TO THE MEMBERS:

FINANCIAL RESULTS

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

FINANCIAL PERFORMANCE

- Revenue from operations for the year ended 31st March, 2026, was Rs. 27,683.83 lakhs, compared to Rs. 17,859.45 lakhs in the previous financial year, reflecting an increase of 55.01%

- PAT for the year ended 31st March, 2026, was Rs. 1,273.28 lakhs, compared to Rs. 1,185.79 lakhs in the previous financial year, indicating an increase of 7.38%.

INDUSTRY UPDATE

India's electric vehicle (EV) industry continued to witness strong momentum during FY 202526, supported by increasing consumer awareness, expanding product availability, technological advancements and the continued development of the country's electric mobility ecosystem. According to vehicle registration data, electric two-wheelers remained the largest segment of India's EV market, with approximately 1.40 million electric two-wheelers registered during FY 2025-26, representing a growth of approximately 21.8% over the previous financial year. Electric four-wheeler registrations also recorded significant growth, increasing by approximately 91.3% year-on-year to 193,633 units during the year.

The growth in electric mobility continues to be supported by increasing adoption of EVs across urban and semi-urban markets, improvements in vehicle technology, greater model availability and the expanding ecosystem of charging and servicing infrastructure. The electric two-wheeler segment, in particular, continues to play an important role in the country's transition towards sustainable mobility due to its relatively lower operating costs and suitability for personal, urban and last-mile transportation.

Government policy and regulatory initiatives also continue to influence the development of India's EV ecosystem. Policy support for electric mobility, domestic manufacturing, localisation of components and development of charging infrastructure remains an important factor in encouraging investment and adoption across the sector.

During FY 2025-26, the EV industry also witnessed increasing competition, with established automobile manufacturers and emerging EV-focused companies expanding their product portfolios and market presence. The growing availability of electric scooters, motorcycles, three-wheelers and passenger vehicles is providing consumers with a wider range of mobility solutions.

Despite the positive growth trajectory, the industry continues to face challenges including evolving regulatory requirements, charging infrastructure availability, battery and component supply chains, technological changes, price competitiveness and consumer awareness. These factors are expected to remain important considerations for industry participants as the market develops.

Overall, India's electric mobility sector remains positioned for continued long-term growth. With increasing adoption of electric two-wheelers, expanding product offerings, improving technology and continued development of the supporting ecosystem, the sector is expected to remain an important component of India's transition towards cleaner and more sustainable transportation.

STATE OF COMPANY'S AFFAIRS

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

DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year 31 March 2026 and the date of this Report, except for the following changes in the composition of the Board of Directors and its Committees:

- Mr. Vijay Kumar Garg was appointed as an Additional Independent Non-Executive Director of the Company with effect from 13 May 2026, subject to the approval of the Members of the Company.

- Ms. Kiran Deora was appointed as an Additional Independent Non-Executive Director of the Company with effect from 13 May 2026, subject to the approval of the Members of the Company.

- Consequent to the above appointments, the Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Corporate Social Responsibility Committee were reconstituted with effect from 13 May 2026.

- Mr. Nagraj Naveenchandra Mujumdar, Independent Non-Executive Director, resigned from the Board of Directors of the Company with effect from 25 May 2026.

Except as stated above, there have been no other material changes and commitments affecting the financial position of the Company between 31 March 2026 and the date of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DIVIDEND

The Board in its meeting held on 4^th September, 2026, recommended a final dividend of Rs. Rs0.10 per Equity Share of Face Value of 2/- (Rupees Two Only) for the Financial Year ended on 31st March, 2026, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

The Dividend Distribution Policy of the Company is available on the Company's website. TRANSFER TO RESERVES

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

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), applicable provisions of the Companies Act, 2013 ("

Act") on Consolidated Financial Statements, the Audited Consolidated Financial Statement for the Financial Year ended 31st March, 2026 is provided in the Annual Report.

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

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs15,00,00,000/- (Rupees Fifteen Crore only) divided into 7,50,00,000 Equity Shares of Rs2/- each.

As at 31 March 2026, the Issued and Paid-up Share Capital of the Company stood at Rs 11,53,84,768/- (Rupees Eleven Crore Fifty-Three Lakh Eighty-Four Thousand Seven Hundred Sixty-Eight only) divided into 5,76,92,384 Equity Shares of Rs2/- each.

