Tulsyan NEC Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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

FINANCIAL HIGHLIGHTS: (Amount In Rs. Lakhs)

Particulars		Standalone		Consolidated
		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
Tax Expenses	Current Tax	0.00	0.00	0.00	0.00
	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 share (EPS)	Basic	(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 COMPANY''S AFFAIRS AND FUTURE OUTLOOK

During the financial year ended March 31, 2025, India retained its position as the world''s second-largest producer of crude steel. The
Country''s 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 Company''s 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 Company''s 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 Company''s 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 Company''s 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 India''s 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 India''s 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/
tfs, 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 India’s Net-Zero Target by 2070: The Green Steel Certification directly contributes to India''s goal of achieving net-zero
emission intensity by 2070. By incentivizing steel producers to lower their emissions, the certification helps drive the Country''s
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 Company''s 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 today''s 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, “What''s 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 Council''s (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 wouldn''t 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 world''s 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. That''s
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 world''s 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 India''s
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 plant''s 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 plant''s 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 Plant''s 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. Here''s 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
plant''s 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, India''s 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 alongwith 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
Company''s 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 Company''s business and suggests steps to be taken to control and mitigate the same.

The Risk Management Policy of the Company is available on the Company''s 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 Company''s 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 Company''s 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 arm''s 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 Board''s 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 Company''s 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 Company''s
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 Director''s 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 Board''s 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.

Sl. No.	Qualification, Reservation or Adverse Remark or Disclaimer made by the Statutory Auditors	Management’s Reply
1	Basis for Qualified Opinion: 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 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. 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.	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. 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.
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) 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)	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. Power plant shutdown was due to maintenance and also depended on the power demand during such months.

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 officers 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
Company''s 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 Company''s
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 arm''s 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	Management’s 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 Company''s 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
For Tulsyan NEC Limited

Sd/-

Lalit Kumar Tulsyan
Executive Chairman
DIN: 00632823

Place: Chennai
Date: 13-08-2025

---

Mar 31, 2024

We are pleased to present the Seventy Seventh (77th) Board''s Report along with the audited standalone and consolidated financial statements and the Auditor''s Report of the Company for the financial year ended March 31,2024.

FINANCIAL HIGHLIGHTS: (Rs. In Lakhs)

		Standalone		Consolidated
	Particulars	FY 2024	FY 2023	FY 2024	FY 2023
Total Revenue		97,352.52	95,260.56	99,459.04	102,383.49
Total Expenses		102,181.04	97,211.05	104,225.55	104,591.05
Profit before tax and exceptional items		(4,828.12)	(1,950.49)	(4,766.51)	(2,207.55)
Exceptional Items		0.00	21,087.13	0.00	(21,087.13)
	Current Tax	0.00	0.00	0.00	0.00
Tax Expenses	Deferred Tax	0.00	5,723.47	(44.04)	5762.38
	Income Tax Earlier Years	188.93	(67.14)	188.93	(67.14)
Profit for the year		(5,017.05)	24,792.98	4,911.40	24,574.82
Other comprehensive income, net		223.73	(16.61)	223.73	(16.61)
Total comprehensive income		(5,240.78)	24,776.37	5,135.13	24,558.21
Earnings per	Basic	(30.31)	149.79	(29.67)	148.48
share (EPS)	Diluted	(30.31)	149.79	(29.67)	148.48

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 COMPANY''S AFFAIRS AND FUTURE OUTLOOK

During the Financial Year ended March 31, 2024, India continues to be the second largest producer of crude steel. Steel Industry faced free fall in the output prices with not tandem reduction in input costs which resulted unfavourable margins and subdued the demand by the consumers.

Despite such difficulties faced, the turnover of the Company increased to Rs.95,600 Lakhs from Rs.95,046 Lakhs which is 0.6 % increase compared to the turnover of the previous year.

TMT sales increased to 1,40,156 Tons from 1,36,987 Tons registering a growth of 2.3%. Despite achieving higher quantum of sales during the year, the drop in prices affected margin increase in the turnover. Loss after tax during the year is Rs. 5,017 Lakhs as against profit of Rs.24,792.98 Lakhs in the previous year. Previous years'' profit was on account of writing back of interest and principal on the term loans and working capital as the company entered into a compromise settlement settled with lenders during the year under review and during the year under review, there was no such write backs and also the operations were not profitable due to drop in steel prices.

FUTURE OUTLOOK:

Steel

Initiative to produce Green Steel

CII- Green Products and Services Council has issued a certificate that “Manufactured by Tulsyan NEC Ltd. at Gummidipoondi, Tamil Nadu, meets the requirements of GreenPro Ecolabel and qualifies as Green Product. This certification is valid till December 2026”.

• Certificate has been granted for 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

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 Certificate

• Having Green Pro certification can enhance the plant''s 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 plant''s 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:

The company is in the process of implementing a Capex program at an estimated cost of Rs.18 Crores 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 2024-25.

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 Plant''s 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: Company has on its drawing board the following plans which are expected to improve and benefit the company summary of which is given below:

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. Here''s 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 plant''s 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 to 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 give 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.

Introduction of Welded Wire Mesh:

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.

Few advantages are:

• Instant and optimized savings in costs, manual labor, and time.

• Reduction in scrap.

• Odd sections can be provided as per requirement, so there will be steel saving.

• Thinner steel can provide greater strength due to welding.

• Better precision with less manpower.

• Better output.

• Stronger bonding involving the rebar, due to welding.

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:

National Steel Policy 2017:

National Steel Policy (NSP) 2017 aims to increase focus on expansion of MSME sector, improve raw material security, enhance R&D activities, reduce import dependency and cost of production, and thus develop a “technologically advanced and globally competitive steel industry that promotes economic growth” eyeing self-sufficiency in production, developing globally economical steel manufacturing capabilities by facilitating investments and cost efficient productions with adequate availability of raw materials.

With focus on R&D, the technology would be of utmost focus over the next decade and MSME steel plants would be the key drivers to achieve the additional capacity required for the India''s consumption led growth and improvement in the overall productivity and quality.

Expected Outcomes of the policy:

The other expected outcomes are as under:

• India to be world leader in energy efficiency and sustainability.

• Cost-effective and quality steel destination.

• Attain global standards in Industrial Safety & Health.

• Substantially reduce the Carbon footprint of the Industry.

• Domestically meet the entire demand of high grade automotive steel, electrical steel, special steel and alloys.

Policy for providing preference to Domestically Manufactured Iron and Steel:

'' The Government had introduced DMI&SP Policy on 8th May, 2017 to provide preference to domestically produced iron & steel material in Government tenders. Further, to fine tune this objective the Policy was revised on 29th May, 2019 and on 31st December, 2020 respectively.

Steel Import Monitoring System (SIMS) for Import data dissemination:

With a view to ensure prior availability of granular data like end-use, IS grade etc. regarding steel import in public domain, before the entry of such imports in India, a Steel Import Monitoring System (SIMS) was notified by DGFT on 5th September, 2019 and became effective from 1st November, 2019. SIMS requires the importer to submit advance information online for import of all steel tariff lines at 8-digit HS Code level wherein they get an automatic registration number for carrying out imports. A token registration fee has been prescribed for this purpose.

SIMS initially covered only 284 HS codes of Chapter 72, 73 and 86 but has since been extended to all items under Chapter 72, 73 and 86 of

ITC HS codes. SIMS is very useful for the Indian domestic steel industry in responding to the market conditions in a more dynamic manner.

Enhancing the scope of the Quality Control Orders on Steel:

Ministry of Steel gave major thrust to Steel Quality Control Order (SQCO) from 2015 onwards thereby banning substandard/ defective steel products to ensure that only quality steel conforming to the relevant BIS standards is made available to the end users.

Recent Initiatives:

• Production Linked Incentive (PLI) Scheme for Specialty Steel.

• Allocation of 3.3% of GDP toward Infrastructure Development in the last budget.

• India''s wish to become a developed nation by 2047 hinges significantly on improving its infrastructure.

• Focus of such expenditure is on the transport and logistics segments.

• Roads & Highways account for the highest share, followed by Railways and Urban Public Transport. The government has set ambitious targets for the transport sector, including development of 2 lakh-km national highway network by 2025 and expanding airports to 220.

• Additionally, plans include operationalizing 23 waterways by 2030 and developing 35 Multi-Modal Logistics Parks (MMLPs).

• Ensuring raw material security for the Steel sector.

• MoU with Russia: A MoU has been signed between Ministry of Steel and the Russian Federation on 14th October, 2021 for cooperation in the field of coking coal, used for steel making. The MoU will benefit the Indian steel sector by diversifying the sources of coking coal which may lead to reduction in input cost for the steel players due to long term commitment of supply of high-quality coking coal to India (up to 40 MT till 2035).

• DRI Making through Coal Gasification in Iron & Steel Making.

• Key initiatives for Atmanirbhar Bharat.

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 high coal prices at which the operations are unviable. However, India''s 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. Company estimates that the coal prices would remain stable at the reduced levels and the company can improve its utilisation levels thereupon. Outlook is expected to be favourable.

