As on: Oct 08, 2026 09:57 PM
Dear Members,
We are pleased to present the Seventy Ninth (79 th ) Board's Report along with the audited standalone and consolidated financial statements and the Auditor's Report of the Company for the financial year ended March 31, 2026.
FINANCIAL HIGHLIGHTS (Amount in Rs. Lakhs)
STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS
The standalone and consolidated financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ('Ind AS') as notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended. The financial highlights and the results of the operations, including major developments have been further discussed in detail in the Management Discussion and Analysis Report.
RESULTS OF OPERATIONS AND STATE OF THE COMPANY'S AFFAIRS AND FUTURE OUTLOOK
structural resilience against global macroeconomic volatility. The fiscal period was defined by a domestic demand super cycle driven by aggressive government capital expenditure (Capex) and private sector infrastructure mobilization. Concurrently, corporate operating margins expanded in the latter half of the year due to global price stabilization and aggressive corporate cost-rationalization programs.
During the final quarter of financial year 2025–26, the Company has completed all the multiple capital-intensive projects aiming at improving operational efficiency and reducing long-term costs. These initiatives involved retrofitting and installation of new furnace, which, while essential for future gains, temporarily disrupted regular production processes. The capex work involved temporary shut downs in steel division which effected the production during the year. As a result, the Company's TMT sales volume declined to 1,16,767 tons, compared to 1,22,300 tons in the previous year, registering a 4.54% decrease. However, these strategic upgrades are expected to enhance production efficiency and contribute to improved margins in the coming years.
• Capital Infrastructure Overhaul:
The company completed 100% of its capital expenditure program during Q4 FY 2025–26, successfully retrofitting and upgrading Furnace–A and Furnace–B.
• Capacity and Integration Boost:
These upgrades expanded TMT production capacity by 36,000 tons per annum and expanded internal billet manufacturing. Direct hot-billet charging to the rolling mill eliminated external procurement reliance and lowered power consumption.
• Volume Impact:
Planned maintenance shutdowns lowered TMT sales volumes by 4.54% to 1,16,767 tons (down from 1,22,300 tons). This temporary volume dip positions the plant for higher operational margins moving forward.
• Downstream Wire Mesh Growth:
The automated Welded Wire Mesh facility expanded its market share with products ranging from 4.7mm to 12mm (cold rolled) and 5.5mm to 16mm (hot rolled). This product accelerates building schedules by removing the need for manual on-site cutting and bar-spacing.
• Tata Steel Value Alliance:
The division operates a strategic contract-manufacturing layout with Tata Steel Limited. Tulsyan converts Tata's raw wire rod coils into finished Welded Wire Mesh for direct delivery to their commercial consumers.
B. Power Division
In the power segment, we have increased our power production by ~13% reducing shutdowns by 40%. Due to converting ourselves from Captive Power Plant to Independent Power Plant we have opened the gates of bidding the rates on power exchanges platform like IEX and able to supply power through GRID and we have also participated into Shakti Scheme for procuring Coal at standardize rate while committed to supply power to Tamil Nadu Power Distribution Corporation Limited (TNPDCL) under long term contract of 5 years. Such contract shall begin from 2026-27 onwards.
• IPP Commercial Re-alignment:
Converting our setup from a Captive Power Plant (CPP) to an Independent Power Plant (IPP) lets us sell energy directly on public trading systems like the Indian Energy Exchange (IEX).
• Operational Metrics:
Power generation increased by ~13%, while distribution grid shutdowns fell by 40%.
• Fuel Linkage Security:
The company accepted a 5-year standardized coal supply contract under the modified SHAKTI Scheme, reducing exposure to open-market energy costs. Long-term delivery to the Tamil Nadu Power Distribution Corporation Limited (TNPDCL) will begin in FY 2026–27.
C. Synthetic Division
• Topline Performance:
The division expanded turnover by 18% year-over-year, driven by steady corporate demand for specialized industrial packaging solutions.
