Auditor Report of Tulsyan NEC Ltd.

Mar 31, 2025

We have audited the accompanying standalone Ind AS financial statements of TULSYAN NEC LIMITED (“the Company”), which comprise
the Balance Sheet as at 31 March 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of
Changes in Equity and the Statement of Cash Flows for the year then ended, and a summary of the material accounting policy information
and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described
in the Basis for Qualified Opinion section of our report ,the aforesaid standalone financial statements give the information required by the
Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended,(“Ind AS”) and
other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2025, net loss, (changes in
equity) and its cash flows for the year ended on that date.

Basis for Qualified Opinion

Balance confirmations and ECL Provisioning:

As stated in Note no. 7 to the standalone financial statements, 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.

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 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 6 of Standalone Financial Statements)

Our audit opinion is not modified in respect of the above matter.

^ We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Our responsibilities under
those standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We
are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’)
together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters.

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial
statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Basis of
Qualified Opinion section we have determined the matters described below to be the key audit matters to be communicated in our report.

S.No	Key Audit Matter	Auditor’s Response
	Litigations - Contingencies	Principal Audit Procedures
	Assessment of litigations and related disclosure of contingent liabilities [Refer to Note 2 (a) to the Standalone financial statements- “Use of estimates and critical accounting judgements - Provisions and contingent liabilities”, Note 44 to the Standalone Financial Statements - “Contingencies”. As at March 31, 2025, the Company has exposures towards litigations relating to various matters as set out in the aforesaid	Our audit procedures included the following: • We understood, assessed, and tested the design and operating effectiveness of key controls surrounding assessment of litigations relating to the relevant laws and regulations;
	Notes.	• We discussed with management the recent developments
	Significant management judgement is required to assess such	and the status of the material litigations which were reviewed
	matters to determine the probability of occurrence of material outflow of economic resources and whether a provision	and noted by the audit committee;
	should be recognised, or a disclosure should be made. The	• We performed our assessment on a test basis on the
	management judgement is also supported with legal advice	underlying calculations supporting the contingent liabilities/
1.	in certain cases as considered appropriate. As the ultimate	other significant litigations made in the Standalone Financial
	outcome of the matters are uncertain and the positions taken	Statements;
	by the management are based on the application of their best judgement, related legal advice including those relating to interpretation of laws/regulations, it is considered to be a key audit matter.	• We considered external opinions, where relevant, obtained by management;
		• We evaluated management''s assessments and assessed the reliability of the management''s past estimates/ judgements;
		• We assessed the adequacy of the Company''s disclosures.
		Based on the above work performed, assessment in respect of litigations and related disclosures relating to contingent liabilities/ other significant litigations in the Standalone Financial Statements are considered to be reasonable.

Information other than the financial statements and Auditor’s Report thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the
Annual Report, but does not include the financial statements and our auditor''s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion
thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether

the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to
be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the standalone financial statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these
standalone financial statements that give a true and fair view of the state of affairs (financial position), net loss (financial performance
including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Ind AS specified under Section 133 of the Act. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor’s Responsibilities for the Audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism

throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under Section 143(3)(i) of the Act, we are also responsible for explaining our opinion on whether the Company has
adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report.

• Evaluate the overall presentation, structure, and content of the financial statements, including the disclosures, and whether the
financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate, makes it probable that the
economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality

^ and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of
any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit
of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the
public interest benefits of such communication.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (the ‘Order'') issued by the Central Government of India in terms of
Section 143(11) of the Act, we give in the Annexure B, a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, based on our audit and subject to our Qualified Opinion Paragraph we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary
for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination
of those books, except that reporting under Rule 11(g) is separately commented upon in paragraph (i)(v).

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015.

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the
directors is disqualified as on 31 March 2025 from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness
of such controls, refer to our separate report in Annexure “A”. Our report expresses and unmodified opinion on the adequacy and
operating effectiveness of the company''s internal financial controls over financial reporting; and

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of
the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration
paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) The modification relating to maintenance of accounts and other matters connected therewith are as stated in paragraph (b) on
reporting under Sec. 143(3)(b) and para (i)(v) below on reporting under Rule 11(g).

i) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in the standalone financial statements - refer
note 44 to the financial statements;

ii. The Company does not have any long-term contracts including derivative contracts for which there are no material foreseeable
losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund
by the Company during the year ended 31 March 2025;

iv. (i) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned

or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any
other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall:

a. directly or indirectly lend or invest in other persons orentities identified in any mannerwhatsoever(“Ultimate Beneficiaries”)
by or on behalf of the Company or

b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(ii) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the
Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Company shall:

a. directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate
Beneficiaries”) by or on behalf of the Funding Party or

b. provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.

(iii) Based on audit procedures which we considered reasonable and appropriate in the circumstances, nothing has come
to our notice that has caused us to believe that the representations under sub clause (i) and (ii) contain any material
misstatement.

v. Based on our examination carried out in accordance with the Implementation Guidance on Reporting on Audit Trail under
Rule 11(g) of the Companies (Audit and Auditors) Rules,2014 (Revised 2025 Edition) issued by the Institute of Chartered
Accountants of India, which included test checks, we report that the company has used an accounting software for maintaining
its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the
year for all relevant transactions recorded in the software.

Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

Our examination of the audit trail was in the context of an audit of financial statements carried out in accordance with the
Standard of Auditing and only to the extent required by Rule 11(g) of the Companies (Audit and Auditors) Rules,2014. We
have not carried out any audit or examination of the audit trail beyond the matters required by the aforesaid Rule 11(g) nor
have we carried out any standalone audit or examination of the audit trail.

j) The company has not declared or paid any dividend during the year.

For M/s. CNGSN & ASSOCIATES LLP
CHARTERED ACCOUNTANTS
Firm Registration No: 004915S/S200036

Sd/-

E.K.Srivatsan

Partner

Membership No: 225064
UDIN:25225064BMJMQQ8467

Place: Chennai
Date: 30th May, 2025

---

Mar 31, 2024

We have audited the accompanying standalone Ind AS financial statements of TULSYAN NEC LIMITED (“the Company”), which comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and a summary of the material accounting policy information and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion section of our report ,the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended,(“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2024, net loss, (changes in equity) and its cash flows for the year ended on that date.

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.

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).

Our audit opinion is not modified in respect of the above matter.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI'') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

^ Key Audit Matters.

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Basis of Qualified Opinion section we have determined the matters described below to be the key audit matters to be communicated in our report.

S.No	Key Audit Matter	Auditor’s Response
1.	Litigations - Contingencies Assessment of litigations and related disclosure of contingent liabilities [Refer to Note 2 (a) to the Standalone financial statements- “Use of estimates and critical accounting judgements - Provisions and contingent liabilities”, Note 44 to the Standalone Financial Statements - “Contingencies”. As at March 31, 2024, the Company has exposures towards litigations relating to various matters as set out in the aforesaid Notes. Significant management judgement is required to assess such matters to determine the probability of occurrence of material outflow of economic resources and whether a provision should be recognised, or a disclosure should be made. The management judgement is also supported with legal advice in certain cases as considered appropriate. As the ultimate outcome of the matters are uncertain and the positions taken by the management are based on the application of their best judgement, related legal advice including those relating to interpretation of laws/regulations, it is considered to be a key audit matter.	Principal Audit Procedures Our audit procedures included the following: • We understood, assessed, and tested the design and operating effectiveness of key controls surrounding assessment of litigations relating to the relevant laws and regulations; • We discussed with management the recent developments and the status of the material litigations which were reviewed and noted by the audit committee; • We performed our assessment on a test basis on the underlying calculations supporting the contingent liabilities/ other significant litigations made in the Standalone Financial Statements;; • We considered external opinions, where relevant, obtained by management; • We evaluated management''s assessments and assessed the reliability of the management''s past estimates/judgements; • We assessed the adequacy of the Company''s disclosures Based on the above work performed, assessment in respect of litigations and related disclosures relating to contingent liabilities/ other significant litigations in the Standalone Financial Statements are considered to be reasonable.

Information other than the financial statements and Auditor’s Report thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditor''s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the standalone financial statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), net loss (financial performance including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles

''''generally accepted in India, including the Ind AS specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor’s Responsibilities for the Audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for explaining our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report.

• Evaluate the overall presentation, structure, and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

^ From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (the ‘Order'') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure B, a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, based on our audit and subject to our Qualified Opinion Paragraph we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except that reporting under Rule 11(g) is separately commented upon in paragraph (i)(v).

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015.

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in Annexure “A”. Our report expresses and unmodified opinion on the adequacy and operating effectiveness of the company''s internal financial controls over financial reporting; and

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) The modification relating to maintenance of accounts and other matters connected therewith are as stated in paragraph (b on reporting under Sec. 143(3)(b) and para (i)(6) below on reporting under Rule 11(g).

i) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in the standalone financial statements - refer note 44 to the financial statements;

ii. The Company does not have any long-term contracts including derivative contracts for which there are no material foreseeable l osses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2024;

iv. (i) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or

b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(ii) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall:

a. directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or

b. provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.

(iii) Based on audit procedures which we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub clause (i) and (ii) contain any material misstatement.

v. Based on our examination carried out in accordance with the Implementation Guidance on Reporting on Audit Trail under Rule 11(g) of the Companies (Audit and Auditors) Rules,2014 (Revised 2024 Edition) issued by the Institute of Chartered Accountants of India, which included test checks, we report that the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

Our examination of the audit trail was in the context of an audit of financial statements carried out in accordance with the Standard of Auditing and only to the extent required by Rule 11(g) of the Companies (Audit and Auditors) Rules,2014. We have not carried out any audit or examination of the audit trail beyond the matters required by the aforesaid Rule 11(g) nor have we carried out any standalone audit or examination of the audit trail.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1,2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31,2024.

j) The company has not declared or paid any dividend during the year.