Synthetic Division - Performance and Outlook:

The Synthetic Division performance was affected due to recession in the international markets due to which the turnover was down by about 40%. The markets have shown improvement recently and the future looks to be good at present as the demand and prices seem to improve.

* 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 alongwith 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

Company has not issued any instruments during the year requiring credit rating. Credit rating exercise was carried out in the previous year for issue of Listed Secured Non-Convertible Debentures and rating issued for the proposed instrument was “ACUITE C”. As the company did not list the debentures, the rating issued has been withdrawn. CARE which had rated the Bank Borrowings of the company in the past has withdrawn the rating on account of the compromise settlement and payment of such settlement.

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

Color Peppers Media Private Limited, Wholly Owned Subsidiary of the Company have been dissolved and struck off from the Registrar of Companies (ROC) w.e.f. December 30, 2023.

Therefore, as on March 31, 2024, 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 ‘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 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 statement of the 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 the website of the Company at www.tulsyannec.in.

A report of the salient features and a summary of the financial performance of the subsidiary 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. 1,15,23,59,458 and a net profit of Rs. 1,05,60,904 during the FY 23-24 as against a total revenue of Rs. 95,25,67,123 and a net loss of Rs. 2,95,46,942 during the FY 22-23.

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 31,2024 of the Company and the date of this Report.

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 IEPF 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 there are no further unpaid or unclaimed dividend amounts/shares pending with the Company for transferring to the demat account of the IEPF Authority.

SHARE CAPITAL

During the year under review, there has been no change in the share capital of the Company. The detailed capital structure of the Company as on March 31,2024 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 and Paid-up Share Capital of the Company is Rs.25,39,44,292/- (Rupees Twenty Five Crores Thirty Nine Lakhs Forty Four Thousand Two Hundred and Ninety Two) divided into 16,461,407 Equity Shares of Rs.10/- each, 1,10,444 Equity Shares of Rs.3/-each (Partly Paid-up), 94,815 Equity Shares of Rs.6/- each (Partly paid-up) and 88,43,000 6% Non-Convertible Redeemable Preference Shares of Rs.10/- each.

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 approval for such shares from the BSE on August 22, 2024.

TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves for the financial year ended March 31,2024.

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.

During the financial year under review, the Company has obtained short-term unsecured loan from its Executive Directors and has received a Declaration, pursuant to Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, where the Directors have confirmed that the loan amount so given is from their owned funds.

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 this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

In terms of the provisions of the Companies Act, 2013 read with the Rules made thereunder, a detailed report regarding Corporate Social Responsibility is annexed to this Report as ‘Annexure-B''.

The CSR Policy developed and implemented by the Company including the composition of the CSR Committee is uploaded on the Company''s website at www.tulsyannec.in.

Profit after tax on Standalone basis computed as per section 198 of the Companies Act, 2013, being negative, the Company is not required to spend any amount on CSR activities.

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 Company''s business and suggests steps to be taken to control and mitigate the same.

VIGIL MECHANISM

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 Company''s Whistle Blower Policy to enable the Directors, employees and all stakeholders 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.

Whistle Blower Policy of the Company is available on the Company''s 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

Your 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 Schedule V (C) of the SEBI Listing Regulations forms part of this 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 2023-24 were in the ordinary course of business and on an arm''s length basis, and whenever required the Company has obtained necessary approval as per the related party transaction policy of the Company.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such a contract or arrangement in Form AOC-2 does not form a part of this 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 this 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 ‘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 ‘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(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, 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 Company''s 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.

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.

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 Act read with Regulation 16 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 Company''s 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 provision of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent Director''s 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 have integrity, expertise and experience.

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 the Board Diversity Policy which sets out the approach to diversity of the Board. 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 2023-24, the Board had undertaken this exercise through self-evaluation questionnaires.

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 this Annual Report.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

As on March 31, 2024, 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) Woman Non-Executive Independent Director. The Board has an appropriate mix of Executive Directors and Non-Executive Independent Directors, which is in compliant with 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 at its meeting held on June 21,2023, based upon the recommendation of Nomination and Remuneration Committee, had approved the following appointments / re-appointments and recommended the same for approval of the Members at the 76th AGM of the Company which was held on September 15, 2023:

• Mr. Lalit Kumar Tulsyan (DIN: 00632823), Executive Director, who was liable to retire by rotation and being eligible, was re-appointed as a Director, liable to retire by rotation.

• Mr. Manogyanathan Parthasarathy (DIN: 08277111) was re-appointed as an Independent (Non-Executive) Director of the Company for a second term of five consecutive years w.e.f. November 13, 2023 upto November 12, 2028 (both days inclusive).

^ • Mr. Ravi Muthusamy (DIN: 08066520) was regularised and appointed as an Independent (Non-Executive) Director of the Company for a term of five consecutive years w.e.f. June 21,2023 upto June 20, 2028 (both days inclusive).

• Mr. S Chandrasekaran (DIN: 10207445) was regularised and appointed as a Whole Time (Executive) Director of the Company for a term of five consecutive years w.e.f. June 21,2023 upto June 20, 2028 (both days inclusive).

The Members of the Company at their 76th AGM held on September 15, 2023, have also approved the aforesaid appointments / reappointments, based upon the recommendation of the Nomination and Remuneration Committee and the Board.

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

The Board of Directors at its meeting held on July 26, 2024, based upon the recommendation of Nomination and Remuneration Committee, have approved the re-appointment of Mr. Sanjay Tulsyan (DIN: 00632802) as an Executive Director of the Company, liable to retire by rotation, subject to approval of the Members at the ensuing 77th AGM of the Company.

Further, the Board of Directors, on recommendation of the Nomination and Remuneration Committee and through passing of Circular Resolution dated August 25, 2024, have approved the appointment of Mrs. J Sumathi (DIN: 10752449) as an Additional Director (categorized as an ‘Independent Woman Director'') of the Company, not liable to retire by rotation, to hold the office for a term of 5 (five) consecutive years on the Board of the Company with effect from August 25, 2024 till August 24, 2029 (both days inclusive), subject to approval of the members at the ensuing 77th 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.

Key Managerial Personnel

There were no changes in the key managerial personnel(s) of the Company during the FY 2023-24. The Key Managerial Personnel(s) of the Company as on March 31,2024 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 (‘CSR''). The detailed composition of the above committees, as on March 31,2024, are disclosed in Corporate Governance Report, which forms part of this 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 2023-24, the Board met 5 (five) times virtually on June 21,2023; August 12, 2023; November 14, 2023; February 10, 2024; and March 21, 2024 respectively. The maximum interval between any two meetings did not exceed 120 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 this Annual Report.

AUDITORS Statutory Auditors

M/s. CNGSN & Associates LLP, Chartered Accountants, Chennai (Firm ICAI Registration No: 004925S/S200036) 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 in consultation with the Statutory Auditors of the Company.

The Auditors'' Report on the financial statements of the Company for the financial year ended March 31, 2024 contains the following observations:

Sl. No.	Qualification, Reservation or Adverse Remark or Disclaimer made by the Statutory Auditors	Management’s Reply
1	Basis for Qualified Opinion: Balance confirmations and ECL Provisioning: For the financial year ending 31st March 2024, we have not received confirmation of balances in respect of trade payables and trade receivables except for a few. The management represented that these balances are realizable/settled in the ordinary course of business. In the absence of confirmation of balances, we were unable to determine whether any adjustments by way of Provision for Expected Credit losses/ Write-off / Write-back were necessary at the year end.	Company has sought confirmation of Balances from the Debtors and Creditors and based on the confirmation received suitable entries have been passed if so required. Further the communication given to the Debtors or creditors indicates clearly that if no information is received within the stipulated time the balance as per the companies'' books would be deemed to be correct. The management periodically assesses realizability of Debtors and liability in terms of the payables and makes suitable ECL provision. Company would make suitable assessment again and make suitable adjustment for credit losses or write backs.
2	Emphasis of Matter: During the financial year ended 31.03.2023, the Company had repaid the entire loans availed from Banks and obtained a no dues certificate from each bank as per the compromise settlement entered into with them. The company has settled all its dues as per the terms of the Compromise Settlement with its bankers and does not expect any additional obligation out of the Compromise Settlement. Further, the Company had obtained a techno-economic due diligence study on the viability of operations and projections for the future on 28.01.2023 from Cormed Management Services Pvt. Ltd. Though the Company has recorded losses for the financial year under audit, the management strongly believes that the Company will be able to implement the recommendation of the techno economic due diligence study report in all aspects and make a complete turnaround. The Company has also prepaid a portion of the loan borrowed, consequent to which it expects a reduction in the interest costs in the upcoming years (Reference is drawn to Note No.6 of the Standalone Financial Statements).	The management of the company has evaluated conditions such as financial, operating and other conditions that determine company''s ability to continue its performance and improve the same further. Techno Economic Due dilligence report is the basis on which the company has attracted investment and could raise funds to clear its dues to the Banks, fund its capex and working capital requirement.