• Macro Environment Management:
This segment managed international trade friction and shifting corporate supply setups well. Looking forward, the division is tracking progress on the pending US-India Trade Deal to capture global export market share.
The loss after tax for the year stood at Rs.6,444 lakhs, as against a loss of Rs.7,270 lakhs in the previous year, marking a decrease of Rs.826 lakhs. Additionally, the Company's operations remained under pressure due to temporary shutdowns and substantial decline in steel prices.
Futuristic Strategic Blueprint Aligned with National Policies A. Green Steel Taxonomy & 5-Star Carbon Performance
• Industry Requirement:
The global steel sector generates roughly 7% to 9% of direct greenhouse gas emissions, making decarbonisation an immediate corporate priority. The Ministry of Steel's Green Steel Taxonomy establishes strict, standardized definitions to curb "greenwashing" and drive deep decarbonisation across industrial plants.
• Sector & Corporate Benefits:
? Global Market Entry: Achieving a 5-Star Certification Rating with emissions at 1.3 t-CO2e/tfs positions the company ahead of international carbon regulations, such as the European Union's Carbon Border Adjustment Mechanism (CBAM).
? Preferential Public Procurement: Gives the company a competitive advantage in green public tenders, as government infrastructure projects increasingly mandate low-carbon materials.
? RealEstatePremiumSynergies:AlignmentwiththeCII-GreenProEcolabeland LEED Standards allows our TMT bars to secure a premium in sustainable civil engineering projects. This helps real estate developers secure higher property valuations and claim 100% depreciation tax incentives on eligible green assets.
B. Specialty Steel Pivot under the Central PLI Framework
India has historically relied on imports for high-end specialty steel grades used in critical defense, aerospace, and advanced infrastructure projects. The Production Linked Incentive (PLI) scheme was designed to scale up domestic manufacturing capacities, attract large-scale capital investments, and reduce import dependencies.
? Direct Financial Incentives: Provides tiered cash incentives ranging from 4% to 12% on incremental sales over the base year for five consecutive years, directly boosting corporate cash flows.
? Optimised Capital Allocation: By retrofitting our active processing lines instead of funding a brand-new greenfield project, the company cuts initial capital expenditure requirements by 60% to 70%.
? Global Competitiveness:
Helps the company move up the value chain from basic commodities to premium products, protecting corporate margins from regular steel price fluctuations.
C. Market Alignment via Fuel Security & Trade Safeguards
Thermal power generation face frequent issues with volatile open-market coal prices. The government modified the SHAKTI Policy to move away from non-transparent allocations to an auction-based linkage model, stabilizing domestic fuel distribution. Concurrently, local manufacturers require protection against cheap, subsidized foreign imports.
? SHAKTI Window-II Flexibility: Securing a 5-year standardized coal linkage under Window-II eliminates rigid Power Purchase Agreement (PPA) limitations. This allows the power division to optimize fuel costs and sell surplus power directly on the Indian Energy Exchange (IEX).
? 12% Tariff Shield: The 12% safeguard duty on steel imports levels the playing field, keeping domestic TMT prices stable and insulating local volumes from foreign dumping.
? PM GatiShakti Efficiency: Integrating our facility coordinates into the National Master Plan portal via BiSAG-N links our logistics directly with 22 high-impact multimodal transit projects, bypassing local transportation bottlenecks.
Digitalisation, Factory Refurbishment & Environmental Sustainability A. Industry 4.0 & High-Voltage Grid Upgrades
Metal manufacturing requires continuous energy-intensive processes where even minor power fluctuations or unexpected machinery failures can cause significant financial losses. Modern factories require real-time data visibility and robust power infrastructure to remain globally competitive.
? Clean Power Delivery: Replacing the 33kV network with a 110kV substation improves overall power quality, prevents voltage drops, and increases furnace melt rates for better hourly productivity.
? Predictive Maintenance: The 31 automated smart meters collect energy data without human intervention. This allows our analytics software to identify asset strain early, preventing costly, unplanned mill shutdowns.