For M/s CNGSN & ASSOCIATES LLP CHARTERED ACCOUNTANTS Firm Registration No: 004915S/S200036

Sd/-

K Parathasarathy Partner

Membership No: 018394 UDIN: 24018394BKASBU3155

Place: Chennai Date: 30th May, 2024

---

Mar 31, 2015

We have audited the accompanying financial statements of M/s. Tulsyan NEC Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The company's Board of Director is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standard and matters which are required to be included in the audit report under the provisions of the Act and Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedure to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statement whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place and adequate internal financial controls system over financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's directors, as well as evaluating the overall presentation of the financial statements. '

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the State of affairs of the company as at March 31, 2015:

b) In the case of the Statement of Profit and Loss, of the Profit/Loss of the Company for the year ended on that date:

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by Section 143(3) of the Act, We report that:

1.1. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

1.2. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

1.3. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

1.4. In our opinion, the aforesaid financial statements comply with Accounting Standard specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014.

1.5. On the basis of written representations received from the Directors as on March 31, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

2. With respect to the matters to be included in the Auditor's Report in accordance with Companies (Auditor's Report) Order, 2015 issued by the Central Government of India in terms of Sub-Section (11) of the 143 & Rule 11 of the Companies (Audit and Auditors) Rules, 2014, we give in the annexure a statement on the matters specified in the paragraphs 3 and 4 of the Order.

Annexure to the Auditors' Report Reports under The Companies ( Auditor's Report) Order, 2015 (CARO) CARO 2015 Report on the standalone financial statement of Tulsyan NEC Limited for the year ended 31st March, 2015.

To the Members of Tulsyan NEC Limited

We refer to our on stand alone financial statements of Tulsyan NEC limited (the Company) for the year ended 31st March,2015 issued on 3rd July, 2015. The Gazette version of the Companies (Auditor's Report) Order, 2015 (CARO 2015) was not available in the Official Gazette of India on the date of our report. Accordingly our report does not contain an Annexure on the matters specified in Paragraphs 3 and 4 of CARO 2015.

Subsequent to the issuance of our report dated 3rd July, 2015, CARO 2015 has been published in the Official Gazette of India. While it was not obligatory on our part to issue our report on the matters specified in paragraph 3 and 4 of CARO 2015, based on the discussion with the company, as a measure of good governance, we give hereinafter a statement on the matters specified in paragraphs 3 and 4 of CARO 2015. This may be treated as an Annexure to our aforesaid Report on standalone financial statements for the year ended 31st March, 2015.

1. In respect of its fixed assets:

1.1. The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

1.2. As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner. Which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

2. Inventories

2.1. The management has conducted physical verification at reasonable intervals in respect of its inventory. In our opinion the frequency of verification is reasonable.

2.2. In our opinion and according to the information and explanations given to us , the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

2.3. The company has maintained proper records of inventories. As per the information and explanation given to us, no material discrepancies were noticed on physical verification.

3. Loans and advances

In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013

3.1 The principal amounts are repayable on demand, While interest is payable annually. However the Company has taken unsecured loan from 56 Parties aggregating to Rs. 6361.24 Lacs during the year (Previous Year Rs. 4955.95 Lacs) excluding interest accrued & IFST as stated in Note No.4

SL No Name of Party Relationship with Party Year end balance

1 Cosmic Global Limited 76.17% Subsidiary Company 35.76 Cr

2 Tulsyan Power Limited* 100% Subsidiary Company 0.31 Dr

3 Chitrakoot Steel & Power P Ltd 100% Subsidiary Company NIL

4 Balaji Engineering & Galvanizing Ltd* 98.80% Subsidiary Company 7.96 Dr

5 Color Peppers Media Pvt Ltd 100% Subsidiary Company 253.33 Dr

6 T.G. Logistic Pvt Ltd 100% Subsidiary Company NIL

3.2 In respect of the said loans and interest thereon, there are no overdue Amounts.

4. In our opinion and according to the information and explanation given to us, the company has an adequate internal control system commensurate with its size and the nature of its business for purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in such internal control system.

5. According to the information and explanation given to us, the Company has not accepted any deposits from the public. Therefore, the provision of Clause (v) of paragraph 3 of the CARO 2015 are not applicable to the Company.

6. We have broadly review the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the central Government under section 148(1 )(d)of the Companies Act, 2013 and are of the opinion that, Prima facie, the prescribed accounts and cost records have been maintained. We have, however not made a detailed examination of the cost records with a view determined whether they are accurate or complete.

7. Statutory dues

7.1. The company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Duty of Customs, duty of Excise, Value added Tax, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2015 for a period of more than six months from the date of becoming payable.

7.2. Details of dues of Income tax, Sales Tax, Wealth Tax, Service tax, duty of Customs, Duty of Excise, Value added Tax, Cess which have partly been deposited as on 31st March, 2015 on account of disputes are given in the annexure "A".

8. The company does not have any accumulated losses at the end of the financial year. Flowever, the Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

9. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks and debenture holders.