The Auditors'' Report is enclosed with the financial statements forming part of this 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 officers 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, 2023, was filed with the Central Government within the prescribed time. The Board, on recommendation of the Audit Committee, had appointed M/s. Murthy & Co. LLP, Cost Accountants (Firm Registration Number S200001) as the Cost Auditors to conduct the audit of Company''s cost records for the financial year ended on March 31,2024. The Cost Auditors have submitted their report to the Company on July 26, 2024 for the FY 2023-24.

The Board at its meeting held on May 30, 2024, on recommendation of the Audit Committee, has appointed M/s. Murthy & Co. LLP, Cost Accountants (Firm Registration Number S200001) as the Cost Auditors to conduct the audit of Company''s cost records for the FY 2024-25. 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 arm''s 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 77th 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, Chennai, were re-appointed to conduct the Secretarial Audit of the Company for the FY 2023-24. The Secretarial Audit Report for the FY 2023-24 issued by Mr. M. Damodaran (M. No. 5837, CP No. 5081), Managing Partner at M/s. M. Damodaran & Associates, LLP, in the prescribed Form MR-3 is annexed to this Report as ‘Annexure-E’.

The Secretarial Audit Report for the FY 2023-24 contains the following observations:

Sl. No.	Observations by Secretarial Auditors	Management’s Reply
1.	The Company has delayed in submission of the annual audited financial results for the financial year ended 31.03.2023 to the BSE as required under regulation 33(3) of SEBI (LODR). The Company submitted the results on 21.06.2023. The BSE levied fine for the aforesaid delay and the Company has paid the fine amount to the BSE on 03.07.2023.	The delay in submission of annual audited financial results for the financial year ended 31.03.2023 to the BSE was due to the technical issue in transition of the existing accounting software from ERP to SAP during the first year of implementation. The delay was unintentional and subsequently it was complied with.
2.	The Company has not obtained the in-principle approval from the BSE before the issuance of 16,66,666 equity shares on preferential basis as required under Regulation 28(1) of SEBI (LODR). The BSE levied fine for the aforesaid non-compliance and the Company has paid the fine amount to the BSE on 20.06.2023 and have also filed the application for condonation of delay with SEBI for which the reply is still awaited.	The non-compliance was unintentional and caused due to inadvertence. It has occurred without any malafide intention on the part of the Company. Condonation of delay application was submitted to SEBI and BSE. The Company has received the listing approval from BSE on August 22, 2024.
3.	The company has delayed 25 days in filing of listing application with the BSE after allotment of 16,66,666 equity shares on 31.03.2023 as required under Schedule XIX of SEBI ICDR read with SEBI circular - SEBI/HO/CFD/DIL2/CIR/P/2019/94 dated August 19, 2019. The Company has submitted the listing application on 16.05.2023, which is still pending with the BSE for approval. The BSE levied the fine for the aforesaid delay and the Company has paid the fine amount to the BSE on 30.09.2023.	The delay was unintentional and caused due to inadvertence. It has occurred without any malafide intention on the part of the Company. The Company has received the listing approval from BSE on August 22, 2024.

^ Pursuant to the SEBI circular no. CIR/CFD/CMD/1/27/2019 dated February 8, 2019, the Annual Secretarial Compliance Report for the FY 2023-24, issued by Mr. M. Damodaran (M. No. 5837, CP No. 5081), Managing Partner at M/s. M. Damodaran & Associates, LLP, Practicing Company Secretaries, Chennai, was submitted with the BSE, where shares of the Company are listed, within the stipulated timeline.

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 an Anti-Sexual Harassment Policy 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.

ANNUAL RETURN

A copy of 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.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

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

INTERNAL FINANCIAL CONTROL

The Company has 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 to provide reasonable assurance that all assets are safeguarded, transactions are authorized, recorded and reported properly and applicable statutes, the code of conduct and corporate policies are duly complied with.

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 For Tulsyan NEC Limited

Place: Chennai Sd/-

Date: 26-07-2024 Lalit Kumar Tulsyan

Executive Chairman DIN: 00632823

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the sixty-eighth annual report on the business and operations of the Company and the accounts for the financial year ended 31st March, 2015.

HIGHLIGHTS OF PERFORMANCE

The comparative figures on the Company's financial performance on stand-alone and consolidated basis are detailed hereunder:

(Rs. In Lacs)

CONSOLIDATED STANDALONE

Particulars 2015 2014 2015 2014

Revenue from Operations (Net) and other 129941.65 135430.18 124026.64 129033.04 income

Profit Before Tax (PBT) (5836.13) (3957.09) (4737.24) (3909.36)

Provision for Tax 1557.78 (2183.89) (1065.18) 2180.59

Profit After Tax (PAT) (4278.35) (6140.98) (3672.06) (6089.95)

Balance brought forward from previous year (1074.44) 5178.38 (672.08) 5417.87

Transferred to Fixed Assets on useful life (545.32) - (23.36) -

Dividend (29.33) (102.65) - -

Corporate Tax on Dividend (5.97) (17.44) - -

General Reserve

Surplus carried to the next year's account (5933.41) (1082.69) (4367.50) (672.08)

The Company proposes to transfer an amount of Rs. NIL to the General Reserves. An amount of Rs. NIL is proposed to be retained in the Statement of Profit and Loss. .

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 1469.52 lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

FINANCE

Cash and cash equivalent as at March 31, 2015 was Rs.5005.64 lacs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

PARTICULARS OF LOANS, GUARANTEES OR 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.

OPERATIONS AND OUTLOOK

During the year under review, a prolonged demand slump and growing interest cost has affected the performance of your Company. The sales and other receipts declined by 3.88% YOY to Rs.124026.64 lacs. EBITDA dropped by 24.14% YOY to Rs. 1430.15 lacs and PAT increased by 39.70% YOY to Rs.(3672.06) lacs. As in the past during the current year also there were drastic power cuts consequently affecting our costs and also the production. The other additional Power Plant of 35 MW capacity is under implementation and expected to commence its commercial operation shortly.

Some or the (actors attributable to the decline / changes in the profit margins and their impact on the performance of your Company are given hereunder;

The decline in demand for steel in India during the previous two years has caused significant impact on the revenues of your Company. The Government of India had earlier envisaged that the growth in steel consumption to be over 10% based on which additional capacities in steel industry were established in the country. However, due to the lack of demand, the offtake has been much below the anticipated sales. Hence,the turnover in steel has come down causing impact on the profit margins of your Company.

There has also been pressure on pricing the goods due to the lack of demand. The dumping of steel in India by China also contributed in pricing the products of your Company at low value.

The other factors that impacted the revenues and the profit margins were high cost of raw materials without any commensurate increase in the selling prices of steel and steel products. The increase in the manufacturing overheads in synthetic division on account of high cost of raw materials also affected the performance of your Company.

The resulting losses were being offset by increased profitability derived from the power division. Your Company was able to contain the losses by means of better cost management and reduction in interest costs despite increased interest bearing debts on account of Corporate Debt restructuring the company underwent during the year.

DIVIDEND

The Directors do not recommend any Dividend for the year under review on account of losses incurred during the year.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting financial position of the Company which have occurred between the end of the financial year of the Company i.e March 31, 2015, and the date of the Directors' Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The subsidiaries of the Company as on 31st March, 2015 are as follows : Cosmic Global Limited, Tulsyan Power Limited, Chitrakoot Steel and Power Private Limited, Balaji Engineering & Galvanizing Limited, Color Peppers Media Private Limited and TG Logistics Private Limited.

Performance of Subsidiaries

Cosmic Global Limited

Cosmic Global Limited, a subsidiary company of the Company is engaged in the business of providing services for clients through high speed telecommunications, computer networking, satellite communication or directly at the client's site for any kind of data analysis, data processing, data conversion, software development, software debugging, software testing and analysis, handling telephonic inquiries, training people in any of the above or any other related areas.

Tulsyan Power Limited

Tulsyan Power Limited, a subsidiary company of the Company was incorporated with a view to engage itself in the business of development, establish, own, operate and maintain power plants of all types and capacities including thermal, hydro, 'gas, renewal energy (such as photovoltaic, wind mill, etc.) and/or any other means and to generate and supply power to the public and private companies and/or boards in India. The company has not yet commenced any commercial activity.

Chitrakoot Steel and Power Private Limited Chitrakoot Steel and Power Private Limited, a wholly- owned subsidiary of the Company was incorporated with the view to establish, own or acquire ferrous and non-ferrous metal melting furnaces, sponge iron units, etc and also to carry on business as traders & manufacturers of sponge iron.

Balaji Engineering & Galvanizing Limited Balaji Engineering & Galvanizing Limited, a subsidiary company of the Company was incorporated with the view to engage itself in the business of engineering, fabrication of electrical post and towers and galvanizing steel and to undertake the business as iron-masters, iron and steel makers, steel converters and steel fabricators; also as manufacturers of dealers in ferrous and non-ferrous castings and forgings of all types. The company has not commenced commercial activity till date.

Color Peppers Media Private Limited

Color Peppers Media Private Limited, a wholly- owned subsidiary of the Company deals in Intellectual Property Management and Marketing Solutions.

