Tunwal E-Motors Ltd Directors Report

TO THE MEMBERS:

The Directors have pleasure in presenting the 7^th Annual Report on the business and operations along with audited standalone and consolidated financial statement of accounts of the Company for the financial year ended on 31st March, 2025.

FINANCIAL RESULTS

The financial results of the company for the year under review are as under: _n Lakhs)

PARTICULARS	Standalone Financials	Consolidated Financials
	MARCH 31st, 2025	MARCH 31st, 2024	MARCH 31st, 2025
Income
Revenue from Operations	17,859.45	10,460.07	17,859.45
Other Income	627.36	93.63	627.3 7
Total Revenue	18,486.81	10,553.69	18,486.82
Expenditure
Cost of Material Consumed	13,839.11	8,201.10	13,839.11
Changes in Inventories of Finished Goods, Stock-in-Process and Scrap	656.32	(649.20)	656.32
Employee Benefits Expenses	384.6	251.51	384.6
Finance Cost	226.65	208.16	226.8
Depreciation and Amortisation Expenses	110.47	91.93	113.54
Other Expenses	1,740.23	873.5	1,742.70
Total Expenses	16,957.37	8,977.00	16,963.07
Profit before tax	1,529.44	1,576.70	1,523.75
Tax Expenses
Current year	367.95	383.28	367.95
Deferred Tax	(24.30)	12.25	(24.25)
Profit for the year	1,185.78	1,181.17	1,180.05
Earnings per Equity share of face value of Rs. 2 each
Basic	2.32	2.85	2.31
Diluted	2.32	2.85	2.31

The subsidiary company was acquired in August 2024; therefore, consolidated financial statements for the year ended March 31, 2024, are not applicable/not prepared.

FINANCIAL PERFORMANCE

• Revenue from operations for the year ended 31st March, 2025, was Rs. 17,859.45 lakhs, compared to Rs. 10,460.07 lakhs in the previous financial year, reflecting an increase of 70.73%

• PAT for the year ended 31st March, 2025, was Rs. 1,185.78 lakhs, compared to Rs. 1,181.17 lakhs in the previous financial year, indicating an increase of 1%.

INDUSTRY UPDATE

In FY 2024-25, Indias electric vehicle (EV) industry registered sales of around 1.96 million units, marking an approximate 17% year-on- year growth. Electric two-wheelers contributed close to 60% of total EV sales, followed by electric three-wheelers at about 35% and passenger vehicles at roughly 5-6%. EVs represented around 7.8% of overall automobile sales, supported by continued government incentives under national subsidy programs, production-linked benefits, and policy measures encouraging local manufacturing. Uttar Pradesh led in registrations, driven by strong adoption of electric public and shared mobility solutions, while certain southern states advanced as hubs for EV charging equipment production. Public charging infrastructure expanded but remained limited, with an EV-to-charger ratio of approximately 400:1, indicating significant scope for improvement. The premium EV segment saw demand rise by about two-thirds compared to the previous year, although adoption in the broader market remained gradual, with many buyers still viewing EVs as secondary vehicles. Overall, the sector sustained steady growth, underpinned by supportive policies, improving infrastructure, and a diversifying product range, positioning it for continued expansion in the coming years.

STATE OF COMPANYS AFFAIRS

Detailed discussion on the state of affairs of the Company has been covered as part of the Management Discussion and Analysis Report (MDAR).

DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR

During the year under review, the Company was successfully listed on the NSE Emerge Platform on 23rd July 2024.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

DIVIDEND

The Board in its meeting held on 26^th May, 2025, recommended a final dividend of Rs. 0.10 per Equity Share of Face Value of 2/- (Rupees Two Only) for the Financial Year ended on 31st March, 2025, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

TRANSFER TO RESERVES

The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), applicable provisions of the Companies Act, 2013 (" Act") on Consolidated Financial Statements, the Audited Consolidated Financial Statement for the Financial Year ended 31st March, 2025 is provided in the Annual Report.

During the year, the Board of Directors reviewed the affairs of the subsidiary in accordance with Section 129(3) of the Companies Act, 2013.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 15,00,00,000/- (7,50,00,000 Equity Shares of Rs.2/- each). The Issued and Paid-up Capital of the Company is Rs. 11,06,02,160/- (5,53,01,080 Equity Shares of Rs.2/- each).