During the year under review, pursuant to the Special Resolution passed by the shareholders through Postal Ballot on 29 March 2025 and the in-principle approval granted by the Stock Exchange on 4 April 2025 under Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and trading approval was granted by the Stock Exchange on 27 May 2025 for listing and dealings on the Exchange from 28 May, 2025, the Company allotted 23,91,304 Equity Shares of face value of Rs2/- each at an issue price of Rs46/- per Equity Share, including a premium of Rs44/- per Equity Share, on a preferential basis in dematerialised form to Mr. Jhumarmal Pannaram Tunwal, Promoter of the Company, against conversion of the existing unsecured loan.

The allotment was made by the Board of Directors at its meeting held on 15 April 2025, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Consequent to the aforesaid allotment, the paid-up share capital of the Company increased from 5,53,01,080 Equity Shares as at 31 March 2025 to 5,76,92,384 Equity Shares as at 31 March 2026.

DETAILS OF SUBSIDIARY / TOINT VENTURE/ ASSOCIATE COMPANIES

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

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

The Financial Statements, as required, of the subsidiary companies shall be available on website of the Company at https://www.tunwal.com

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

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

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

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

RELATED PARTY TRANSACTION

During the financial year under review, the Company entered into certain transactions with related parties in the ordinary course of business and on an arm's length basis. The transactions were undertaken in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable, and the Company's Policy on Related Party Transactions.

The Audit Committee and the Board of Directors reviewed and approved the Related Party Transactions in accordance with the applicable provisions of law and the Company's Policy on Related Party Transactions.

The Company has a Policy on Related Party Transactions which sets out the framework for identification, approval, review and reporting of transactions with related parties. The Policy is available on the Company's website under the Investor Relations section.

During the year under review, the Company did not enter into any contracts, arrangements or transactions with related parties which were not in the ordinary course of business or not on an arm's length basis.

Further, during the year under review, the Company did not enter into any material Related Party Transactions as defined under the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, requiring approval of the Members of the Company.

The Company entered into certain Related Party Transactions during the year, including transactions relating to remuneration and sitting fees, loans and advances, purchase and sale of goods and services and transactions with its subsidiary, as disclosed in Note 29 to the Standalone Financial Statements forming part of this Annual Report.

The transactions falling within the scope of Section 188(1) of the Companies Act, 2013, were entered into in the ordinary course of business and on an arm's length basis. Further, none of such transactions were material in terms of the applicable provisions of the Companies Act, 2013 and the rules made thereunder. Accordingly, there were no material contracts or arrangements or transactions with related parties requiring disclosure in Form AOC-2.

The Company has complied with the applicable provisions relating to approval, review and disclosure of Related Party Transactions. The details of the Related Party Transactions entered into during the year are disclosed in Note 29 to the Standalone Financial Statements in accordance with the applicable accounting standards.

The Company has adopted a Policy on Related Party Transactions, which is available on the Company's website under the Investor Relations section.

TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION & PROTECTION FUND

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

During the year under review, there was no amount of unpaid or unclaimed dividend required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

LISTING OF SHARES

Your Company's equity shares are listed and traded on SME platform of National Stock Exchange of India Ltd ('NSE- EMERGE') with ISIN INE0OXV01027, Series: SM & Symbol: TUNWAL. The Company has paid the annual listing fee for the Financial Year 2025-2026 & 2026-2027 to the said Stock Exchanges.

During the year under review, the in-principle approval was granted by the Stock Exchange on 4 April 2025 and trading approval was granted by the Stock Exchange on 27 May 2025 for listing and dealings on the Exchange from 28 May, 2025, for the allotment of 23,91,304 Equity Shares of face value of Rs2/- each at an issue price of Rs46/- per Equity Share, including a premium of Rs44/- per Equity Share, on a preferential basis in dematerialised form to Mr. Jhumarmal Pannaram Tunwal, Promoter of the Company, against conversion of the existing unsecured loan.

CHANGE IN THE NATURE OF BUSINESS, if any

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

CORPORATE GOVERNANCE

Corporate Governance is an ethically driven business process founded on strong values, and principles, with the objective of enhancing the Company's reputation, credibility and longterm value. It encompasses ethical business practices, integrity, fairness and transparency in decision-making, timely and appropriate disclosures, compliance with applicable laws and regulations, and accountability towards all stakeholders.

At Tunwal E-Motors Limited, we are committed to conducting our affairs in a fair, transparent and responsible manner, while maintaining the highest standards of integrity and accountability. The Company believes that sound corporate governance practices are essential

for building and maintaining the trust and confidence of its shareholders, customers, employees, business partners and other stakeholders.