10. The company has given guarantees for loans taken by others from bank and financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company. The Company executed Corporate Guarantee in favour of M/s Chitrakoot Steel & Power Put Ltd (100% subsidiary company) for the loans borrowed from banks amounting to Rs. 25 crore (Previous Year Rs. 25 crore) as per point number 1.8 of the notes to accounts

11. The Company has raised new term loans during the year. The terms Loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

12. In our opinion and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For C.A.Patel & Patel Chartered Accountants Firm Registration No.: 005026 S

BHAVESH N PATEL Partner

Membership No.: 26669

Place: Chennai

Date : 3rd July, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of Tulsyan NEC Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act") read with General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedure to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statement whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

b) In the case of the Profit and Loss Account, of the profit for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") as amended, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that :

2.1 we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

2.2 in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

2.3 the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

2.2 in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; read with General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013_ and

2.2 on the basis of written representations received from the Directors as on March 31,2014, and taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section(1) of Section 274 of the Companies Act, 1956.

Annexure to the Auditors'' Report

ANNEXURE REFERRED TO IN ITEM NO. 1 OF PARAGRAPH ''REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS''.

In our opinion and to the best of knowledge and belief as per the information and explanation given to us and on the basis of the books and records examined by us in the normal course of audit, we report that:

1. Fixed assets

1.1. The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

1.2. The management at reasonable intervals has physically verified the fixed assets of the company and no material discrepancies were noticed on such verification.

1.3. The fixed assets disposed during the year were not substantial and therefore, do not affect the going concern assumption.

2. Inventories

2.1. The management has conducted physical verification at reasonable intervals in respect of its inventory.

2.2. The procedure for physical verification of inventory followed by the management is reasonable and is adequate in relation to the size of the company and the nature of its business.

2.3. The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. Loans and advances

3.1. The company has granted /received Rs. 281.04 lakhs, (net) from / to its subsidiaries as loan during the year. listed in the register maintained under section 301 of the Companies Act, 1956.

SL Name of Party Relationship with Party Year end No balance

1 Cosmic Global Limited 76.17% Subsidiary Company 37.09 Dr

2 Tulsyan Power Limited* 100% Subsidiary Company 0.08 Cr

3 Chitrakoot Steel & Power P Ltd 100% Subsidiary Company 200.39 Dr

4 Balaji Engineering & Galvanizing Ltd* 98.80% Subsidiary Company 7.86 Dr

5 Color Peppers Media Pvt Ltd 100% Subsidiary Company 210.97 Dr

6 T.G. Logistic Pvt Ltd 100% Subsidiary Company 175.96 Cr

The company has taken unsecured loan from 55 Parties aggregating to Rs. 4955.95 Lacs during the year (Previous Year Rs 8706.49 Lacs) excluding interest accrued & IFST as stated in Note No.4

3.2. The rate of interest and other terms and conditions of loan taken by the company are not, prima facie, prejudicial to the interest of the company.

3.3. The loans given/taken by the company are repayable on demand and have been received/paid on demand. There is no overdue amount with respect to above loans.

4. The company has an internal control system which is adequate and is commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. We have not observed any major weakness in internal control system during the course of our audit.

5. Section 301 contracts

5.1. Particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been so entered in the register required to be maintained under that section

5.2. These transactions exceeding value of Rs. 5 lakhs have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted deposits from the public and the directives issued by the Reserve Bank of India and the provisions of section 58A and 58AA or any other relevant provisions of the Act and the rules framed there under, where applicable have been complied with.

7. The company has an internal audit system, internal audit function carried out during the year by a firm of Chartered Accountants appointed by the management have been commensurate with its size of the company and the nature of its business.

8. The cost accounts and the records prescribed by the Central government under clause (d) of sub-section (1) of section 209 of the Companies Act,1956 have been made and maintained.

9. Statutory dues

9.1. The company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities.

9.2. On the basis of written representation received from the Management we report, details of the disputed statutory dues pending before appropriate authorities as on 31st March 2014 are referred to in the annexure "A".

10. The company does not have any accumulated losses at the end of the financial year and has incurred cash loss during the financial year covered by our audit and no cash loss incurred in the immediately preceding financial year.

11. The company has not defaulted in repayment of dues to financial institutions, banks or debentures holders.

12. The company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

14. The company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

15. The Company has raised term loans during the year and these have been applied for the purposes for which they were raised, refer note to Balance Sheet.

16. According to the information and explanation given to us , the Company executed Corporate Guarantee in favour of M/s Chitrakoot Steel & Power Pvt Ltd ( 100% subsidiary company) for the loans borrowed from banks amounting to Rs. 25 crore (Previous Year Rs 25 crore) a s per point number 1.8 of the notes to accounts.

17. The company has raised term loans during the year and these have been applied for the purposes for which they were raised.