B. Plant Refurbishment & Scrap Processing Integration
Heavy industrial machinery degrades under continuous thermal load. Extending the operational life of existing capital assets is critical to avoid the massive costs of full equipment replacements. Additionally, fluctuating raw material qualities require tighter control over furnace inputs.
? Life Extension: Structural reinforcement and engineering overhauls successfully extended the core plant's useful life by 10 to 15 years.
? Input Quality Control: The upgraded on-site scrap processing yard ensures a steady supply of processed scrap, reducing reliance on third-party suppliers, lowering intermediate raw material costs, and minimizing input impurities.
C. Zero-Harm Environmental Sustainability
Industrial manufacturing faces growing regulatory pressure due to regional water scarcity and strict state pollution control board laws. Companies must build self-sustaining resource loops to protect long-term operations from environmental risks.
?? 75% Green Energy Mix: Sourcing three-quarters of our production energy from green sources directly lowers our carbon footprint, ensuring compliance with tightening environmental regulations.
?? Water Security via ZWD: Setting up rainwater harvesting networks and an internal Sewage Treatment Plant (STP) moves the facility toward Zero Water Discharge (ZWD). This shields the plant from local groundwater depletion and ensures uninterrupted operations during dry seasons.
Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year:
• The Company has not made any application under Insolvency and Bankruptcy code 2016 for resolution during the year under review nor any application for insolvency proceeding has been made against the Company.
• The Company is a respondent in an application filed by the IRP of Cauvery Power Generation Chennai Private Limited seeking payment of Rs.174.01 Lakhs being the value of coal supplied by the said company to us. Whereas supply so made by the said company was towards amount due to the Company. The application is pending with the NCLT and we are confident that the claim is not maintainable and is not a preferential payment.
CREDIT RATINGS
The Company has not issued any instruments during the year requiring credit rating.
DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
As on March 31, 2026, the Company had following two subsidiary companies as follows: a) Chitrakoot Steel & Power Private Limited (Wholly Owned Subsidiary Company) b) Sapient Packing Private Limited (Subsidiary Company)
However, with effect from July 16, 2026, Sapient Packing Private Limited is ceased to be a Subsidiary of the Company due to disinvestment/ transfer of entire equity shares held in the said Company.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Subsidiaries in the prescribed Form AOC-1 is annexed to this Report as an 'Annexure-A'. The statement also provides the details of the performance of the Subsidiary Company, financial position of the subsidiary and its contribution to the overall performance of the Company during the period under report. In accordance with the provisions of Section 136 of the Companies Act, 2013 and the amendments thereto, read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies will be available on our website at www.tulsyannec.in .
The Company has also formulated a policy for determining 'Material Subsidiaries' pursuant to the provisions of the SEBI Listing Regulations. The policy is available on the website of the Company at www.tulsyannec.in .
A report of the salient features and a summary of the financial performance of each of the subsidiary companies is presented below:
Chitrakoot Steel and Power Private Limited
Chitrakoot Steel and Power Private Limited is a wholly owned subsidiary of Tulsyan NEC Limited. It was incorporated on October 21, 2003 and is engaged in the business of manufacturing of Sponge Iron.
Chitrakoot Steel and Power Private Limited registered a total revenue of Rs. 8,323.78 lakhs and a net profit of Rs. 10.76 lakhs during the FY 25-26 as against a total revenue of Rs. 9,956.88 lakhs and a net profit of Rs. 13.71 lakhs during the FY 24-25.
Sapient Packing Private Limited
Sapient Packing Private Limited was a subsidiary of Tulsyan NEC Limited till July 15, 2026.. It was incorporated on September 02, 2025 and is engaged in the business of manufacturing, buying, selling, importing, exporting, designing, and customizing all types of packaging materials.
There were no operations in Sapient Packing Private Limited during the F.Y. 2025-26. Only pre-operating expenses amounting to Rs.3.20 lakhs were incurred during the year.