• During the year under review, the Board of Directors, in its meeting held on 24th February 2025, approved a preferential issue of 23,91,304 equity shares of face value f2 each at an issue price of f46 per share (including a premium of f44 per share), aggregating to f10,99,99,984, to promoter group entities. This preferential issue was made by way of conversion of a portion of the outstanding unsecured loan of ^16,00,00,000 as on 30th September 2024, of which f11,00,00,000 remained outstanding as on the last date of the loan agreement, i.e., 31st January 2025.

DETAILS OF SUBSIDIARY / JOINT VENTURE/ ASSOCIATE COMPANIES

During the year under review, your Company has one wholly owned subsidiary viz. Palsana EV Industries India Private Limited.

The salient features of the financial statements of subsidiaries, associate companies and joint ventures are given in the Statement in Form AOC-1 (Annexure I) forming a part of the financial statement attached to this Directors Report and pursuant to first proviso to Sub-section (3) of Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014.

The Financial Statements, as required, of the subsidiary companies shall be available on website of the Company at

Report on the highlights of performance of Subsidiaries and their contribution to the overall performance of the company

Pursuant to Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on highlights of performance of subsidiary and their contribution to the overall performance of the Company is as under:

Palsana EV Industries India Private limited: The operations of the Company have not yet commenced, as construction is currently in progress. The Company will duly inform its shareholders upon the commencement of operations.

DEPOSITS

During the year under review, the Company has not accepted any deposits, thus far, within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

RELATED PARTY TRANSACTION

Following the provisions of Section 188(1) of the Companies Act, 2013, all Related Party contracts / arrangements / transactions entered by the Company during the financial year had been in the ordinary course of business and on arms length basis, with Audit Committee having a domain role.

The Board of Directors brought into picture, wherever necessary and/ or obligatory. Therefore, the provision of Section 188 of the Companies Act, 2013 were not attracted. There are no materially significant Related Party

Transaction during the year under review that would have required shareholders approval under the Listing Regulations made by the Company with Promoters, Directors or other designated person which may have a potential conflict with the interest of the Company at large.

During the year, the Company has not entered into any contract / arrangement / transaction with related parties, which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Related party transactions were disclosed to the Board on regular basis. Details of related party transactions may be referred to in Note 29 of the Standalone Financial Statements ans also AOC-2 as Annexure II is attached for arms length transactions.

The Company has adopted policy on Related Party Transactions and can be accessed on the Companys website at

TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION & PROTECTION FUND

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF").

During the year under review there is no amount which is required to be transferred to the investors education & protection fund as per the provisions of section 125 (2) of the Companies Act, 2013.

LISTING OF SHARES

Your Companys equity shares are listed and traded on SME platform of National Stock Exchange of India Ltd (NSE- EMERGE) with ISIN INE0OXV01027, Series: SM & Symbol: TUNWAL. The Company has paid the annual listing fee for the Financial Year 2024-2025 & 2025-2026 to the said Stock Exchanges.

CHANGE IN THE NATURE OF BUSINESS, if any

There is no material change in the nature of business during the year but there is change in composition of the Company from Private Limited to Public Company.

CORPORATE GOVERNANCE

Corporate Governance is an ethically driven business process rooted in strong values, with the objective of enhancing an organizations brand and reputation. It entails making ethical business decisions, operating with integrity, fairness, and transparency, ensuring proper disclosures, complying with applicable laws, and maintaining accountability and responsibility towards all stakeholders. It is also about conducting business in a manner that upholds trust and long-term relationships.

At Tunwal, we ensure that the Companys affairs are managed in a fair, transparent, and value-driven manner, recognizing that this is essential to gaining and retaining stakeholder confidence. As the Company is listed on the SME platform, quarterly Corporate Governance Report filings are exempt; however, we remain committed to timely and accurate filings with NSE and confirm that there have been no instances of non-compliance or penalties imposed by NSE or SEBI. Furthermore, the Company continues to follow robust internal governance practices that reflect our dedication to ethical and transparent operations.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Companys policy is to maintain an optimum combination of Executive and Non-Executive Directors on the Board. None of the director and KMP of the Company is disqualified under the provisions of the Act or the Listing Regulations. The composition of the Board and Key Managerial Personnel is as follows:

Name	Designation
Jhumarmal Pannaram Tunwal	Chairman & Managing Director
Amit Kumar Mali	Whole Time Director
Karan Kumar Saini	Whole Time Director
Kush Gupta	Non-Executive Independent Director
Arshita Singh	Non-Executive Independent Director
Nagraj Naveenchandra Mujumdar	Non-Executive Independent Director
Riya Lunkad	Chief Financial Officer
Bhavana Sangoli* (Last date of holding office was 30th December 2024)	Company Secretary & Compliance Officer
Niharika Choudhary* (wef. 1st January 2025)	Company Secretary & Compliance Officer
Priyant Mane**(Mr. Mane was appointed as CEO with effect from 1st March 2025 and Resigned on 14th May 2025.)	Chief Executive Officer

*During the year under review, Mrs. Bhavana Sangoli tendered her resignation, with her last working day being 30th December 2024. In the Board meeting held on the same date, Ms. Niharika Choudhary was appointed as the Company Secretary & Compliance Officer, with effect from 1st January 2025.

**Further, in the Board meeting held on 24th February 2025, Mr. Priyant Mane was appointed as the Chief Executive Officer of the Company, effective 1st March 2025. Subsequently, Mr. Mane resigned from the said position on 14^th May 2025, and the Stock Exchange as well as the Registrar of Companies (ROC) were duly notified of the same.

All the Non-Executive Independent Directors are qualified to be appointed as such under the relevant provisions of the Companies Act, 2013 read with the rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (" the Listing Regulations") and shall not be subject to determination for retirement of Directors by rotation. In terms of Section 149, 159, 152, 160 and other applicable provisions, if any of the Companies Act, 2013, the Independent Directors been appointed for 5 years, are not liable to retire by rotation. In the opinion of the Board all Independent Directors possess strong sense of integrity and having requisite experience, qualification and expertise. For further details, please refer Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Director as per the provisions of Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (LODR) Listing Regulations, 2015). There has been no change in the circumstances offering their states as independent directors of the company so as to qualify themselves to the companies act 2013 and the relevant regulations.

MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on 24^th February, 2025. The Independent Directors at the meeting, inter alia, reviewed the following:

• Performance of Non-Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Directors and NonExecutive Director.

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA) towards the inclusion of their names in the data bank and they meet the requirements of proficiency self-assessment test. The Company has received declarations of independence in accordance with the provisions of the Act as well as the LODR Regulations from all the Independent Directors.

MEETINGS OF THE BOARD OF DIRECTORS

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/Committee meetings to be held in the forthcoming quarter is circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings. During the year under review, Eight Board Meetings were convened and the gap between the meetings was as per the period prescribed under the Companies Act, 2013.

S.No.	Date of Board Meeting	Board Strength	No. of Directors Present
1	16.05.2024	6	6
2	28.05.2024	6	6
3	01.07.2024	6	6
4	19.07.2024	6	6
5	02.08.2024	6	6
6	14.11.2024	6	6
7	30.12.2024	6	6
8	24.02.2025	6	6

The prevailing policy is to maintain an optimal balance between Executive and Non-Executive Independent Directors, thereby ensuring the Boards independence while clearly delineating its governance and management functions. As of 31st March 2025, the Board comprises six members — including two Whole-Time Directors, one Managing Director, and three Independent Directors, one of whom is a woman Director. The Board periodically reviews and assesses the necessity for changes in its structure and size.

DIRECTORS REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178 OF COMPANIES ACT, 2013

Pursuant to the provisions of Section 178 of the Act, and acting upon the recommendations of the Nomination and Remuneration Committee, the Board has adopted the Companys Nomination and Remuneration Policy. This Policy outlines the framework for the appointment, cessation, assessment, and compensation of the Directors, Key Managerial Personnel, and Senior Management. It further specifies the parameters for determining qualifications, desirable attributes, and other relevant aspects as mandated under Section 178 of the Act. The complete Policy and the detailed criteria are available on the Companys official website.

INFORMATION ON BOARD MEETING PROCEDURE AND ATTENDANCE DURING THE FINANCIAL YEAR 2024-2025

The Companys Board meetings are convened in accordance with the provisions of the Act, the Listing Regulations, and the applicable Secretarial Standards. All information prescribed under the Act and Schedule II of the Listing Regulations, along with any other significant matters as determined by the management, is presented for the Boards review. Comprehensive details on the subjects to be deliberated, accompanied by relevant supporting documents, data, and additional information, are provided in the form of a detailed agenda to the Board and the respective Committees.