18. The funds raised on short-term basis have not been used for long-term investment.

19. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

20. The company has no outstanding amount under Debentures that require creation of security/charge.

21. The company has not raised any money by way of public issues during the year.

22. No material fraud on or by the company has been noticed or reported during the year.

For C.A.Patel & Patel Chartered Accountants Firm Registration No.: 005026 S

BHAVESH N PATEL Place: Chennai Partner Date: 30th June, 2014 Membership No.: 26669

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s. Tulsyan NEC Ltd ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedure to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statement whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) In the case of the Profit and Loss Account, of the profit for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") as amended, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that :

2.1. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

2.2. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

2.3. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

2.4. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; and

2.5. on the basis of written representations received from the Directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section(1) of Section 274 of the Companies Act, 1956.

Annexure referred to in item no. 1 of paragraph ''Report on Other Legal and Regulatory Requirements''.

In our opinion and to the best of knowledge and belief as per the information and explanation given to us and on the basis of the books and records examined by us in the normal course of audit, we report that:

1. Fixed assets

1.1. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

1.2. The management at reasonable intervals has physically verified the fixed assets of the company and no material discrepancies were noticed on such verification.

1.3. The fixed assets disposed during the year were not substantial and therefore, do not affect the going concern assumption.

2. Inventories

2.1. The management has conducted physical verification at reasonable intervals in respect of its inventory.

2.2. The procedure for physical verification of inventory followed by the management is reasonable and is adequate in relation to the size of the Company and the nature of its business.

2.3. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

* Commercial Operations not yet started for the above companies.

The Company has taken unsecured loan from 45 Parties aggregating to Rs.8706.49 Lacs during the year (Excluding interest accrued & IFST) as stated in Note No.5.

3.2. The rate of interest and other terms and conditions of loan taken by the Company are not, prima facie, prejudicial to the interest of the Company.

3.3. The loans given / taken by the Company are repayable on demand and have been received / paid on demand.

4. The Company has an internal control system which is adequate and is commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. There are no major weaknesses in internal controls system

5. Section 301 contracts

5.1. Particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been so entered in the register required to be maintained under that section

5.2. These transactions exceeding value of Rs. 5 lakhs have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted deposits from the public and the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provisions of the Act and the rules framed there under, where applicable have been complied with.

7. The Company has an internal audit system, internal audit function carried out during the year by a firm of Chartered Accountants appointed by the management have been commensurate with its size of the company and the nature of its business.

8. The Company has commenced the maintenance of cost accounts and the records prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956. We have reviewed the books of accounts related to material, labour and other items of cost maintained by the company pursuant to the set of rules as mentioned above.

9. Statutory dues

9.1. The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities.

9.2. On the basis of written representation received from the Management we report, details of the disputed statutory dues pending before appropriate authorities as on 31st March 2013 are referred to in the annexure "A".

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. The company has not defaulted in repayment of dues to financial institutions, banks or debentures holders.

12. The company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of Clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

14. The company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of Clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

15. The Company has raised term loans during the year and these have been applied for the purposes for which they were raised, refer note to balance sheet.

According to the information and explanation given to us, the Company M/s Chitrakoot Steel & Power Pvt Ltd (100% subsidiary company) from banks amounting to Rs.25 crore as per point number 1.8 of the notes to accounts.

16. The funds raised on short-term basis have not been used for long-term investment.

17. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

18. The Company has no outstanding amount under Debentures that require creation of security/charge.

19. The Company has not raised any money by way of public issues during the year.

20. No material fraud on or by the Company has been noticed or reported during the year.

For C A PATEL & PATEL

Chartered Accountants

Firm Registration No.: 005026 S

BHAVESH N PATEL

Place: Chennai Partner

Date :14th August, 2013 Membership No. 26669

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Mar 31, 2012

We have audited the attached Balance Sheet of M/s. TULSYAN NEC LIMITED as at 31st March, 2012, and also the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor's Report) Order, 2003 (as amended by the companies (Auditor's Report) Amendment Order, 2004), issued by the Central Government of India in term of Sub-Section (4A) of Section 227 of the Companies Act, 1956, we enclosed in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

Further to our comments in the Annexure referred to in paragraph 2 above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of Accounts, as required by law, have been kept by the Company, so far as appears from our examination of those books.

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of Account.

d) In our opinion the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the mandatory Accounting standards referred to in sub-section (3C) of sec 211 of the Companies Act,1956.

e) On the basis of written representations received from the Directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2012, from being appointed as a Directors in terms of Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with Significant Accounting Policies and notes appearing thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012

(ii) In the case of the Statement of Profit and Loss, of the Profit of the Company for the year ended on that date.

(iii) In the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date

ANNEXURE TO AUDITORS' REPORT

Referred to in Paragraph 2 of our report of even date

1. In respect of its fixed assets:-

(a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets have been physically verified by the management and no material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets has been disposed off during the year. However, the Plant and Machineries of Ingot Manufacturing Division which was not functioning for more than 2 years were sold for Rs. 325 lakhs during the year 2011-2012.

2. In respect of its inventories:

(a) As explained to us, physical verification have been conducted by the management at reasonable intervals in respect of finished goods, stores and raw materials.

(b) In our opinion & according to the information and explanation given to us, the procedures of physical verification of stock followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

(c) As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

(a) The company has granted/received Rs. 130.21 lacs (net) to subsidiary companies as loan during the year.