PERSONNEL & INDUSTRIAL RELATIONS
Overall, the industrial relations in all our manufacturing units are harmonious and cordial in nature. Your Company strictly believes that maintaining cordial industrial relations is the key to progress of the firm, individuals, management, industry and nation.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company.
DIVIDEND
During the financial year, the Company has not recommended or declared any payment as dividend to its shareholders.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND ('IEPF')
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ['IEPF Rules'], all dividends which remains unpaid or unclaimed for a period of 7 (seven) years from the date of their transfer to the unpaid dividend account are required to be transferred by the Company to the Investor Education and Protection Fund ('IEPF'), established by the Central Government. Further, as per the IEPF Rules, the shares on which dividend has not been paid or claimed by the Members for 7 (seven) consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Further, as per Rule 6(8) of the IEPF Rules, all benefits such as bonus shares, split, consolidation except rights issue, accruing on shares which are transferred to IEPF, shall also be credited to the demat account of the IEPF authority.
The Members may note that no further unpaid or unclaimed dividend amounts/shares are pending with the Company for transferring to the demat account of the IEPF Authority.
Mrs. Parvati Soni, Company Secretary of the Company is the Compliance Officer as well as the Nodal Officer of the Company for the purposes of verification of claims and coordination with IEPF Authority pursuant to the IEPF Rules.
TRANSFER TO RESERVES
No amount is proposed to be transferred to reserves for the financial year ended March 31, 2026.
DEPOSITS
The Company has not accepted any deposit, including from the public, and as such no amount of principal and interest was outstanding as at March 31, 2026.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements provided in this Annual Report.
SHARE CAPITAL
The detailed capital structure of the Company as on March 31, 2026 is as follows:
Authorized Share Capital
The Authorized Share Capital of the Company is Rs.36,00,00,000/- (Rupees Thirty Six Crores) divided into 2,60,00,000 Equity Shares of Rs.10/- each and 1,00,00,000 6% Non-Convertible Redeemable Preference Shares of Rs.10/- each.
Issued Share Capital
The Issued Share Capital of the Company is Rs.25,30,44,070/- (Rupees Twenty Five Crores Thirty Lakhs Forty Four Thousand and Seventy) divided into 1,64,61,407 Equity Shares of Rs.10/- each and 88,43,000 6% Non-Convertible Redeemable Preference Shares of Rs.10/- each.
Subscribed and Paid-up Share Capital
The Subscribed Share Capital and Paid-up Share Capital of the Company is Rs.25,30,44,070/- (Rupees Twenty Five Crores Thirty Lakhs Forty Four Thousand and Seventy) divided into 1,64,61,407 Equity Shares of Rs.10/- each (Fully paid-up) and 88,43,000 6% Non-Convertible Redeemable Preference Shares of Rs.10/- each (Fully paid-up).
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
In compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Rules made thereunder, the Board has formed a CSR Committee, which monitors and oversees various CSR initiatives and activities of the Company.
An Annual Report on Corporate Social Responsibility, setting out the disclosures as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report as an 'Annexure-B'.
The CSR Policy developed and implemented by the Company including the composition of the CSR Committee have been uploaded on the Company's website at www.tulsyannec.in .
The Profit after tax on Standalone basis computed as per Section 198 of the Companies Act, 2013, being negative, the Company was not required to spend any amount on CSR activities during the FY 2025-26.
RISK MANAGEMENT POLICY
The Company has developed and implemented a risk management policy including identification therein elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. The Board and the Audit Committee periodically undertake a review of the major risks affecting the Company's business and suggests steps to be taken to control and mitigate the same.
The Risk Management Policy of the Company is available on the Company's website and can be accessed at www.tulsyannec.in/investors .