This ensures that Directors are equipped to make informed, strategic decisions and provide appropriate guidance to the management.

The Companys policy on the appointment and remuneration of Directors, encompassing the criteria for assessing qualifications, key attributes, independence, and other aspects as prescribed under Section 178(3) of the Companies Act, 2013, has been duly adopted by the Board.

The remuneration of Directors is in strict compliance with the provisions of the Companies Act, 2013 and the rules framed thereunder.

The Company has implemented a Policy for the performance evaluation of the Independent Directors, the Board, its Committees, and individual Directors, including both Non-Executive and Executive Directors. The Board has conducted the evaluation of its own performance, that of its Committees, and of individual Directors, including the Chairman, in accordance with the said policy.

The Company remains committed to aligning itself with the best practices and highest standards across all areas, including Corporate Governance. In pursuit of this commitment, the Board is supported by its Committees, namely the Committee of Directors, the Audit Committee, and the Nomination & Remuneration Committee, which provide analytical and functional assistance. This structured system enhances insight, efficiency, and effectiveness in the designated areas of Corporate Governance.

PERFORMANCE EVALUATION OF THE BOARD

The Company has implemented a Policy for the performance evaluation of the Independent Directors, the Board, its Committees, and individual Directors, including both Non-Executive and Executive Directors. The Board has conducted the evaluation of its own performance, that of its Committees, and of individual Directors, including the Chairman, in accordance with the said policy. The Company remains committed to aligning itself with the best practices and highest standards across all areas, including Corporate Governance. In pursuit of this commitment, the Board is supported by its Committees, namely the Committee of Directors, the Audit Committee, and the Nomination & Remuneration Committee, which provide analytical and functional assistance. This structured system enhances insight, efficiency, and effectiveness in the designated areas of Corporate Governance.

COMMITTEES OF THE BOARD

Currently, the Board has Four Committees which have been established in compliance with the requirements of the business and relevant provisions of the applicable laws and statutes. These are:

• Audit Committee,

• Nomination and Remuneration Committee,

• Stakeholders Relationship Committee and

• Corporate Social Responsibility Committee.

Composition of Committees is mentioned in the Corporate Overview section of this Annual Report.

Sr.No.	Date of Audit Committee Meeting	Members Strength	No. of Members Present
1	16.05.2024	3	3
2	01.07.2024	3	3
3	02.08.2024	3	3
4	14.11.2024	3	3
5	30.12.2024	3	3
6	24.02.2025	3	3

 

	Date of Nomination		No. of Members Present
Sr. No	and Remuneration Committee Meeting	Members Strength
1	30.12.2024	3	3
2	24.02.2025	3	3

 

Sr.N o.	Date of Stakeholders Relationship Committee Meeting	Members Strength	No. of Members Present
1	24.02.2025	3	3

 

Sr.No.	Date of Corporate Social Responsibility Committee Meeting	Members Strength	No. of Members Present
1	14.11.2024	3	3
2	24.02.2025	3	3

DISCLOSURE ON STATEMENT OF DEVIATION(S) OR VARIATION(S)

Original Object	Modified Object, if any	Original Allocation (Rs. in Lakhs)	Modified allocation, if any	Funds Utilized till March, 2025 (Rs. in Lakhs)
Funding of working capital	NA	3500	NA	3500
Research & Development	NA	500	NA	144.66
Pursuing Inorganic Growth	NA	500	NA	500
General Corporate Expenses	NA	2040.98	NA	2040.98
Fresh Issue Expenses	NA	1630.52	NA	1630.53
Total		8,171.50		7,816.16

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING AND FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has implemented a "Code of Conduct for the Prevention of Insider Trading" as well as a "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information".

These codes are framed on the premise that the Companys directors and employees have a fiduciary responsibility, among other duties, towards the shareholders to prioritize their interests over personal gains, and to ensure that personal securities transactions are conducted without creating any conflict of interest. The codes establish a structured framework for the timely and transparent disclosure of Unpublished Price Sensitive Information ("UPSI") to the investor community, thereby enabling informed investment decisions regarding the Companys securities.

The Code of Conduct for the Prevention of Insider Trading outlines the process for dealing in the Companys securities and mandates disclosure requirements for individuals covered under the Insider Trading Policy in relation to their direct or indirect shareholding in the Company.