(Rs. in lacs)

Sl. Name of Party Relationship Year end No. with Party balance

1. Cosmic Global Limited 76.17% Subsidiary Cr. 342.39 Company

2. Tulsyan Power Limited* 100% Subsidiary Cr. 0.18 Company

3. Chitrakoot Steel & 100% Subsidiary Dr. 400.39 Power P. Ltd. Company

4. Balaji Engineering & 98.80% Subsidiary Dr. 7.67 Galvanizing Ltd* Company

5. Color Peppers Media 100% Subsidiary Dr. 104.28 Pvt. Ltd. Company

6. T.G. Logistic Pvt. Ltd. 100% Subsidiary Cr. 39.56 Company

* Commercial Operations not yet started for the above companies.

(b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the Interest of the Company.

(c) In respect of loans take by the Company, the interest payments are regular and the principal amount is repayable on demand.

(d) There is no overdue amount in respect of loans granted, as the same are repayable on demand so the question of overdue amounts does not arise.

(e) The company has taken unsecured loans from 29 parties aggregating to Rs. 3553 lacs during the year (Excluding interest accrued & IFST), as stated in Note No. 4.

(f) In our opinion and according to the information and explanation given to us, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

4. In our opinion and according to the Information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and also sale of goods and services. During the course of our audit, we have not observed any major weaknesses in internal control.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, Particulars of contracts or arrangements that needed to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- (Rupees Five lacs Only) or more in respect of these parties are prima facie not prejudicial to the interest of the Company and are as per the prevailing market rates.

6. The Company has not accepted any deposit from the public, under section 58A and 58AA of the companies Act, 1956 and the companies (Acceptance of Deposit) Rules 1975. However loans taken from Directors and their relatives and others the Companies regularly files statement in lieu of prospects after the AGM every year.

7. In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate With the size of the Company and the nature of the business.

8. We have reviewed the books of accounts related to Materials, Labour and other items of cost maintained by the company pursuant to the rules made by the Central Government for maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. In respect of statutory dues:

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Sales Tax, Wealth Tax, Custom Duty, Service Tax, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the Appropriate Authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty and any other statutory dues were outstanding as at 31st March, 2012 for a period of more than six months from the date of becoming payable.

(b) According to the information and explanation given to us, details of the disputed dues which have not been deposited as on March 31, 2012 are referred to in the Annexure A.

10. The Company has no accumulated losses as at March 31st 2012, and it has not incurred any cash losses in the financial year ended on the date or in the immediately preceding financial year.

11. Based on our audit procedures and on information and explanation given by the management we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution or bank as to the Balance sheet date.

12. The Company has not granted any loans and Advances on the basis of security by way of pledge of shares, debentures and other securities, during the year under audit.

13. In our opinion, the company is not a Chit Fund or Nidhi/Mutual benefit fund/society. Therefore, the provision of clause 4 (xiii) of the order are not applicable to the company.

14. In our opinion, the Company is not dealer or trader in shares, securities, debentures and other investments. So, Clause 4 (xiv) of the order is not applicable to the company.

15. According to the information and explanation given to us, the Company has given corporate guarantee for loans taken by M/s. Chitrakoot Steel & Power Pvt. Ltd, (100% Subsidiary Company) from banks amounting to Rs. 25.00 crore as per point number 1.8 of the notes to Accounts.

16. According to the information and explanation given to us, on an overall basis, the term loan taken from bank have been applied for the purposes for which they were obtained and the same have been mentioned in the Note No. 3.

17. According to the information and explanation given to us, on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis which have been used for long term investment.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly clause 4 (xviii) of the order is not applicable to the Company.

19. During the period covered by our audit report the Company has not issued any debentures, therefore the Clause 4 (xix) of the order is not applicable to the Company.

20. The Company has not raised any money by way of public issues during the year, therefore Clause 4 (xx) of the order is not applicable to the Company.

21. Based upon the audit procedures performed and information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

ANNEXURE "A" TO AUDITORS' REPORT

Referred to in paragraph 9(b) of Annexure a statement on the matters specified in the Companies (Auditor's Report) Order, 2004 of M/s. TULSYAN NEC LIMITED for the year ended 31st March, 2012

TAX LIABILITIES DISPUTED IN APPEAL

Sl. Asst. Year Order Gross Disputed No. Reference Demand Amount

IN RELATION TO EXCISE

1. 2002-2003 Order 2/01, 3,987,205.00 3,987,205.00 dt. 31.10.2001

2. 2003-2004 Order 32/02, 201,989.00 201,989.00 dt. 25.09.2002



Sl. Asst. Year Undisputed Paid/ Remarks No. Amount Adjusted

IN RELATION TO EXCISE

1. 2002-2003 0 1,422,316.00 Paid & disputed in Appeal before Commissionrate CESTAT

2. 2003-2004 0 100,000.00 Paid & disputed in Appeal before Commissionrate CESTAT



For C. A. PATEL & PATEL Chartered Accountants FR No. 005026 S

BHAVESH N PATEL Partner M. No. 26669

Place : Chennai Date : 14th August, 2012

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Mar 31, 2010

We have audited the attached Balance sheet of M/s. TULSYAN NEC LIMITED as at 31st MARCH 2010, and also the Profit & Loss Account and cashflow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) Order, 2003 [as amended by the companies (Auditors Report) Amendment Order,2004], issued by the Central Government of India in term of Sub- Section (4A) of Section 227 of the Companies Act, 1956, we enclosed in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

Further to our comments in the Annexure referred to in paragraph 2 above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of Accounts, as required by law, have been kept by the Company, so far as appears from our examination of those books.