TG Logistics Private Limited

TG Logistics Private Limited, a wholly-owned subsidiary of the Company engaged in the business of Logistics, customs clearing and forwarding agents including import cargo clearance and Export cargo clearance.

As on the date of this report, the Company has no joint ventures and associate companies as defined in the provisions of the Companies Act, 2013 and the Rules made thereunder.

A report on the performance and financial position of each of the subsidiaries, associate and joint venture companies as per the Companies Act, 2013 is provided as Annexure A to the Consolidated Financial Statement and hence not repeated here for the sake of brevity.

In accordance with third proviso to Section 136(1) of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements are available on Company's website www.tulsyannec.in.

Further, as per fourth proviso to the said Section, the audited annual accounts of each of the said subsidiary companies of the Company are also available in the Company's website www.tulsyannec.in. Any shareholder who may be interested in obtaining a copy of the aforesaid documents may write to the Company Secretary at the Company's Registered / Corporate Office. Further, please note that the said documents will be available for examination by the shareholders of the Company at its Registered / Corporate Office during business hours.

DEPOSITS

The Company has complied with the provisions of Section 74(2) of the Companies Act, 2013 by making an application to the Tribunal / Company Law Board seeking extension of time for repayment of unsecured loans deemed as deposits as per the provisions of the Companies (Acceptance of Deposits) Rules, 2014. The Company proposes to seek fresh approval of shareholders in accordance with the provisions of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

The details relating to deposits, covered under Chapter V of the Act,-

(a) Accepted during the year;

Rs.26,16,97,484.00

(b) Remained unpaid or unclaimed as at the end of the year;

Rs. 14,36,80,320.50

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) At the beginning of the year;

NIL

(ii) Maximum during the year;

NIL

(iii) At the end of the year;

NIL

(iv) The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013

The Company has made an application with the Company Law Board (CLB) seeking extension of time for repayment of unsecured loans deemed as deposits as per the provisions of the Companies Act, 2013. The Company is awaiting order from CLB.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The transaction with a related party shall be considered material if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year exceeds ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto has been disclosed in Form No. AOC 2 as Annexure I in compliance of provisions of Section 134(3)(h) of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

AUDITORS Statutory Auditors

Messrs C.A. Patel & Patel, Chartered Accountants, Chennai, having Firm Registration No.005026S, have been appointed as statutory auditors of your Company for a period of three consecutive years in the last annual general meeting of the Company held on 30th September, 2014.

As per the provisions of the Companies Act, 2013, the said appointment is required to be ratified at every annual general meeting of the Company. The Board at its meeting held on 28lh August, 2015 has approved the appointment of Messrs C.A. Patel & Patel, Chartered Accountants, Chennai, having ICAI Firm Registration No.005026S, as statutory auditors of the Company for the FY 2015-16 subject to ratification by shareholders at the annual general meeting of the Company.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of Billets & TMT Bars - Steel and PP Woven sacks & Woven Fabric: Organic & In-organic Chemicals is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Messrs Murthy & Co. LLP, Cost Accountants (Membership No. 7568), to audit the cost accounts of the Company for the financial year 2015-16 on a remuneration of Rs.70,000 (Rupees Seventy Thousand only).

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to Messrs Murthy & CO. LLP. Cost Auditors is included at Item No.4 of the Notice convening the Annual General Meeting.

The Company has also received necessary certificate under Section 141 of the Act 2013 conveying his eligibility for re-appointment. The remuneration fixed by the board, based on the recommendation of the audit committee is required to be ratified by the members at the AGM as per the requirement of Section 148(3) of the Act 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s M. Damodaran & Associates, a firm of Company Secretaries in practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure II.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return as provided under sub section (3) of section 92 of the Companies Act, 2013 in Form No. MGT - 9 forming part of the Board's report is enclosed as Annexure III with the report in compliance of section 134 of the Companies Act, 2013.

HUMAN RESOURCES

Your Company has taken many initiatives to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. Your Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. It considers people as its biggest assets. A significant effort has also been undertaken to develop leadership as well as technical / functional capabilities in order to meet future talent requirement.

DIRECTORS:

The Ministry of Corporate Affairs (MCA) has notified majority of the provisions inter alia provisions relating to selection, manner of appointment, roles, functions, duties, re-appointment of independent directors (IDs) and the relevant rules under the Companies Act, 2013 (the Act 2013) and made them effective 1st April 2014. The existing composition of the Company's Board is in conformity with the applicable provisions of the Act 2013 and Clause 49 of the Listing Agreement having the following directors as non-executive IDs, namely Mr.C.Ramachandran, Mr. P.T. Rangamani and Mrs. Kalyani Venkatesan.

A) Changes in Directors and Key Managerial Personnel

Shri R.P. Shanthakumar, Chartered Accountant, (Membership No.027941) has been appointed as Chief Financial Officer of the Company with effect from 21st April, 2015.

Smt. Kalyani Venkatesan has'been appointed as additional Director on the Board of the Company at the Board meeting held on 13th February, 2015 subject to approval of shareholders at the annual general meeting.

Shri S. Ramakrishnan, a Non-Executive Independent Director of the Company resigned from the Board on 1st October, 2014.

Shri V. Kirubanandan, a Non-Executive Independent Director of the Company resigned from the Board on 25th March, 2015.

Shri A.P. Venkateswaran, whole-time Director (Finance & Accounts) resigned from the Board on 29th May, 2015.

The name of the director who is liable to retire by rotation

In terms of the provisions of sub-section (6) read with explanation to Section 152 of the Act 2013, two-third of the total number of directors i.e., excluding IDs, are liable to retire by rotation and out of which, one-third is liable to retire by rotation at every annual general meeting.

Accordingly, Shri Sanjay Tulsyan, Managing Director, is, therefore, liable to retire by rotation, at the ensuing AGM, and being eligible, offers himself for re-appointment. The brief resume of this Director proposed to be appointed and re-appointed and other relevant information have been furnished in the Notice convening the AGM. An appropriate resolution for his appointment / re-appointment is being placed for approval of the members at the AGM. The Board, therefore, recommends his appointment / re-appointment as Director of the Company liable to retire by rotation.

B) Declaration by an Independent Director(s) and re-appointment, if any

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Smt. Kalyani Venkatesan has been appointed as Additional Director on the Board of the Company at the Board meeting held on 13th February, 2015 subject to approval of shareholders at the annual general meeting.

In terms of the provisions of Section 149(10) read with Section 149(5) of the Act 2013, IDs are eligible to hold office for a term upto five consecutive years on the board and eligible for re-appointment for the second term on passing special resolutions by the Company. During the period, they will not be liable to 'retire by rotation' as per the provisions of Sections 150(2), 152(2) read with Schedule IV to the Act 2013.

It is, therefore, proposed to appoint Smt. Kalyani Venkatesan as Independent Director for a consecutive period of five years at the AGM. Necessary declarations have been obtained as envisaged under the Companies Act 2013.

Both the Nomination and Remuneration Committee and the Board also ensured that her appointment as ID are in compliance with the requirements under the relevant statutes and that there were appropriate balance of skills, experience and knowledge in the board, so as to enable the Board to discharge its functions and duties effectively.

Notices in writing signifying the intention to offer her candidature as ID of the Company along with the requisite deposit has been received from the member of the Company in terms of Section 160 of the Act 2013.

C) FORMAL ANNUAL EVALUATION

The manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual Directors is disclosed in the report on Corporate Governance.

RISK MANAGEMENT POLICY

In compliance with Section 134 (3) (n) of the Companies Act, 2013 and Clause 49 (VI) of the Listing Agreement, the Company has developed Risk Management Policy in order to lay down risk assessment and minimisation procedures.

The Board of Directors of your Company oversee the development of Risk Management Policy and the establishment, implementation and monitoring of the Company's risk management system, in accordance with the policy.

The Chairman / Managing Director have the responsibility for identifying, assessing, monitoring and managing risks. They are also responsible for identifying any material changes to the Company's risk profile and ensuring, with approval of the Board, the risk profile of the Company is updated to reflect any material changes. The implementation of the risk management system and day-to-day management of risk is the responsibility of the Chairman / Managing Director, with the assistance of senior management, as required.

The Chairman is required to report to the Board as to the effectiveness of the Company's management of its material business risks on a regular basis.

The Heads of respective Departments of the Company shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Chairman / Managing Director.

The Company considers that any risk that could have a material impact on its business should be included in its risk profile.

The areas of risk include:

a. Raw Material Risk

b. Quality Risk

c. Technology Risk

d. Competition Risk

e. Financial Risk including Foreign Exchange Risk

f. Realisation Risk

g. Cost Risk

h. Legal Risk

The Foreign Exchange Risk Management Policy of the Company forms part of this policy.

The key risk management process would include

i. Risk Identification

ii. Assessment of identified risk

iii. Risk measurement

iv. Risk mitigation

v. Monitoring of the risk mitigation efforts

vi. Risk reporting and disclosures

vii. Integration with strategy and business plan

ROLE OF AUDIT

A strong and independent Internal Audit Function at the corporate level carries out risk focussed audits across all businesses, enabling identification of areas where risk management processes may need to be improved. The Audit Committee of the Board reviews Internal Audit findings, and provides strategic guidance on internal controls. It also monitors the internal control environment within the Company and ensures that Internal Audit recommendations are effectively implemented.