The Company is committed to maintaining appropriate governance standards applicable to it as a company listed on the NSE Emerge platform and to complying with the applicable provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the rules and regulations made thereunder and other applicable laws.

The Company continues to maintain appropriate systems and processes for timely and accurate regulatory disclosures and filings with the Stock Exchange and other regulatory authorities. The Company also strives to strengthen its internal governance framework and ensure transparency, accountability and responsible conduct across its operations.

During the financial year under review, the Company continued to adhere to applicable corporate governance requirements and remained committed to maintaining high standards of ethical and transparent business practices.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company is committed to maintaining an optimum combination of Executive and NonExecutive Directors on its Board, with an appropriate balance of experience, expertise, knowledge and independence. The Board and Key Managerial Personnel of the Company comprise individuals with diverse experience and professional expertise relevant to the Company's business and operations.

Composition as at 31 March 2026:

As on 31 March 2026, the Board of Directors and Key Managerial Personnel of the Company were as follows:

*Mr. Nagraj Naveenchandra Mujumdar tendered his resignation from the position of Independent Director with effect from 25 May 2026

Note: Ms. Niharika Choudhary, Company Secretary & Compliance Officer, resigned from the said position with effect from 27 March 2026 and, accordingly, was not holding office as at 31 March 2026.

Changes in Key Managerial Personnel during the year:

During the financial year under review, Ms. Niharika Choudhary, Company Secretary & Compliance Officer, resigned from the said position with effect from 27 March 2026. Ms. Niharika Choudhary had been appointed as the Company Secretary & Compliance Officer with effect from 1 January 2025, following the resignation of Mrs. Bhavana Sangoli, whose last working day with the Company was 30 December 2024.

Further, Mr. Priyant Ganpatrao Mane was appointed as the Chief Executive Officer of the Company with effect from 1 March 2025 and subsequently resigned from the position of Chief Executive Officer with effect from 14 May 2025. The requisite intimations and statutory filings were made with the Stock Exchange and the Registrar of Companies, as applicable.

Changes subsequent to the Financial Year and up to the date of this Report:

Subsequent to the close of the financial year, Mr. Harshal Ashok Sonarghare was appointed as the Company Secretary & Compliance Officer of the Company with effect from 1 April 2026.

Further, Mr. Vijay Kumar Garg and Ms. Kiran Deora were appointed as Additional Independent Non-Executive Directors of the Company with effect from 13 May 2026 and Mr. Nagraj Naveenchandra Mujumdar tendered his resignation from the position of Independent Director of the Company with effect from 25 May 2026.

Consequent to the aforesaid changes, as on the date of this Report, the Board of Directors of the Company comprises:

As on the date of this Report, Mr. Jhumarmal Pannaram Tunwal, Managing Director, and Mr. Amitkumar Pannaram Mali and Mr. Karan Kumar Saini, Whole-Time Directors, constitute the Executive Directors of the Company. Ms. Riya Lunkad continues to serve as the Chief Financial Officer of the Company and Mr. Harshal Ashok Sonarghare serves as the Company Secretary of the Company.

The Company has complied with the applicable provisions relating to the appointment of Key Managerial Personnel under the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Non-Executive Independent Directors of the Company are eligible for appointment as Independent Directors in accordance with the applicable provisions of the Companies Act, 2013, read with the rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.

Mr. Vijay Kumar Garg and Ms. Kiran Deora were appointed as Additional Independent NonExecutive Directors of the Company with effect from 13 May 2026. The Company has proposed their appointment as Independent Directors for the approval of the Members at the ensuing Annual General Meeting, in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder and the applicable provisions of the Listing Regulations.

The proposed appointment of Mr. Vijay Kumar Garg and Ms. Kiran Deora as Independent Directors is for a term of five consecutive years, subject to the approval of the Members and in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The Independent Directors of the Company have submitted the requisite declarations confirming that they meet the criteria of independence prescribed under the Companies Act, 2013 and the applicable provisions of the Listing Regulations. In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise, experience and proficiency necessary to discharge their duties and responsibilities effectively.

The Company has received the requisite declarations and confirmations from the Independent Directors regarding their eligibility and independence, as prescribed under the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

In accordance with Section 149(13) of the Companies Act, 2013, the provisions relating to retirement of Directors by rotation under Section 152(6) of the Act are not applicable to Independent Directors.

The Company maintains appropriate governance practices and complies with the applicable provisions of the Companies Act, 2013, the rules made thereunder and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable to the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations from each of its Independent Directors pursuant to Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as applicable.

The Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated to exist that could impair or impact their ability to discharge their duties with an objective and independent judgment.

Based on the declarations and confirmations received from the Independent Directors, the Board is of the opinion that the Independent Directors fulfil the criteria of independence prescribed under the Companies Act, 2013 and the applicable provisions of the Listing Regulations.

MEETING OF INDEPENDENT DIRECTORS

In terms of the requirements of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), a separate meeting of the Independent Directors of the Company was held on 27 February 2026.

The meeting was attended by all the Independent Directors of the Company, namely Mr. Kush Gupta, Ms. Arshita Singh and Mr. Nagraj Mujumdar.

The Independent Directors, inter alia, reviewed and evaluated:

- the performance of the Non-Independent Directors and the Board as a whole;

- the performance of the Chairperson of the Company, taking into account the views of the Executive Directors and Non-Executive Directors; and

- the quality, quantity and timeliness of the flow of information between the Company Management and the Board, which is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed their satisfaction with the performance of the NonIndependent Directors and the Board as a whole, the performance of the Chairperson and the quality, adequacy and timeliness of the information provided by the Management to the Board.

The Company has received the requisite declarations of independence from the Independent Directors in accordance with the provisions of the Companies Act, 2013 and the applicable provisions of the Listing Regulations.

The Independent Directors have also confirmed that they meet the applicable criteria of independence prescribed under the Companies Act, 2013 and the Listing Regulations.

MEETINGS OF THE BOARD OF DIRECTORS

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/Committee meetings to be held in the forthcoming quarter is circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings. During the year under review, 7 (Seven) Board Meetings were convened and the gap between the meetings was as per the period prescribed under the Companies Act, 2013.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The prevailing policy is to maintain an optimal balance between Executive and Non-Executive Independent Directors, thereby ensuring the Board's independence while clearly delineating its governance and management functions. As of 31st March 2026, the Board comprises six members — including two Whole-Time Directors, one Managing Director, and three Independent Directors, one of whom is a woman Director. The Board periodically reviews and assesses the necessity for changes in its structure and size.

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

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

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

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

INFORMATION ON BOARD MEETING PROCEDURE AND ATTENDANCE DURING THE FINANCIAL YEAR 2025-2026

The Company's Board meetings are convened in accordance with the provisions of the Act, the Listing Regulations, and the applicable Secretarial Standards. All information prescribed under the Act and Schedule II of the Listing Regulations, along with any other significant matters as determined by the management, is presented for the Board's review. Comprehensive details on the subjects to be deliberated, accompanied by relevant supporting documents, data, and additional information, are provided in the form of a detailed agenda to the Board and the respective Committees. This ensures that Directors are equipped to make informed, strategic decisions and provide appropriate guidance to the management.

PERFORMANCE EVALUATION OF THE BOARD

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

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

COMMITTEES OF THE BOARD

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

- Audit Committee,

- Nomination and Remuneration Committee,

- Stakeholders Relationship Committee and

- Corporate Social Responsibility Committee.

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

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

Pursuant to Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby reported that the total proceeds from the fresh issue of shares amounting to Rs8,171.5 lakhs (inclusive of IPO expenses) have been utilized as follows:

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

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

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

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

POLICIES OF THE COMPANY

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

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

The Polices are available on the Company's website on the link https://www.tunwal.com/investor-relations/ governance#policies

BUSINESS RISK MANAGEMENT

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

- Formulating and implementing Risk Management Policy;

- Overseeing and approving the Company's enterprise-wide risk management framework; and

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

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

With a view to familiarize the independent directors with the Company's operations, as required under regulation 25(7) of the SEBI Listing Regulations, 2015, the Company held familiarization programmes for the Independent Directors on an ongoing and continuous basis. The details of the familiarization programmes is placed on company website https://www.tunwal.com/investor-relations/policies/familiarisation-programme- independent-directors.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a comprehensive Whistle-blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013, details of which are included in Corporate Governance Report. There has been no case to report for the FY 2025-2026, no individual was denied access to the Audit Committee for reporting concerns, if any. The Whistle Blower policy has been placed on the website of the Company at https://www.tunwal.com/investor-relations/policies/whistle-blower-policy.pdf

PREVENTION OF SEXUAL HARASSMENT

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

An Internal Complaint Committee (ICC) has also been set up to redress complaint received on sexual harassment. During the financial year under review, the ICC received

no complaint of sexual harassment and the Annual Report to District Office has also been sent.