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of Account.

d) In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting standards referred to in sub-section (3C) of Sec. 211 of the Companies Act, 1956.

e) On the basis of written representations received from the Directors as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March 2010, from being appointed as a Directors in terms of Clause (g) of sub-section (1) of Sec. 274 of the Companies Act, 1956.

f) As stated in Note No 6 of the Schedule 14 to the Notes on Accounts, we report that the company has paid Rs. 181.09 lacs as Managerial Remuneration, which exceeds the limits calculated under Schedule XIII of the Companies Act, 1956 by Rs. 29.52 lacs, as explained to us by the management that, the Company has submitted application to the Central Government seeking its approval for the said remuneration paid over the limit.

g) Subject to our comments in Para (f) above.ln our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with Significant Accounting Policies and notes appearing thereon as contained in schedule 14 give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010.

(ii) In the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date.

(iii) In the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Referred to in Paragraph 2 of our report of even date

1. In respect of its fixed assets:-

(a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets have been physically verified by the management and no material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets has been disposed off during the year.

2. In respect of its inventories:

(a) As explained to us, physical verification have been conducted by the management at reasonable intervals in respect of finished goods, stores and raw materials.

(b) In our opinion & according to the information and explanation given to us, the procedures of physical verification of stock followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

(c) As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

(a) The company has granted Rs. 770.82 lacs to subsidiary companies as loan during the year.

(Rs in lacs) SL Name of Party Relationship Year end No with Party balance 1 Cosmic Global Limited 99.87% Subsidiary Company Cr.161.97 2 Tulsyan Power Limited* 100% Subsidiary Company Cr. 0.41 3 Chitrakoot Steel & 100% Power P Ltd Subsidiary Company Dr. 898.06 4 Balaji Engineering & 98.80% Galvanizing Ltd* Subsidiary Company Dr. 35.14

* Commercial Operations not yet started for the above companies.

(b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the Interest of the Company.

(c ) In respect of loans take by the Company, the interest payments are regular and the principal amount is repayable on demand. In respect of interest free loans granted by the company are repayable on demand.

(d) There is no overdue amount in respect of loans granted, as the same are repayable on demand so the question of overdue amounts does not arise.

(e) The company has taken unsecured loans from 29 parties aggregating to Rs. 1808.68 lacs during the year (Excluding interest accrued & IFST),as stated in Note No 15. of schedule 14 to the Notes on Accounts.

(f) In our opinion and according to the information and explanation given to us, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

4. In our opinion and according to the Information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and also sale of goods and services. During the course of our audit, we have not observed any major weaknesses in internal control.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, Particulars of contracts or arrangements that needed to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- (Rupees Five lacs Only) or more in respect of these parties are prima facie not prejudicial to

the interest of the Company and are as per the prevailing market rates.

6. The Company has not accepted any deposit from the public, under section 58A and 58AA of the companies Act, 1956 and the companies (Acceptance of Deposit) Rules 1975. However loans taken from Directors and their relatives and others the Companies regularly files statement in lieu of prospectus after the AGM every year.

7. In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and the nature of the business.

8. We have reviewed the books of accounts related to Materials, Labour and other items of cost maintained by the company pursuant to the rules made by the Central Government for maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. In respect of statutory dues:

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees State Insurance, Income - Tax, Sales Tax, Wealth Tax, Custom Duty, Service Tax, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the Appropriate Authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty and any other statutory dues were outstanding as at 31st March 2010 for a period of more than six months from the date of becoming payable.

(b) According to the information and explanation given to us, details of the disputed dues which have not been deposited as on March 31, 2010 are referred to in the Annexure......A.

10. The Company has no accumulated losses as at March 31st 2010, and it has not incurred any cash losses in the financial year ended on the date or in the immediately preceding financial year.

11. Based on our audit procedures and on information and explanation given by the management we are of the opinion that the Company has not defaulted

in repayment of dues to any financial institution or bank as to the Balance sheet date.

12. The Company has not granted any loans and Advances on the basis of security by way of pledge of shares, debentures and other securities, during the year under audit.

13. In our opinion, the company is not a Chit Fund or Nidhi / Mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of the order are not applicable to the company.

14. In our opinion, the Company is not dealer or trader in shares, securities, debentures and other investments. So, Clause 4 (xiv) of the order is not applicable to the company.