RESPONSIBILITY TO STAKEHOLDERS

The Company considers the reasonable expectations of stakeholders particularly with a view to preserving the Company's reputation and success of its business.

Factors which affect the Company's continued good standing are included in the Company's risk profile.

CONTINUOUS IMPROVEMENT

The Company's risk management system is always evolving. It is an ongoing process and it is recognised that the level and extent of the risk management system will evolve commensurate with the development and growth of the Company's activities. The risk management system is a "living" system and the documentation that supports it will be regularly reviewed and updated in line with the Company's objectives.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

a) in the preparation of the annual financial statement for the year ended March 31,2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; .

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company has been practising the principles of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity. A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) form part of this Annual Report.

The Managing Director and the Chief Financial Officer of the Company have certified to the Board on financial statements and other matters in accordance with Clause 49 (V) of the Listing Agreement pertaining to CEO/CFO certification for the financial year ended 31st March 2015.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Company's operational and financial performance as well as the initiatives taken by the Company in key functional areas such as Human Resources and Industrial Relations is separately discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

INFORMATION TECHNOLOGY

The Company has been using ERP for integrating its various business processes within the Company and its business partners. The Company continued to implement several projects in supply chain to improve its efficiency and transparency.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The average of net profits as prescribed under the Companies Act, 2013 was found to be negative and hence your Company was not in a position to spend or make any contribution for the social welfare activities during the year under review. The Annual Report on CSR activities is enclosed as Annexure IV.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129 of the Act, the Company has prepared consolidated financial statements of the Company, which shall be laid before the ensuing 68th Annual General Meeting of the Company along with the laying of the Company's Financial Statement under sub-section (2) of Section 129 of the Act i.e. Standalone Financial Statement of the Company. Further, pursuant to the provisions of Accounting Standard 21, Consolidated Financial Statements notified under Section 133 of the Act, read together with Rule 7 of the Companies (Accounts) Rules, 2014, issued by the Ministry of Corporate Affairs, the Consolidated Financial Statements for the financial year ended 31st March, 2015, form part of this Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure V.

PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each director to the median employees' remuneration and other details in terms of Section 197(12) of the Act with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the Rules"), forms a part of this Annual Report as Annexure VI.

The Company had 2 employees who were employed throughout the year and were in receipt of remuneration more than Rs.60 lacs per annum. In terms of Section 136 of the Companies Act, 2013, the copy of the financial statements of the Company, including the consolidated financial statements, the auditors' report and relevant annexures to the said financial statements and reports are being sent to the Members and other persons entitled thereto, excluding the information in respect of the said employees containing the particulars as specified in Rule 5(2) of the said Rules, which is available for inspection by the Members at the Company's Registered / Corporate Office during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, he may write to the Company Secretary of the Company at its Registered / Corporate Office. The financial statements, reports etc. of the Company are available on the website of the Company www.tulsyannec.in.

ACKNOWLEDGEMENT

The directors thank the bankers, investing institutions, customers and various stakeholders for their valuable support and assistance. The directors wish to place on record their appreciation of the very good work done by all the employees of the Company during the year under review. The directors also thank the investors for their continued faith in the Company.

For and on behalf of the Board

Lalit Kumar Tulsyan

Executive Chairman

Place: Chennai Date : 28th August, 2015

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the sixty-seventh annual report and the audited accounts for the year ended 31st March, 2014.

Financial Highlights

Rupees in Lakhs

Particulars 2013-2014 2012-2013

Profit before Depreciation (1247.81) 1404.51 and tax

Less: Depreciation 2168.37 901.69

Profit for the year before Exceptional Items (3416.18) 502.82

Less: Exceptional Items 493.18 -

Profit for the year (3909.36) 502.82

Less: Provision for Current Tax - 97.65

Deferred Tax 2180.59 25.40

Add: Surplus brought forward 5417.87 5129.76

Amount available for (672.08) 5509.53 Appropriations

Appropriations:

Dividend - 57.36

Corporate Tax on Dividend - 9.30

General Reserve - 25.00

Balance Carried Forward (672.08) 5417.87

OPERATIONS AND OUTLOOK

During the year under review, a prolonged demand slump and growing interest cost has affected the performance of your Company. The sales and other receipts grew 11.87% YOY to Rs.129033.04 lakhs. EBITDA dropped by 12.46% YOY to Rs.5923.75 lakhs.

As in the past during the current year also there were drastic power cuts consequently affecting our costs and also the production. The other additional Power Plant of 35 MW capacity is under implementation and expected to commence its commercial operation shortly.

Some of the factors attributable to the decline in the profit margins and their impact on the performance of your Company are given hereunder;

Late implementation of Power Plant:

Despite achieving Commercial Operation during December 2012, synchronization of the Power Plant with Grid was achieved by end of July 2013. This delay was attributable to the right of way issue prevailed while laying the transmission towers from Power Plant to TNEB Substation. The Company had installed 48 towers instead of 30 towers as per norms of TNEB on account of right of way issue - a critical factor that had caused delay in implementing the project. Further, the uncertainty and high cost associated in Grid Connectivity had also delayed the whole process of Commercial production by one year. This total delay of one year resulted into loss of Revenue.

Operational inefficiency in Wire Rod:

Your Company has shifted the entire operation of TMT Rod from its Ambattur unit to Gummidipoondi unit and been installing new technology for Wire Rod, a value added product of TMT Bars. This production of wire rods results in saving handling cost and reduces the end cutting wastages.

However, the equipments imported by the Company had not been performing at its optimum level. Your Company had entered into contract with Morgardshammar AB of Sweden for setting up of Wire Rod Machine and with Sund Birsta, Sweden for setting up the handling equipment. Both the Companies are renowned names among the Steel Manufacturing and in the past supplied the equipment to other steel competitors in Indian Market. The output at desired level could not be achieved on account of fault in handling equipments. This has further resulted in production loss and revenue loss. The vendors have acknowledged the fault and started working to resolve the defects and deficiencies in the equipments.

Increase in the Interest Cost due to delay in the Project:

The base rate of your Company''s bankers has remained at higher level. The much anticipated decrease in the interest rate has not been materialized leading to high interest cost. Further, the delay in the setting up of the Company''s Power Plant and delay in stabilization of Wire Rod division, both have contributed for the revenue loss. The payments of standing finance costs to the Bankers by way of interest on Term Loan / working capital during the periods of delay in the implementation of the power plant / operation of wire rod unit further resulted into revenue loss.

Foreign Exchange fluctuation:

Your Company had imported Scrap and Coal approximately 234861.619 MT. Despite entering into forward booking contract, the foreign exchange fluctuations prevailed during FY 2013-14 impacted the Company''s revenue to a greater extent and resulted into loss in revenue.

The price of steel scrap has remained stable whereas the price of TMT bars has been dropped. This has led to the shrunk in the gap between the price of the raw material and the finished product thereby causing significant decline in the profit margins. The off-take of steel has been very bad as the steel companies which were anticipated to grow close to 7% per year have grown only close to 1% thereby creating excess capacity in the country causing the steel prices to become lower.

The growth in the steel market is expected to be muted in the short term on account of poor growth in core consumer sectors such as infrastructure and construction. Domestic steel prices are also influenced by trends in raw material prices, demand - supply conditions in the market, international price trends among others. The steel industry is characterized by high capital intensity, high dependence on bulk raw materials, cyclical growth trends, perpetual over- capacity and relatively low profitability.

The Indian economy was expected to grow at 10% and the steel consumption was expected to increase by 12% annually. However, the country''s growth has come down to 4.5% and the steel consumption has increased by meagre 2% only. This has caused the problem of over capacity.

Since 2008, the global economies, including India, have experienced a significant turbulence and uncertainty. Despite some stability coming back from actions taken in response to the emerging challenges worldwide, the global economic recovery remains fragile. This has affected the growth path of the Indian steel industry in more than one ways. The world witnessed volatility in commodity prices, more particularly in the case of those related to the steel industry such as iron ore, coking coal, nickel, manganese ores, and non-coking coal. This left a profound impact on the steel industry globally since 2008 and running into 2014. Also, during this period, global steel production and consumption growth have slowed down and the world is faced with an excess capacity in crude steel making to the tune of over 550 million tones. While the Indian steel demand and production have grown steadily till 2011-12, the same also has lost pace in the past two years.

DIVIDEND

The Directors do not recommend any Dividend for the current year.

DIRECTORS

During the year, the Ministry of Corporate Affairs (MCA) has notified majority of the provisions inter alia provisions relating to selection, manner of appointment, roles, functions, duties, re-appointment of Independent Directors (IDs) and the relevant rules under the Companies Act, 2013 (the Act 2013) and made them effective 1st April 2014. The existing composition of the Company''s Board is fully in conformity with the applicable provisions of the Act 2013 and Clause 49 of the Listing Agreement having the following directors as non-executive IDs, namely Mr.C.Ramachandran, Mr. V. Kirubanandan, Mr. S. Ramakrishnan and Mr. P.T. Rangamani.