VIGIL MECHANISM POLICY
The Vigil Mechanism / Whistle Blower Policy, as envisaged in the Companies Act, 2013, the rules prescribed thereunder and the SEBI Listing Regulations, is implemented through the Company's Whistle Blower Policy to enable the Directors, Employees and all Stakeholders of the Company to report genuine concerns relating to unethical behaviour, actual or suspected fraud, or violation of the Company's Code of Conduct. The Policy also provides adequate safeguards against victimization of people who use such mechanisms and makes provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.
The Company adheres to uncompromising integrity in the conduct of its business and strictly abides by well-accepted norms of ethical, lawful and moral conduct. It has zero tolerance for any form of unethical conduct or behaviour.
The Whistle Blower Policy of the Company is available on the Company's website and can be accessed at www.tulsyannec.in/investors .
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the financial year under review, is given under separate section and forms part of this Annual Report.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporate governance. We believe in adherence to good corporate practices, implementing effective policies and guidelines and developing a culture of the best management practices and compliance with the law at all levels. Our corporate governance practices strive to foster and attain the highest standards of integrity, transparency, accountability and ethics in all business matters to enhance and retain investor trust, long-term shareholder value and respect minority rights in all our business decisions.
The Corporate Governance Report along with the requisite certificate from the Practising Company Secretary, confirming compliance with the conditions of corporate governance as stipulated under Para C of Schedule V of the SEBI Listing Regulations forms part of this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no materially significant related party transactions entered between the Company, Directors, Management and their relatives. All the contracts/arrangements/transactions entered by the Company with the related parties during FY 2025-26 were in the ordinary course of business and on an arm's length basis, and whenever required the Company has obtained necessary approvals as per the Related Party Transactions Policy of the Company and applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.
Accordingly, there are no contracts or arrangements with related parties which are required to be disclosed under Section 134(3)(h) read with Section 188(1) of the Companies Act, 2013 in Form AOC-2 for the Financial Year 2025-26 and, hence, the same does not form part of the Board's Report.
The Company has formulated the policy on Related Party Transactions and the same is available on the website of the Company at: www. tulsyannec.in/investors . The details of related party disclosures forms part of the notes to the Financial Statements provided in this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed to this Report as an 'Annexure-C'.
PARTICULARS OF DIRECTORS AND EMPLOYEES
A statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and is annexed to this Report as an 'Annexure-D'. Further, a statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as none of the employees of the Company are drawing the remuneration in excess of the limits prescribed under the said rules.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and ability, hereby state and confirm that: a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls based on the internal controls framework established by the Company, which were adequate and are operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Other Employees focuses on having an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. Assessment and appointment of Directors to the Board are based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualifications required for the position. For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. A potential board member to be appointed as Independent Director is also assessed based on independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.
In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of the SEBI Listing Regulations, as amended from time to time and on recommendation of the Nomination and Remuneration Committee, the Board has adopted a Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other employees. This policy is available on the website of the Company at – www.tulsyannec.in/investors .
We affirm that the remuneration paid to Directors, Key Managerial Personnel, Senior Management and other employees is in accordance with the Remuneration Policy of the Company, the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. There has not been any change in the policy during the year under review.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have submitted the requisite declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) and 25(8) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the Company's Code of Conduct. They have further confirmed that they are not aware of any circumstances or situations which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties and that they are independent of the management. Further, the Independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent Director's name in the data bank of the Indian Institute of Corporate Affairs ('IICA') for a period of one year or five years or life-time till they continue to hold the office of an Independent Director.
In the opinion of the Board, all the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 read along with the Rules made thereunder and and the SEBI Listing Regulations and are independent of the Management.
BOARD DIVERSITY
The Company recognises and embraces the importance of a diverse Board in contributing to its success. Adequate diversity on the Board is essential to meet the challenges of business globalisation, rapid deployment of technology, greater social responsibility, increasing emphasis on corporate governance and enhanced need for risk management. The Board enables efficient functioning through differences in perspective and skill, and fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge, ethnicity, country of origin and nationality. The Board has adopted a Diversity Policy that outlines its commitment to fostering a diverse and inclusive composition, setting forth the approach to achieving and maintaining diversity at the Board level. The policy is available on the website of the Company at www.tulsyannec.in/investors .