15. According to the information and explanation given to us, the Company has given corporate guarantee for loans taken by M/s. Chitrakoot Steel & Power Pvt. Ltd. from banks amounting to Rs. 20.00 crore as per point number 1.8 of notes to accounts.

16. According to the information and explanation given to us, on an overall basis, the term loan taken from bank have been applied for the purposes for which they were obtained and the same have been mentioned in the Schedule 3 of the Balance Sheet.

17. According to the information and explanation given to us, on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis which have been used for long term investment.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly clause 4 (xviii) of the order is not applicable to the Company.

19. During the period covered by our audit report the Company has not issued any debentures, therefore the clause 4 (xix) of the order is not applicable to the Company.

20. The Company has not raised any money by way of public issues during the year, therefore clause 4 (xx) of the order is not applicable to the Company.

21. Based upon the audit procedures performed and information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.



For C A PATEL & PATEL Chartered Accountants BHAVESH N PATEL Partner Place: Chennai M. No. 26669 Date : 14th May, 2010 FR No. 005026 S

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Mar 31, 2000

We have audited the attached Balance Sheet of TULSYAN NEC LIMITED (Formerly National Engineering Company Limited) as at 31st March 2000 and the Profit and Loss Account of the Company fa" the year ended on that date annexed thereto and report that:

1. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act 1956, and records of the Company as we considered necessary during the course of our audit, we enclose in an Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Further to our comment in the Annexure referred to in para (1) above, we report that:

a. We have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion, proper books of accounts as required to bylaw have been kept by the Company in so far it appears from our examination of the books.

c. In our opinion, the Profit & Loss Account and the Balance Sheet have complied with the Accounting Standards referred to in the Sub-section (3C) of Section 211 of the companies Act, 1956.The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of Accounts of the Company.

d. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

i. In the case of the Balance Sheet, of the State of affairs of the Company as at 31st March 2000 and

ii. In the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORSS REPORT

1. The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets. We are informed that the fixed assets of the company have been physically verified by the Management and that no serious discrepancies were noticed on such verification as compared with the available records.

2. None of the fixed assets have been revalued during the year.

3. The Stocks of finished goods, raw materials, stores and spare parts have been physically verified at reasonable intervals by the Management.

4. In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

5. The discrepancies noticed on verification between the physical stock and books and records were not material.

6. In our opinion and on the basis of our examination of stocks, the valuation of finished goods, Raw Materials and stores is fair and proper and in accordance with the normally accepted accounting principles, and is on the same basis as in the preceding year.

7. The Company has not taken any loan, secured or unsecured from Companies, Firms or other parties listed in the Register maintained under Section 370 (1B) of the Companies Act, 1956.

8. The Company has granted loans, advances, secured or unsecured to Companies, Firms or other parties listed in the register maintained under Section 301 or Companies under same management as defined under Section 370 (IB) of the Companies Act, 1956 and in our opinion and according to the explanations given to us, the terms and conditions of such loans and advances are not prima facie prejudicial to the interests of the Company. The company has granted interest free loans of Rs.25.72 lacs to its subsidiary M/s. Tulsyan Technologies Ltd. during the year.

9. The Company has given interest free advances to its employees which are being recovered as stipulated.

10. According to the information and explanations given to us, the Company has adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of stores, components, raw materials, plant and machinery, equipments and other assets and for the sale of goods.

11. The transactions of purchase of goods and materials and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the companies Act, 1956, and aggregating during the year to Rs.50,000/- (Rupees fifty thousand only) or more in respect of each party, have been made at prices which are reasonable having regard to the prevailing market prices for such goods, materials or services or the prices at which transactions for similar goods or services have been made with other parties.

12. As explained to us, there were no unserviceable or damaged stores, raw materials or finished goods during the year.

13. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposit Rules, 1975) with regard to the deposit accepted from the public.

14. The Company does not generate any by- product. In our opinion reasonable records have been maintained by the Company for sale and disposal of the scrap generated.

15. The Company has an adequate intenral audit system commensurate with the size and nature of the business of the Company.

16. The Central Government has not prescribed maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956.

17. The Company is regular in depositing provident fund and ESI dues with the appropriate authorities.

18. There are no undisputed amounts payable in respect of Income-Tax, Wealth-Tax, Sales-Tax, Customs Duty & Excise Duty as at 31st March 2000 which are outstanding for a period of more than six months from the date they become payable.

19. According to the information and explanations given to us and the records of the Company examined by us, no personal expenses have been charged to revenue account other than those payable under contractual obligations or inaccordance with generally accepted business practices.

20. The Company is not a Sick Industrial Company within the meaning of clause (o) of Sub-section (1) of Section (3) of the Sick Industrial Companies (Special Provisions) Act, 1985.

21. In respect of the trading activity, the Company has adequate procedure for determination of damaged goods. The value of such goods is insignificant 3 hence no provision is made for the same.

For C A Patel & Patel, For R S Agarwala & Co.

Chartered Accountants Chartered Accountants

C A PATEL M GANDHI

Partner Partner

Place : Chennai Date : 28.08.2000