In terms of the provisions of Section 149(10) read with Section 149(5) of the Act 2013, IDs are eligible to hold office for a term upto five consecutive years on the Board and eligible for re-appointment for the second term on passing special resolutions by the Company. Further as per SEBI Circular Ref.No.CIR/CFD/POLICY CELL/2/2014 dated 17th April 2014, a person who has already served as an Independent Director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of his present term, for one more term of up to five years only.

During the period, they will not be liable to ''retire by rotation'' as per the provisions of Sections 150(2), 152(2) read with Schedule IV to the Act 2013. It is, therefore, proposed to appoint them as IDs for a consecutive period of five years at the AGM. Necessary declarations have been obtained from them, as envisaged under the Act 2013.

Both the Nomination and Remuneration Committee and the Board also ensured that their appointments as IDs are in compliance with the requirements under the relevant statutes and that there were appropriate balance of skills, experience and knowledge in the Board, so as to enable the Board to discharge its functions and duties effectively.

Notices in writing signifying the intention to offer their candidatures as IDs of the Company along with the requisite deposit have been received from members of the Company in terms of Section 160 of the Act 2013. In terms of the provisions of sub-section (6) read with explanation to Section 152 of the Act 2013, two-third of the total number of Directors i.e., excluding IDs, are liable to retire by rotation and out of which, one-third is liable to retire by rotation at every annual general meeting.

Accordingly, Mr Lalit Kumar Tulsyan, Chairman and Executive Director of the Company, is, therefore, liable to retire by rotation, at the ensuing AGM, and being eligible, offers himself for re-appointment. The brief resume of this Director proposed to be appointed and re-appointed and other relevant information have been furnished in the Notice convening the AGM. An appropriate resolution for his appointment/ re-appointment is being placed for approval of the members at the AGM. The Board, therefore, recommends his appointment / re-appointment as Director of the Company.

AUDITORS

Statutory Auditors

The Statutory Auditors of the Company, retire at the ensuing Annual General Meeting of the Company and are being eligible, offer themselves for re-appointment.

As per the provisions of Section 139 (1) and (2) of the Act 2013, the statutory auditors are required to be appointed for a term of five consecutive years i.e., till the conclusion of sixth annual general meeting and ratify their appointment, during the period, in every annual general meeting by an ordinary resolution. The period for which any firm has held office as auditor prior to the commencement of the Act 2013 will be taken into account for calculating the period of five consecutive years, as per the fourth proviso to Section 139(2) of the Act 2013 read with Rule 6(3) of the Companies (Audit and Auditors) Rules, 2014.

Further, as per Companies (Audit and Auditors) Rules 2014, in case of an audit firm that has been functioning as auditor in the Company for a period of 10 years or more, then the maximum number of consecutive years that the firm may be appointed in the Company shall be 3 years.

Hence, the appointment and rotation of M/s. C.A. Patel & Patel, Chartered Accountants, Chennai, who were earlier appointed as statutory auditors of the Company, at the annual general meeting held on 23rd September, 2013, shall now be governed by the provisions of section 139 of the Companies Act, 2013, and the provisions of Rule 6(3) of the Companies (Audit and Auditors) Rules, 2014.

Accordingly, Messrs. C.A. Patel & Patel, Chartered Accountants, Chennai, having Firm Registration No.005026S allotted by the Institute of Chartered Accountants of India, are eligible to be re-appointed as statutory auditors of the Company to hold office from the conclusion of this Annual General Meeting for three consecutive years, subject to ratification at every annual general meeting.

The Company has obtained necessary certificate under Section 141 of the Act 2013 from the auditor conveying their eligibility for the above appointment. The Audit Committee and Board reviewed their eligibility criteria, as laid down under Section 141 of the Act 2013 and recommended their appointment as Statutory Auditors for the aforesaid period.

Cost Auditor

As required under the Companies (Cost Accounting Records) Rules 2011, the Company filed the Cost Audit Report for the financial year 2012-13 in XBRL format.

As per Companies (Audit and Auditors) Rules 2014, the Board is required to appoint an individual, who is a cost accountant in practice, or a firm of cost accountants in practice, as cost auditor on the recommendations of the Audit committee, which shall also recommend remuneration for such cost auditor. Further, the remuneration recommended by the Audit Committee shall be considered and approved by the Board of Directors and ratified subsequently by the shareholders.

Accordingly, the Board at its meeting held on 30th June, 2013 has appointed M/s Murthy & Co. LLP, Cost Accountants (Membership No. 7568), as Cost Auditor of the Company for conducting the Cost Audit for the financial year 2014-15. The audit committee at its meeting held on 30th June, 2013 has recommended his appointment and remuneration subject to the compliance of all the requirements as stipulated in circular no. 15/2011 dated 11th April 2011 issued by the MCA.

As per Companies (cost records and audit) Rules, 2014 notified by Ministry of Corporate Affairs on 1st July 2014, the notice of appointment of Cost Auditor M/s Murthy & Co. LLP, Cost Accountants, as Cost Auditors has been filed with the Registrar of Companies / Ministry of Corporate Affairs through electronic mode in Form CRA-2 as prescribed under the said Rules.

The Company has also received necessary certificate under Section 141 of the Act 2013 conveying his eligibility for re-appointment. The remuneration fixed by the Board, based on the recommendation of the audit committee is required to be ratified by the members at the AGM as per the requirement of Section 148(3) of the Act 2013.

Secretarial Auditors

As required under Section 204 of the Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related records of the Company and to provide a report in this regard.

Accordingly, M/s. M. Damodaran & Associates, Company Secretaries, Chennai have been appointed as Secretarial Auditors for carrying out the secretarial audit for the financial year 2014-15 for attaching their report with the Board''s report to the shareholders.

CORPORATE GOVERNANCE

The Company has been practising the principles of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity. A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) form part of this Annual Report. The Executive Chairman and the Whole-time Director (Finance & Accounts) have certified to the Board on financial statements and other matters in accordance with Clause 49 (V) of the Listing Agreement pertaining to CEO/CFO certification for the financial year ended 31st March 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Company''s operational and financial performance as well as the initiatives taken by the Company in key functional areas such as Human Resources and Industrial Relations is separately discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

INFORMATION TECHNOLOGY

The Company has been using ERP for integrating its various business processes within the Company and its business partners. The Company continued to implement several projects in supply chain to improve its efficiency and transparency.

INTERNAL CONTROL AND THEIR ADEQUACY

The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. Information provided to management is reliable and timely and statutory obligations are adhered to.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board at its meeting held on 26th February, 2014, constituted a Corporate Social Responsibility Committee with Mr.C. Ramachandran as the Chairman of the Committee, Mr. A.P. Venkateswaran and Mr. P.T. Rangamani as Members.

Your Company strives to undertake activities relating to promotion of education, environmental sustainability and protection of art and culture for addressing the social concerns as part of its CSR policy.

SUBSIDIARY COMPANIES

The following are the subsidiaries of the Company as on 31st March, 2014:

1) Cosmic Global Limited

2) Tulsyan Power Limited

3) Chitrakoot Steel and Power Private Limited

4) Balaji Engineering & Galvanizing Limited

5) Color Peppers Media Private Limited

6) TG Logistics Private Limited

As per the General Circular No.2/2011 vide Ref.No.51/12/2007-CL-III dated 8th February 2011 issued by the Ministry of Corporate Affairs, the Balance Sheet, the statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company and that the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. Any member seeking copy of the annual report(s) of the subsidiary company(ies) may write to the Company Secretary for obtaining copy of the same.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Listing Agreement with the Stock Exchanges, the consolidated financial statements of the Company are attached. The Ministry of Corporate Affairs (MCA), Government of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

The annual accounts, reports and other documents of the subsidiary companies will be made available to the stakeholders, on receipt of a request from them, at the registered office of the Company during the business hours on any working day of the Company. If any member or investor wishes to inspect the same, it will be available during the business hours of any working day of the Company.

A statement giving the following information in aggregate of each subsidiary including its subsidiaries consisting of (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation and (j) proposed dividend has been attached with the consolidated balance sheet of the Company in compliance with the conditions of the said circular issued by MCA.

STATUTORY STATEMENTS

Conservation of energy, technology absorption and foreign exchange earnings and outgo

As per the requirements of Section 217(1)(e) of the Companies Act, 1956 (the Act) read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, the information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure I to this report.

Particulars of employees

The particulars required pursuant to Section 217(2A) of the Act read with the Companies (Particulars of Employees) Rules, 1975 as amended, are given in Annexure II to this report. However, in terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors'' Report and Accounts are being sent to all the shareholders of the Company excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the registered office of the Company.

Public Deposits

The Company has complied with the provisions of Section 58A of the Companies Act, 1956 and Rules made there under in respect of acceptance of deposits from public. There are no unpaid/unclaimed deposits.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit/Loss of the Company for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a "Going Concern" basis.

