Annual Report 2025-26 of Tulsyan NEC Limited

TULSYAN NEC LIMITED TULSYAN NEC LIMITED CORPORATE INFORMATION BOARD OF DIRECTORS Synthetics Division Executive Chairman 7-A, Doddaballapura Industrial Area, Lalit Kumar Tulsyan Kasba Hobli, Karnataka Managing Director STATUTORY AUDITORS Sanjay Tulsyan M/s. CNGSN & Associates LLP Whole Time Director Chartered Accountants, Sanjay Agarwalla No. 43, Old No. 22, Swathi Count, Non-Executive Independent Directors Flat No. C & D Vijayaraghava Road, Manogyanathan Parthasarathy T.Nagar, Chennai - 600 017 Somasundaram Ponsing Mohan Ram COST AUDITORS Ravi Muthusamy J Sumathi M/s. Murthy & Co. LLP Cost and Management Accountants BOARD COMMITTEES 8, 1st Floor, 4th Main, Behind Rameshwara Temple, Audit Committee Chamarajpet, Bangalore- 560018 Manogyanathan Parthasarathy, Chairman SECRETARIAL AUDITORS J Sumathi, Member Somasundaram Ponsing Mohan Ram, Member M/s. M Damodaran & Associates LLP Sanjay Agarwalla, Member Practicing Company Secretaries, Ravi Muthusamy, Member MDA Towers, New.No.6, Old No.12, Nomination and Remuneration Committee Appavoo Gramani 1st Street, Manogyanathan Parthasarathy, Chairman Mandaveli, Chennai - 600 028 J Sumathi, Member INTERNAL AUDITORS Somasundaram Ponsing Mohan Ram, Member Ravi Muthusamy, Member M/s. SLSM & Co. Chartered Accountants, Stakeholders’ Relationship Committee Flat No. 4, 1st Floor, Swathi BRB Apartments, Manogyanathan Parthasarathy, Chairman New No.19, Old No.10, Bazullah Road, J Sumathi, Member Sanjay Agarwalla, Member T. Nagar, Chennai - 600017 Corporate Social Responsibility Committee REGISTRAR & SHARE TRANSFER AGENT Sanjay Agarwalla, Chairman Cameo Corporate Services Ltd. J Sumathi, Member “Subramanian Building”, Manogyanathan Parthasarathy, Member No.1 Club House Road, Chennai - 600002 Tel.: 044-28460390, Fax: 044-2846 0129 CHIEF FINANCIAL OFFICER Email: investor@cameoindia.com Shanthakumar R P COMPANY SECRETARY AND COMPLIANCE OFFICER Contents Parvati Soni Notice to the Shareholders 02 REGISTERED OFFICE Board’s Report and its Annexures 14 Tulsyan NEC Limited Management Discussion and Analysis Report 37 Apex Plaza, 1st Floor, New No. 77, Old No. 3, Nungambakkam High Road, Report on Corporate Governance 51 Chennai - 600 034 Compliance Certificate 73 Tel.: 044-6199 1060, Fax : 044-6199 1066 E-mail: investor@tulsyannec.in Independent Auditors’ Report - Standalone 74 Website: www.tulsyannec.in Statement on Impact of Audit Qualifications - Standalone 85 Steel Division Financials together with notes- Standalone 87 D-4, SIPCOT Industrial Complex, Gummudipoondi-601 201, Tamil Nadu Independent Auditors’ Report - Consolidated 139 Power Plant Statement on Impact of Audit Qualifications - Consolidated 146 17, Sithurnatham Village, Gummidipoondi-601 201, Tamil Nadu Financials together with notes - Consolidated 148 Annual Report 2025-26 TULSYAN NEC LIMITED Dear Members, Invitation to attend the 79th Annual General Meeting on Saturday, September 19, 2026 You are cordially invited to attend the 79th Annual General Meeting (“AGM”) of the Members of Tulsyan NEC Limited to be held on Saturday, September 19, 2026 at 11:30 A.M. (IST) through Video Conferencing / Other Audio Visual Means. The Notice of the Meeting, containing the business to be transacted, is enclosed herewith. As per Section 108 of the Companies Act, 2013 read with the related rules and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide its Members the facility to cast their vote by electronic means on all resolutions as set forth in the 79th AGM Notice. Yours truly, For Tulsyan NEC Limited Sd/- Lalit Kumar Tulsyan Executive Chairman DIN: 00632823 Enclosures: 1. Notice of the 79th Annual General Meeting 2. Instructions for participation through VC 3. Instructions for e-voting Annual Report 2025-26 1 TULSYAN NEC LIMITED NOTICE OF THE 79TH ANNUAL GENERAL MEETING NOTICE is hereby given that the Seventy Nineth (79th) Annual of M/s. SRBR and Associates LLP, Chartered Accountants (Firm