POLICIES OF THE COMPANY

The Company is committed to high ethical standards in its business transactions guided by its value systems. The Listing Regulations mandate formulation of certain policies for listed companies. Accordingly, the Board of Directors has from time to time framed and approved policies as required by the Listing Regulations as well as under the Act. These policies are reviewed by the Board at periodic intervals.

Some of the key policies that have been adopted till date are as follows:

S.No.		Name of Policy
1		Code of Conduct Policy
2		Policy for determining Materiality of Events
3		Policy on dealing with Related Party Transaction
4		Vigil -Mechanism & Whistle Blower Policy
5		Stakeholders Relationship Committee Policy
6		Terms and Conditions of Appointment of Independent Directors
7		Policy for Nomination and Remuneration Policy
8		Policy for Preservation of Documents
9		Policy of Audit Committee
10	Criteria for payment to Non-Executive Directors
11	Policy for determining material subsidiaries
12	Code of Conduct and Fair Disclosure for Prohibition of Insider Trading
13	Dividend Distribution Policy
14	Familiarization Policy for Independent Directors

The Polices are available on the Companys website on the link

BUSINESS RISK MANAGEMENT

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 the Company may constitute a Business Risk Management Committee which shall be entrusted with the responsibility to assist the Board in:

• Formulating and implementing Risk Management Policy;

• Overseeing and approving the Companys enterprise-wide risk management framework; and

• Overseeing that all the risks that the Company faces such as strategic, financial, credit, market, liquidity, property, IT, legal, regulatory, reputational, employee and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

At present the Company has not identified any element of risk which may perceptibly threaten the existence of the Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

With a view to familiarize the independent directors with the Companys operations, as required under regulation 25(7) of the SEBI Listing Regulations, 2015, the Company held familiarization programmes for the Independent Directors on an ongoing and continuous basis. The details of the familiarization programmes is placed on company website

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a comprehensive Whistle-blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013, details of which are included in Corporate Governance Report. There has been no case to report for the FY 2024-2025, no individual was denied access to the Audit Committee for reporting concerns, if any. The Whistle Blower policy has been placed on the website of the Company at

PREVENTION OF SEXUAL HARASSMENT

The Company has Zero tolerance towards sexual harassment at the workplace and to this end, has adopted a policy in line with the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder, details of which are included in Corporate Governance Report.

An Internal Complaint Committee (ICC) has also been set up to redress complaint received on sexual harassment. During the financial year under review, the ICC received no complaint of sexual harassment and the Annual Report to District Office has also been sent.

STATUTORY AUDITORS & REPORTS

The Auditors Reports for the financial year 2024-25, issued by the Statutory Auditors of the Company, M/s Mittal Agarwal & Company, including the report on Internal Financial Controls, are selfexplanatory and do not contain any observation, qualification, adverse remark, or other infirmity relating to the Companys affairs. The Independent Audit Reports on the Standalone and Consolidated Financial Statements are provided in Part C - Financial Statements.

SECRETARIAL AUDITORS & REPORTS

The Board of Directors, pursuant to the provisions of Section 204 of the Companies Act, 2013, appointed M/s Pawan B Randad & CO, Practicing Company Secretaries as the Secretarial Auditor of the Company, to carry out the Secretarial Audit for the Financial Year 2024-25.

Secretarial Audit Report, issued by the Secretarial Auditor in Form No. MR-3 forms part of this Report and is annexed herewith as Annexure - II.

Noting by Secretarial Auditors

The Auditors noted delayed filing of ROC form CHG 1 of Secured loan on vehicle of amount of Rs. 33,00,000.

Management Response:

The Company hereby submits that the filing of this Form was inadvertently missed. The Company is now in the process of regularizing the matter by filing an application for condonation of delay with the Regional Director

INTERNAL AUDITORS & REPORTS

Based on the recommendation of the Audit Committee, the Board approved the appointment of M/ s. Brijesh S. Chandak & Co., Chartered Accountants (Firm Regn. No. 125296W), as Internal Auditors to conduct the internal audit of the Company for the financial year 2024-2025. The Internal Audit Report submitted by the auditors has been received and contains no adverse remarks.

COST AUDITORS

In accordance with the provisions of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not yet applicable to the Company.