ACKNOWLEDGEMENT

The Directors thank the bankers, investing institutions, customers and various stakeholders for their valuable support and assistance. The Directors wish to place on record their appreciation of the very good work done by all the employees of the Company during the year under review. The Directors also thank the investors for their continued faith in the Company.

For and on behalf of the Board

Lalit Kumar Tulsyan Executive Chairman Place: Chennai Date: 30th June, 2014

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Mar 31, 2013

The take pleasure in presenting the 66th Annual Report of the Company together with the Audited Balance Sheet, Statement of Profit and Loss and Cash Flow Statement for the year ended 31st March, 2013.

FINANCIAL RESULTS

Rs.in Lakhs 2012-2013 2011-2012

Profit before Depreciation and tax 1404.51 2426.37

Less: Depreciation 901.69 885.08

Profit for the year before exceptional items 502.82 1541.29

Less: Exceptional Items

Profit for the year 502.82 1541.29

Less: Provision for Current Tax 97.65 358.00

Deferred Tax 25.40 (145.36)

Add: Surplus brought forward 5129.76 4050.36

Amount available for appropriation 5509.53 5379.01

Appropriations:

Dividend 57.36 163.05

Corporate Tax on dividend 9.30 8.20

General Reserve 25.00 78.00

Balance carried forward 5417.87 5129.76

OPERATIONS AND OUTLOOK During the year under review, a prolonged demand slump and growing interest cost has affected us badly. Sales and other receipts grew 1.58% YOY to Rs. 114796.75 Lakhs. EBITDA dropped by 42.11% YOY to Rs. 2426.37 Lakhs and PAT Shrunk by 71.41% YOY to 379.78 Lakhs.

As in the past during the current year also there were drastic power cuts consequently affecting our costs and also the production. We have successfully started commercial operations of our 1X35 MW Captive Thermal Power Plant at Gummudipoondi after completion of yester financial year. This would help us in reducing the costs in the near future. The other additional Power Plant of 35 MW capacity is under implementation and expected to commence its commercial operation soon.

DIVIDEND

Our Directors do not recomend any Dividend for the current year.

DIRECTORS

Shri S. Ramakrishnan, Director of the Company, retires by rotation and being eligible, offers himself for re-election.

Shri V. Kirubanandan, Director of the Company, retires by rotation and being eligible, offers himself for re-election.

AUDITORS

The Auditors of the Company M/s. C.A. Patel & Patel, Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting of the Company and are being eligible, offer themselves for re-appointment.

PERSONNEL

Your Directors wish to express their appreciation to the employees at all levels for their contribution to the Company''s performance during the year under review.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988 AND PARTICULARS OF FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are enclosed with the Report.

FIXED DEPOSITS

The Company has complied with the provisions of Section 58A of the Companies Act, 1956 and Rules made there under in respect of acceptance of deposits from public. There are no unpaid/unclaimed deposits.

DEMATERIALISATION OF SHARES Your Company has entered into an arrangement with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) for dematerialization of the Company''s shares in accordance with the provisions of the Depositories Act, 2001. Accordingly, our company''s shares can be dematerialized in the CDSL and NSDL under the ISIN - INE463D01016.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the Profit of the Company for the year ended on that date;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv the annual accounts have been prepared on a going concern basis.

AUDIT COMMITTEE

In compliance of Section 292A of the Companies Act, 1956, an Audit Committee of the Board is consisting of the following Directors:

1. Shri C. Ramachandran Chairman (since 29.09.2012)*

2. Shri S. Ramakrishnan

3. Shri A.P. Venkateswaran

* Consequent retirement of Shri S. Soundararajan Director who occupied chair till 28.09.2012.

CORPORATE GOVERNANCE

The Company has complied with the mandatory requirements of Corporate Governance as prescribed in the Listing Agreement entered into with the Stock Exchanges to the extent possible, taking into account, the operational requirements, financial position of the Company etc. A separate report on Corporate Governance along with the Auditor''s Certificate on its compliance is attached as Annexure to this report.

PARTICULARS OF EMPLOYEES The statement of particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended is appended.

STATUTORY DISCLOSURES

None of the Directors are disqualified uder the provisions of Section 274(1)(g) of the companies Act, 1956. The Directors have made the requisite disclosures, as required under the provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

SUBSIDIARY COMPANIES

As per General Circular issued by the Ministry of Corporate Affairs the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company and that the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. On written request the copies of Annual Report of the subsidiary companies will be provided to the members of the Company.

GENERAL

The Directors take this opportunity to convey their appreciation of the services rendered and support given by the Company''s Bankers, Financial Institutions, suppliers and customers.

Your Directors thank you, the Shareholders for your continued patronage.

For and on behalf of the Board

Place : Chennai LALITKUMAR TULSYAN

Date :14.08.2013 Executive Chairman

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Mar 31, 2012

The take pleasure in presenting the 65th Annual Report of the Company together with the Audited Balance Sheet, Statement of Profit and Loss and Cash Flow Statement for the year ended 31st March, 2012.

FINANCIAL RESULTS

Rs. in Lakhs

2011-2012 2010-2011

Profit before Depreciation and tax 2426.37 2365.39

Less: Depreciation 885.08 857.88

Profit for the year before exceptional items 1541.29 1507.51

Less: Exceptional Items - 126.96

Profit for the year 1541.29 1380.55

Less: Provision for Current Tax 358.00 290.00

Deferred Tax (145.36) 156.22

Add: Surplus brought forward 4050.36 3334.84

Amount available for appropriation 5379.01 4269.17

Appropriations:

Interim dividend - 50.00

Corporate Tax on Interim

Dividend - 8.50

Dividend 163.05 50.00

Corporate Tax on dividend 8.20 5.31

General Reserve 78.00 105.00

Balance carried forward 5129.76 4050.36

OPERATIONS AND OUTLOOK During the year under review, Sales and other receipts grew 45.06% YOY to Rs. 113588.47 Lakhs. EBITDA grew by 2.58% YOY to Rs. 2426.37 Lakhs and PAT grew by 42.20% YOY to 1328.65 Lakhs. Your directors expect a growth of 40% in the top line for the FY 2013.

As in the past during the current year also there were drastic power cuts consequently affecting our costs and also the production. Due to these power cuts we could not utilize our capacities in full thus losing out on economies of large scale production. The 35 MW Captive Thermal Power Plant at Gummudipoondi is in its final stage of installation and expected to start its trial production on or after November 2012 and consequently will start commercial production on or after December 2012. The other additional Power Plant of 35 MW capacity, additional Induction furnaces of 4 numbers of 20T each for billet manufacturing with annual installed capacity of 274000 MTPA will be set up at the new site where the Captive Power Plant of 35 MW is under implementation. The company is setting up a Wire Rod Plant with a coal gasifier at the existing rolling mill division in Gummudipoondi.

RIGHTS ISSUE

The Rights Issue proceeds received during the year has been utilized for the purpose of setting up of Captive Power Plant (under construction) of 35 MW Capacity in Gummidipoondi Taluk, Tamil Nadu as provided in the Letter of Offer. The said 35 MW Capacity Captive Power Plant is in its final stage of installation and expected to start its trial production on or after November 2012 and consequently will start commercial production on or after December 2012.

DIVIDEND

Your Company now pleased to recommend a dividend of 15% on the equity paid-up capital of the Company as on 31.03.2012 subject to members' approval.

DIRECTORS

Shri P. T. Ranagamani, Director of the Company, retires by rotation and being eligible, offers himself for re-election.

Shri C. Ramachandran, Director of the Company, retires by rotation and being eligible, offers himself for reelection.

Shri S. Soundararajan, Director of the Company who retired by rotation not offered himself for reelection due to his pre-occupation.

Shri S. Soundararajan is associated with our organization for around two decades as an Independent Director of the Company and contributed in various Committees as well. During his entire tenure he has rendered invaluable services to the Company and we appreciate and respect his contribution to our organization. Since he chose to not to reelect himself as Director his Directorship shall expire in the ensuing AGM.

AUDITORS

The Auditors of the Company M/s. C. A. Patel & Patel, Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting of the Company and are being eligible, offer themselves for re-appointment.

PERSONNEL

Your Directors wish to express their appreciation to the employees at all levels for their contribution to the Company's performance during the year under review.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988 AND PARTICULARS OF FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are enclosed with the report.

FIXED DEPOSITS

The Company has complied with the provisions of Section 58A of the Companies Act, 1956 and Rules made there under in respect of acceptance of deposits from public. There are no unpaid/unclaimed deposits.

DEMATERIALISATION OF SHARES Your Company has entered into an arrangement with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) for dematerialization of the Company's shares in accordance with the provisions of the Depositories Act, 2001. Accordingly, our company's shares can be dematerialized in the CDSL and NSDL under the ISIN - INE463D01016.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the Profit of the Company for the year ended on that date;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis.