BOARD EVALUATION
Pursuant to the provisions of Section 134 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations, the annual performance evaluation of the Board, Board level Committees and individual Directors was conducted during the year to ensure that the Board and Board level Committees are functioning effectively and demonstrating good governance. For the FY 2025-26, the Board had undertaken this exercise through self-evaluation questionnaires. The evaluation process focused on Board dynamics and other aspects towards Board effectiveness. The process involved the evaluation of all the Directors including the Chairperson, the Managing Director and Chief Executive Officer, Board committees and the Board as a whole.
The evaluation was carried out based on the criteria and framework approved by the Nomination and Remuneration Committee. A detailed disclosure on the parameters and the process of Board evaluation has been provided in the Report on Corporate Governance, which forms part of this Annual Report.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors
As on March 31, 2026, the Board of Directors comprised of 8 (eight) Members, consisting of 4 (four) Executive Directors and 4 (four) Non-Executive Independent Directors including 1 (one) Non-Executive Independent Woman Director. The Board has an appropriate mix of Executive Directors and Non-Executive Independent Directors, which is in compliant with the provisions of the Companies Act, 2013, the SEBI Listing Regulations and is also aligned with the best practices of Corporate Governance.
Appointment / Re-appointment
As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Lalit Kumar Tulsyan (DIN: 00632823), Executive Director of the Company, is liable to retire by rotation at the ensuing 79 th AGM of the Company and being eligible, seeks re-appointment. Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the Members of the Company at the 78th AGM of the Company held on September 17, 2025, approved:
- Appointment of Mr. Sanjay Agarwalla (DIN: 00632864), as a Director of the Company, liable to retire by rotation, as per the provisions of the Companies Act, 2013 and Articles of Association of the Company.
- Re-appointment of Mr. Somasundaram Ponsing Mohan Ram (DIN: 08883633), as an Independent Director of the Company, not iable to retire by rotation, for a second term of 5 (five) consecutive years on the Board of the Company commencing from September 19, 2025 till September 18, 2030 (both days inclusive).
In the opinion of the Board, all the Directors, as well as the Directors proposed to be appointed / re-appointed possess the requisite qualifications, experience, expertise and hold high standards of integrity and relevant proficiency.
None of the Directors of the Company are disqualified as per the provisions of Section 164(1) and (2) of the Companies Act, 2013. The Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and the SEBI Listing Regulations.
Resignation
Mr. S Chandrasekaran (DIN: 10207445) has stepped down from the position of Whole-time Director of the Company w.e.f. May 08, 2026, due to personal and unavoidable circumstances.
The Board placed on record its deep gratitude and appreciation for his extensive contribution and stewardship during his tenure as a Whole Time Director of the Company.
Key Managerial Personnel
There were no changes in the Key Managerial Personnel(s) of the Company during the FY 2025-26. The Key Managerial Personnel(s) of the Company as on March 31, 2026 are:
• Mr. Lalit Kumar Tulsyan, Managing Director (Executive Chairman);
• Mr. Sanjay Tulsyan, Managing Director;
• Mr. Sanjay Agarwalla, Whole Time Director;
• Mr. Shanthakumar R P, Chief Financial Officer; and
• Mrs. Parvati Soni, Company Secretary & Compliance Officer.
COMMITTEES OF THE BOARD
Currently, the Company has 4 (four) Board level Committees: Audit Committee ('AC'), Nomination and Remuneration Committee ('NRC'), Stakeholders' Relationship Committee ('SRC') and Corporate Social Responsibility Committee ('CSRC'). The detailed composition of such committees, as on March 31, 2026, are disclosed in the Corporate Governance Report, which forms part of this Annual Report.
MEETINGS OF THE BOARD AND ITS COMMITTEES
The meetings of the Board and its Committees are scheduled at regular intervals to discuss and decide on matters of business performance, policies, strategies and other matters of significance. The schedule of the meetings is circulated in advance, to ensure proper planning and effective participation. In certain exigencies, decisions of the Board / Committees are also accorded through circulation.