STATUTORY AUDITORS & REPORTS

The Auditor's Reports for the financial year 2025 -26 5, issued by the Statutory Auditors of the Company, M/s Mittal Agarwal & Company, including the report on Internal Financial Controls, are self-explanatory and do not contain any observation, qualification, adverse remark, or other infirmity relating to the Company's affairs. The Independent Audit Reports on the Standalone and Consolidated Financial Statements are provided in Part C - Financial Statements.

Change in Statutory Auditors

Subsequent to the financial year ended 31 March 2026, M/s Mittal Agarwal & Company, Chartered Accountants (Firm Registration No. 131025W) tendered their resignation as the Statutory Auditors of the Company, vide letter dated and effective from 26 August 2026, resulting in a casual vacancy in the office of Statutory Auditors. The resignation of the Statutory Auditors was intimated to the Stock Exchange in accordance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Thereafter, at its meeting held on 4 September 2026, based on the recommendation of the Audit Committee, the Board of Directors approved the appointment of M/s H L Saini & Co., Chartered Accountants (Firm Registration No. 136961W) as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Mittal Agarwal & Company, subject to the approval of the Members of the Company at the ensuing Annual General Meeting and in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

M/s H L Saini & Co., shall hold office as the Statutory Auditors of the Company from the date of their appointment to fill the casual vacancy until the conclusion of the ensuing Annual General Meeting, subject to the approval of the Members.

SECRETARIAL AUDITORS & REPORTS

The Company has, pursuant to the provisions of Section 204 of the Companies Act, 2013, at the Annual General Meeting held on 19 September 2025 appointed Advitiya Vyas & Company, Practicing Company Secretaries (Firm Registration No. S2016DE389400) as Secretarial Auditors for a period of five (5) consecutive years commencing from Financial year 2025-26 till 2029-30.

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

INTERNAL AUDITORS & REPORTS

Based on the recommendation of the Audit Committee, the Board approved the appointment of M/s. Brijesh S. Chandak & Co., Chartered Accountants (Firm Regn. No. 125296W), as Internal Auditors to conduct the internal audit of the Company for the financial year 2025-2026. The Internal Audit Report submitted by the auditors has been received and contains no adverse remarks.

COST AUDITORS

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

INTERNAL CONTROL SYSTEMS AND ADEQUACY THEREOF

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

ANNUAL RETURN

The Annual Return of the Company is uploaded on the website of the Company at https://www.tunwal.com/investor-relahons/documents/annual-report-2025-26.pdf

CORPORATE SOCIAL RESPONSIBILITY

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

For the financial year2025-2026 , your Company expended a balance amount of Rs. 24,00,427/- (Indian Rupees Rupees Twenty-Four Lakh Four Hundred Twenty-Seven Only.towards CSR initiatives. This expenditure was duly recommended by the CSR Committee, approved by the Board of Directors, and verified by the Statutory Auditors. The details are attached in Annexure VI.

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

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, the required particulars relating to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo for the financial year ended 31st March, 2026 , in respect of the Company's operations in the manufacturing of Electric Two-Wheelers, are mentioned in Annexure IV

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

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

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

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

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

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

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

FRAUD REPORTING

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

GENERAL

0Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

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

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

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

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

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

- No amendment in the policies referred in this report.

The Company discloses the hereby statement:

Mr. Jhumarmal Pannaram Tunwal, Promoter Director, Mr. Amit Kumar Mali, Promoter Director, and Mr. Karan Kumar Saini, Director, have extended loans to the Company during the financial year2025-2026 . The requisite consents from the Directors have been obtained, confirming that the funds provided are from their own resources and not out of the Company's funds. Reference may be made to Note No. 29 - Related Party Transactions of the Standalone Financial Statements.

CAUTIONARY STATEMENT

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

1. In the preparation of annual accounts for the year ended the 31st March, 2026 , the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on the 31st March,2026 and of the Profit of the Company for the year ended on that date;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

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

5. The Directors have laid down Internal Financial Controls to be followed by the Company have been laid down and that such internal financial controls are adequate and operating effectively; and

The Directors have devised proper systems to ensure compliance with the provisions of all the applicable laws and that such Systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY2025-2026 .

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT:

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

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

DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

During the year, there were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions. The requirement to disclose the details of difference between amount of valuation done at the time of onetime settlement and valuation done while taking loan from the Banks and Financial Institutions along with the reasons thereof is also not applicable.

A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961:

During the year, under review the said compliance is not applicable to the Company. ACKNOWLEDGEMENTS AND APPRECIATION

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