INTERNAL CONTROL SYSTEMS AND ADEQUACY THEREOF

The Companys internal control systems as laid down to commensurate with the nature of its business, the size and the complexity of its operations. These are tested and certified by Statutory as well as Internal Auditors and cover all factories and key areas of business. Significant audit observations and follow up action thereon are reported to the Audit Committee. The Audit Committee, as aforesaid, reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

A Statement containing Particulars of Employees as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed in Annexure- VI.

Further pursuant to the provision to Section 136(1) of the Companies Act 2013 read with the Rule 5(2) of the companies (Appointment & Remuneration of Managerial Personnel) Rules 2014, will be sent to the members of the Company on request.

ANNUAL RETURN

The Annual Return of the Company is uploaded on the website of the Company at

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company is mandated to spend, in each financial year, at least 2% of the average net profits earned during the three immediately preceding financial years on activities outlined under Schedule VII to the Act.

For the financial year 2024-2025, your Company expended a balance amount of ?16,00,000/- (Rupees Sixteen Lakhs only) towards CSR initiatives. This expenditure was duly recommended by the CSR Committee, approved by the Board of Directors, and verified by the Statutory Auditors. The details are attached in Annexure VI.

PARTICULARS REGARDING

CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, the required particulars relating to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo for the financial year ended 31st March, 2025, in respect of the Companys operations in the manufacturing of Electric Two- Wheelers, are mentioned in in Annexure IV

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Provisions of Business Responsibility and Sustainability Report (BRSR) pursuant to Regulation 34(2)(?) of the Listing Regulations is not applicable on your Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, during the financial year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

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

The Company has followed the applicable Secretarial Standards with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

• -Details relating to deposits covered under Chapter V of the Act.

• -Issue of equity shares with differential rights as to dividend, voting or otherwise.

• -Issue of sweat equity shares to the employees or directors of the Company.

• -Neither the Managing Director nor the Wholetime Directors of the Company receive any salary or commission from any of the subsidiaries of the Company.

• -No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

• -No amendment in the policies referred in this report.

The Company discloses the hereby statement

Mr. Jhumarmal Pannaram Tunwal, Promoter Director, Mr. Amit Kumar Mali, Promoter Director, and Mr. Karan Kumar Saini, Director, have extended loans to the Company during the financial year 2024-2025. The requisite consents from the Directors have been obtained, confirming that the funds provided are from their own resources and not out of the Companys funds. Reference may be made to Note No. 29 - Related Party Transactions of the Standalone Financial Statements.

CAUTIONARY STATEMENT

Statements in the Annual Report, including those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations, may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

DIRECTORS RESPONSIBILITY

STATEMENT

Pursuant to the provisions of Section 134(5) of Companies Act, 2013, your Directors state that:

1. In the preparation of annual accounts for the year ended the 31st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

2. The Directors have 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 as on the 31st March, 2025 and of the Profit of the Company for the year ended on that date;

3. The Directors 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, and

4. The Directors have prepared the annual accounts on a going concern basis.

5. The Directors have laid down Internal Financial Controls to be followed by the Company have been laid down and that such internal financial controls are adequate and operating effectively; and The Directors have devised proper systems to ensure compliance with the provisions of all the applicable laws and that such Systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2024- 2025.

DECLARATION REGARDING

COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANYS CODE OF CONDUCT:

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. This Code is available on the website of the Company at

Pursuant to the Listing Regulations, a confirmation from the Managing Director & Chief Financial Officer regarding compliance with the Code by all the Directors and senior management of the Company is given in Annexure - IV.

ACKNOWLEDGEMENTS AND

APPRECIATION

Your Directors take this opportunity to express their deep and sincere gratitude to the Clients, Customers and Shareholders of the Company for their trust and patronage, as well as to the Bankers, Securities and Exchange Board of India, National Stock Exchange, Government of India and other Regulatory Authorities for their continued co-operation, support and guidance.

For and on Behalf of Board of Directors Tunwal E-Motors Limited

Sd/- Jhumarmal Pannaram	Sd/- Amit Kumar Mali Whole Time Director DIN: 07683275	Sd/-	Sd/-
Tunwal		Riya Lunkad	Niharika Choudhary
Managing Director DIN: 07486090		Chief Financial Officer	Company Secretary

Date: 14^th August 2025 Place: Pune