During the financial year 2025-26, the Board met 4 (four) times virtually on May 30, 2025; August 13, 2025; November 12, 2025; and February 13, 2026 respectively. The maximum interval between any 2 (two) meetings did not exceed 120 (One Hundred and Twenty) days, as prescribed in the Companies Act, 2013. Detailed information regarding the meetings of the Board and its Committees are included in the Corporate Governance Report, which forms part of this Annual Report.
AUDITORS Statutory Auditors
The Members at the 74th Annual General Meeting ('AGM') held on September 30, 2021, approved the re-appointment of M/s. CNGSN & Associates LLP, Chartered Accountants (Firm ICAI Registration No: 004925S/S200036), Chennai, as the Statutory Auditors of the Company, for a second term of 5 (five) consecutive years to hold office from the conclusion of the 74th AGM till the conclusion of the 79 th AGM of the Company to be held in the financial year 2026. Accordingly, their second term ends at the ensuing 79 th AGM. In this regard, the Audit Committee and the Board of Directors have recommended to the Members, at the ensuing 79 th AGM of the Company, the appointment of M/s. SRBR and Associates LLP, Chartered Accountants (Firm Registration No. 004997S/S200051), as Statutory Auditors of the Company for a term of 5 (five) consecutive years to hold office from the conclusion of this ensuing 79 th AGM till conclusion of the 84th AGM to be held in financial year 2031. The Company has received consent letter along with eligibility certificate from the proposed Statutory Auditors. Necessary resolution for approval of the Members forms part of the Notice of the ensuing AGM.
The Auditors' Report is enclosed with the financial statements forming part of this Annual Report. The Auditors' Report on the financial statements of the Company for the financial year ended March 31, 2026, is modified i.e. it contains the following qualification, reservation or adverse remark or disclaimer:
Reporting of Fraud by Auditors
During the year, the statutory auditors have not reported to the Audit Committee any material fraud on the Company by its offi cers or employees under Section 143(12) of the Companies Act, 2013, the details of which need to be provided in this report.
Cost Auditors
The Cost Records of the Company are maintained in accordance with the provisions of Section 148(1) of the Companies Act, 2013 as specifi ed by the Central Government. The Cost Audit Report, for the financial year ended March 31, 2025, was fi led with the Central Government within the prescribed time. The Board, based on recommendation of the Audit Committee, appointed M/s. Murthy & Co. LLP, Cost and Management Accountants (Firm Registration Number S200001), as the Cost Auditors to conduct the audit of the Company's cost records for the financial year ended on March 31, 2026. The Cost Auditors will submit their report to the Company for the Financial Year 2025-26 on or before the due date.
The Board, based on recommendation of the Audit Committee, at its meeting held on May 30, 2026, has appointed M/s. Murthy & Co. LLP, Cost and Management Accountants (Firm Registration Number S200001) as the Cost Auditors to conduct the audit of the Company's cost records for the FY 2026-27. The Cost Auditors have confi rmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and have also certifi ed that they are free from any disqualifi cations specifi ed under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013. The Company has also received a certifi cate from the Cost Auditors certifying their independence and arm's length relationship with the Company.
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditors is required to be ratifi ed by the Members, the Board recommends the same for approval by Members at the ensuing 79 th AGM of the Company.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, Regulation 24A of the SEBI Listing Regulations, as amended, M/s. M Damodaran & Associates LLP, Practicing Company Secretaries, bearing Firm Registration Number L2019TN006000 and holding Peer Review Certificate No: 3847/2023, were appointed as the Secretarial Auditors of the Company for a first term of 5 (Five) consecutive years commencing from the Financial Year 2025-26 till the Financial Year 2029-30, at the 78th AGM of the Company held on September 17, 2025. The Secretarial Audit Report for the FY 2025-26 issued by Mr. Kalaiyarasi Janakiraman (M. No. 29861, CP No. 19385), Partner at M/s. M Damodaran & Associates, LLP, in the prescribed Form MR-3 is annexed to this Report as an
' Annexure-E'.
