auditors, based on recommendation(s) of the Audit Committee, from time to time. The said appointment is subject to approval of the Members at the ensuing 78th AGM of the Company.

INTERNAL FINANCIAL CONTROL

The Company has a proper and adequate system of internal financial controls with reference to the financial statements and which is commensurate with its size and nature of operations for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Company is staffed by experienced and qualified professionals who play an important role in designing, implementing, maintaining and monitoring our internal control systems.

Quarterly internal audits are carried out by the Internal Auditors of the Company to provide reasonable assurance of internal control effectiveness and advise the Company on industry-wide best practices. The Audit Committee, consisting of Independent Directors, reviews important issues raised by the internal and statutory auditors regularly and the status of rectification measures to ensure that risks are mitigated appropriately on a timely basis.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

In terms of Section 118(10) of the Companies Act, 2013, the Company has complied with the applicable Secretarial Standards i.e. SS–1, SS-2 and SS-4, relating to the ‘Meetings of the Board, ‘General Meetings and ‘Report of the Board of Directors respectively, as specified by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy on Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (‘ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral.

During the financial year under review, no complaints of sexual harassment were filed and no complaint is pending for closure as per the timelines of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE CODES AND POLICIES

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013, SEBI Listing Regulations, and other applicable laws, are available on the website of the Company at www.tulsyannec.in under the head "Policies" of the Investors Section.

GREEN INITIATIVE

We request all the shareholders to support the ‘Green Initiative of the Ministry of Corporate Affairs and the Companys continuance towards a greener environment by enabling the service of the Annual Report, AGM Notice, and other documents electronically to your email address registered with your Depository Participant / the Registrar and Share Transfer Agent of the Company. In support of the ‘Green Initiative, the Company encourages Members to register their email addresses with their Depository Participant or the Registrar and Share Transfer Agent of the Company to receive soft copies of the Annual Report, Notices and other information disseminated by the Company, on a real-time basis without any delay.

ACKNOWLEDGEMENT

We place on record our appreciation for the committed services by every Member of the Tulsyan family whose contribution was significant to the growth and success of the Company. We would like to thank all our shareholders, customers, suppliers, investors, vendors, executives, staffs and workers at all levels, bankers, financial institutions and other business associates for their continued support and encouragement during the year. We also thank the Government of India and Government of Tamil Nadu, Ministry of Corporate Affairs, Central Board of Indirect Taxes and Customs, Income Tax Department, and all other regulatory agencies for their assistance and co-operation during the year and look forward to their continued support in the future.

By Order of the Board of Directors	Sd/-
For Tulsyan NEC Limited	Lalit Kumar Tulsyan
Place: Chennai	Executive Chairman
Date: 13-08-2025	DIN: 00632823