General Meeting (“AGM”) of the Members of Tulsyan NEC Limited Registration No. 004997S/S200051) as the Statutory Auditors of (“the Company”) will be held on Saturday, September 19, 2026, at the Company, in place of the retiring Auditors, M/s. CNGSN & 11.30 a.m. (IST) through Video Conferencing (“VC”) / Other Audio- Associates LLP, Chartered Accountants (Firm Registration No. Visual Means (“OAVM”) to transact the following businesses: 004925S/ S200036), to hold the office for a first term of 5 (five) consecutive years commencing from the conclusion of the 79th ORDINARY BUSINESS: Annual General Meeting (‘AGM’) of the Company till the conclusion Item No. 1: To receive, consider and adopt the Audited of the 84th AGM of the Company to be held in the year 2031, to Standalone and Consolidated Financial Statements of the conduct audit of accounts of the Company, at such remuneration as Company for the fi nancial year ended March 31, 2026, together mentioned in the explanatory statement annexed herewith, payable with the Reports of the Board of Directors and the Auditors in one or more tranches, plus applicable taxes, and reimbursement thereon. of out-of-pocket expenses as may be incurred in connection with the performance of duties, with the power of the Audit Committee To consider and, if thought fit, to pass, with or without modification(s), / Board to alter and vary the terms and conditions of appointment, the following resolution as an Ordinary Resolution: including remuneration during the tenure of the Auditors, in such “RESOLVED THAT the audited standalone and consolidated manner and to such extent as may be mutually agreed with the financial statements of the Company for the financial year ended Statutory Auditors; March 31, 2026 together with the reports of the Board of Directors RESOLVED FURTHER THAT the Board of Directors of the and the Auditors thereon, as circulated to the Members of the Company be and are hereby authorised, for and on behalf of the Company, be and are hereby considered and adopted.” Company, to do all such acts, deeds, matters and things and take Item No. 2: To appoint Mr. Lalit Kumar Tulsyan (DIN: 00632823) all such steps as may be necessary, proper or expedient to give as a Director, liable to retire by rotation, and being eligible, effect to this resolution.” offers himself for re-appointment. SPECIAL BUSINESS: To consider and, if thought fit, to pass, with or without modification(s), Item No. 4: To ratify the remuneration of M/s. Murthy & Co. the following resolution as an Ordinary Resolution: LLP, Cost Auditors of the Company, for the Financial Year “RESOLVED THAT pursuant to the provisions of Section 152 of the 2026-2027. Companies Act, 2013, Mr. Lalit Kumar Tulsyan (DIN: 00632823), To consider and, if thought fit, to pass, with or without modification(s), who retires by rotation at this meeting and being eligible has the following resolution as an Ordinary Resolution: offered himself for re-appointment, be and is hereby appointed as a Director of the Company, liable to retire by rotation.” “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read Item No. 3: To approve the appointment of M/s. SRBR and with the Companies (Audit and Auditors) Rules, 2014 (including Associates LLP, Chartered Accountants (Firm Registration No. any statutory modification(s) or amendment(s) thereto or re- 004997S/S200051), as the Statutory Auditors of the Company. enactment(s) thereof, for the time being in force), the remuneration To consider and, if thought fit, to pass, with or without amounting to Rs.70,000/- (Rupees Seventy Thousand only) (plus modification(s), the following resolution as an Ordinary Resolution: applicable taxes and reimbursement of out-of-pocket expenses), as approved by the Board of Directors, payable to M/s. Murthy & Co. “RESOLVED THAT pursuant to the provisions of Sections 139, 141, LLP, Cost and Management Account [Showing first 8,000 characters — download PDF for full document]