The Secretarial Audit Report for the FY 2025-26 contains the following qualification, reservation or adverse remark or disclaimer:
INTERNAL FINANCIAL CONTROL
The Company has a proper and adequate system of internal financial controls with reference to the financial statements and which is commensurate with its size and nature of operations for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information.
The Company is staffed by experienced and qualified professionals who play an important role in designing, implementing, maintaining and monitoring our internal control systems.
Quarterly internal audits are carried out by the Internal Auditors of the Company to provide reasonable assurance of internal control effectiveness and advise the Company on industry-wide best practices. The Audit Committee, consisting of Independent Directors, reviews important issues raised by the internal and statutory auditors regularly and the status of rectification measures to ensure that risks are mitigated appropriately on a timely basis.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year March 31, 2026 of the Company and the date of this Report.
SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS
During the financial year under review, there are no significant and material orders passed by the regulators, courts or tribunals, impacting the going concern status of the Company and its operations in the future.
ANNUAL RETURN
The Annual Return of the Company as per the provisions of Sections 134(3)(a) and 92(3) of the Companies Act, 2013, is available on the website of the Company at www.tulsyannec.in .
SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)
In terms of Section 118(10) of the Companies Act, 2013, the Company has complied with the applicable Secretarial Standards i.e. SS–1 and SS-2, relating to the 'Meetings of the Board' and 'General Meetings', respectively, as specified by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is dedicated to fostering a workplace that is safe, inclusive, and free from harassment, bias, or victimization, irrespective of an individual's gender, race, religion, origin, sexual orientation, pregnancy status, disability, or economic background.
The Company upholds a a Prevention of Sexual Harassment (PoSH) Policy, ensuring a zero-tolerance approach to any form of harassment or discrimination. To support this commitment, the Company has constituted an Internal Complaints Committee ('ICC') as required under the aforesaid Act to address complaints and promote awareness of workplace sexual harassment issues in a fair and confidential manner. The Policy is gender neutral.
During the financial year under review:
(a) number of complaints of sexual harassment received in the year: Nil (b) number of complaints disposed off during the year: Nil (c) number of cases pending for more than ninety days: Nil
COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961
During the financial year under review, the Company is compliant with the provisions relating to the Maternity Benefit Act, 1961. The Company has also extended leaves and flexi working hours, wherever required, after legally approved maternity leaves.
CORPORATE CODES AND POLICIES
The details of the policies approved and adopted by the Board as required under the Companies Act, 2013, SEBI Listing Regulations, and other applicable laws, are available on the website of the Company at www.tulsyannec.in under the head "Policies" of the Investors Section.
GREEN INITIATIVE
We request all the Members to support the 'Green Initiative' of the Ministry of Corporate Affairs and the Company's continuance towards a greener environment by enabling the service of the Annual Report, AGM Notice, and other documents electronically to your email address registered with your Depository Participant / the Registrar and Share Transfer Agent of the Company. In support of the 'Green Initiative', the Company encourages Members to register their email addresses with their Depository Participant or the Registrar and Share Transfer Agent of the Company to receive soft copies of the Annual Report, Notices and other information disseminated by the Company, on a real-time basis without any delay.
ACKNOWLEDGEMENT
We place on record our appreciation for the committed services by every Member of the Tulsyan family whose contribution was significant to the growth and success of the Company. We would like to thank all our shareholders, customers, suppliers, investors, vendors, executives, staffs and workers at all levels, investors, bankers, and other business associates for their continued support and encouragement during the year. We also thank the Government of India and Government of Tamil Nadu, Ministry of Corporate Affairs, Central Board of Indirect Taxes and Customs, Income Tax Department, and all other regulatory authorities and agencies for their assistance and co-operation during the year and look forward to their continued support in the future.
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