AUDIT COMMITTEE

In compliance of Section 292A of the Companies Act, 1956, an

Audit Committee of the Board is consisting of the following Directors:

1. Shri S. Soundararajan - Chairman (till ensuing AGM - 27.09.2012)

2. Shri S Ramakrishnan

3. Shri A P Venkateswaran

Shri S. Soundararajan, Chairman of the Audit Committee who retires by rotation this ensuing Annual General Meeting has opted out to be Director due to his pre-occupation. Hence Audit Committee has to be reconstituted.

CORPORATE GOVERNANCE

The Company has complied with the mandatory requirements of Corporate Governance as prescribed in the Listing Agreement entered into with the Stock Exchanges to the extent possible, taking into account, the operational requirements, financial position of the Company etc. A separate report on Corporate Governance along with the Auditor's Certificate on its compliance is attached as Annexure to this report.

PARTICULARS OF EMPLOYEES The statement of particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies(Particulars of Employees) Rules, 1975 as amended is appended.

STATUTORY DISCLOSURES

None of the Directors are disqualified under the provisions of Section 274(1)(g) of the companies Act, 1956. The Directors have made the requisite disclosures, as required under the provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement

SUBSIDIARY COMPANIES

As per General Circular issued by the Ministry of Corporate Affairs the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company and that the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. On written request the copies of Annual Report of the subsidiary companies will be provided to the members of the Company.

GENERAL

The Directors take this opportunity to convey their appreciation of the services rendered and support given by the Company's Bankers, Financial Institutions, suppliers and customers.

Your Directors thank you, the Shareholders for your continued patronage.

For and on behalf of the Board

LALITKUMAR TULSYAN Executive Chairman

Place : Chennai Date : 14.08.2012

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Mar 31, 2010

We take pleasure in presenting the 63rd Annual Report of the Company together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the year ended 31st March, 2010

FINANCIAL RESULTS

2009-2010 2008-2009 Rupees in Lacs Profit before Depreciation and tax 2258.51 2933.32 Less: Depreciation 813.33 725.02 Profit for the year before Exceptional items 1445.18 2208.30 Less: Exceptional Items 85.73 722.10 Profit for the year 1359.45 1486.20 Less: Provision for Current Tax 360.00 390.00 Deferred Tax 150.17 131.33 Fringe Benefit Tax - 14.08 Add: Surplus brought forward 2698.83 1963.04 Amount available for appropriation 3548.11 2913.83 Appropriations: Dividend 100.00 100.00 Corporate Tax 11.26 - General Reserve 102.00 115.00 Balance carried forward 3334.85 2698.83

OPERATIONS AND OUTLOOK

The economic crisis and slowdown witnessed in all the sectors during 2008-09 continued during 2009-10 as well. While developed countries continue to reel under recession, it is believed that Asian countries are back on the growth track. Your company is well poised in terms of capacity and marketing infrastructure to capitalize on growth opportunities as they arise.

During the year under review, your company has surpassed the figure of production and sales in quantitative terms, as compared to the previous year. However, the profit during the year, before tax was Rs. 1359.45 lacs as against Rs. 1486.20 lakh last year, indicating a decease of 8.53%. The decline in performance is on account of decrease in sales values.

The expansion in the rolling capacity by 150000 Mt/p.a. at Gummudipondi undertaken during 2008-09 has been successfully completed during 2009-2010, with this the Cumulative rolling capacity of the company will be 348000 Mt/p.a. The cost of Raw Material and availability of Power

are two major factors effecting our performance, with this in mind during the year 2009-10, the company has acquired M/s Chitrakoot Steel and Power Pvt Ltd. which is manufacturing sponge iron a basic raw-material for TMT bars. The installed capacity of this plant is 36000 Mt / p.a.. During the year under review there were drastic power cuts to the tune of about 40%, consequently effecting our costs and also the production. Due to these power cuts we could not utilize our capacities in full thus losing out on economies of large scale production. During the current year, your company would be commencing the installation work on the 35 MW thermal power plant at Gummudipondi for which land has already been acquired and term loan sanctions have been received from the Bankers. The rights issue for which necessary approvals were obtained from the share holders in the last AGM, will be done in due course during this year.

DIVIDEND

Our Directors are pleased to recommend a dividend of 20% on the Equity Capital subject to members approval.

DIRECTORS

Mr S Soundararajan, Director of the Company, retires by rotation and being eligible, offers himself for re-relection.

Mr P T Rangamani, Director of the Company, retires by rotation and being eligible, offers himself for re-relection.

Shri C Ramachandran, Director of the Company, retires by rotation and being eligible, offers himself for re-relection.

AUDITORS

The Auditors of the Company M/s. C.A. Patel & Patel., Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment

PERSONNEL

Your Directors wish to express their appreciation to the employees at all levels for their contribution to the Companys performance during the year under review.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988 AND PARTICULARS OF FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are enclosed with the report.

FIXED DEPOSITS

The Company has complied with the provisions of Section 58A of the Companies Act, 1956 and Rules made there

under in respect of acceptance of deposits from public. There are no unpaid/unclaimed deposits.

DEMATERIALISATION OF SHARES

Your Company has entered into an arrangement with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) for dematerialization of the Companys shares in accordance with the provisions of the Depositories Act, 2001. Accordingly, our companys shares can be dematerialized in the CDSL and NSDL under the ISIN - INE463D01016

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the Profit of the Company for the year ended on that date;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv the annual accounts have been prepared on a going concern basis.

AUDIT COMMITTEE

In compliance of Section 292A of the Companies Act, 1956, an Audit Committee of the Board is consisting of the following Directors:

1. Mr S. Soundararajan - Chairman

2. Mr. S Ramakrishnan

3. Mr. A P Venkateswaran

CORPORATE-GOVERNANCE

The Company has complied with the mandatory requirements of Corporate Governance as prescribed in the Listing Agreement entered into with the Stock Exchanges to the extent possible, taking into account, the operational requirements, financial position of the Company etc. A separate report on Corporate Governance along with the Auditors Certificate on its compliance is attached as Annexure to this report.

PARTICULARS OF EMPLOYEES

The statement of particulars of employees as required section 217(2A) of the Companies Act, 1956, read with the Companies(Particulars of Employees) Rules, 1975 as amended is appended.

STATUTORY DISCLOSURES

None of the Directors are disqualified uder the provisions of Section 274(1 )(g) of the companies Act, 1956. The Directors have made the requisite disclosures, as required under the provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement

SUBSIDIARY COMPANIES

As required under section 212 of the Companies Act, 1956 the Balance Sheet, Profit & Loss Account and the reports of the Board of Directors and Auditors of the Subsidiary Companies have been attached to the Balance Sheet of your Company.

GENERAL

The Directors take this opportunity to convey their appreciation of the services rendered and support given by the Companys Bankers, Financial Institutions, suppliers and customers.

Your Directors thank you, the Shareholders for your continued patronage.

For and on behalf of the Board Place : Chennai LALITKUMAR TULSYAN Date : 14th May, 2010 Executive Chairman

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Mar 31, 2000

We take pleasure in presenting the 53rd Annual Report of the Company together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the year ended 31st March 2000.

FINANCIAL Rupees in lacs

RESULTS 1999 - 2000 1998-99

Profit before depreciation and Tax 429.55 288.57

Less: Depreciation 173.77 163.79

Profit for the year 255.78 124.78

Less: Provision for Taxation 42.00 23.75

Add: Surplus brought forward 127.33 230.74

Public Issue/preliminary Exps. Written off 4.44 4.44

Amount available for appropriation 336.67 327.33

Appropriations:

Dividend paid 30.00 --

Corporate tax paid 3.30 --

General Reserve 200.00 200.00

Balance carried forward 103.37 127.33

OPERATIONS

We are glad to inform that your company has ventured into the sunrise IT Industry. We have promoted M/s Tulsyan Technologies Ltd. as a subsidiary of your company which is into IT related services and E. Commerce, The annual Report of the subsidiary is annexed.

DIVIDEND

The company has paid an interim dividend of 6% during the month of March 2000.

DIRECTORS

Mr.S.M.Tulsyan, Director of the Company retire by rotation and being eligible, offer himself for re-election. Mr. Vikram Saboo has been co- opted as director of our company on 31.05.2000 whose office has to be regularised.

AUDITORS

The Joint Auditors of the Company M/s. C.A.Patel & Patel, Chartered Accountants, Chennai and M/s. R.S. Agarwala & Co., Chartered Accountants, Bangalore, retire at die ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment.

PERSONNEL

Your Directors wish to express their appreciation to (lie employees at all levels for their contribution to the Companys performance during the year under review.

None of the employees were in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956.

FIXED DEPOSITS

The Company has complied with the provisions of Section 58A of the Companies Act, 1956 and Rules made thereunder elating to acceptance of deposits from public. There are no unpaid/unclaimed deposits.

GENERAL

The particulars prescribed by Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are appended and form an integral part of this Report.

The Directors take this opportunity to convey their appreciation of the services rendered and support given by die Companys Bankers, Financial Institutions, suppliers and customers.

Your Directors thank you, the Shareholders for your continued patronage.

For and on behalf of the Board

L K TULSYAN Executive Chairman Place : Chennai

Date : 28.08.2000