The Directors have pleasure in presenting the 7^th Annual Report on the business and operations along with audited
standalone and consolidated financial statement of accounts of the Company for the financial year ended on 31st
March, 2025.

FINANCIAL RESULTS

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

The subsidiary company was acquired in August 2024; therefore, consolidated financial statements for the year ended
March 31, 2024, are not applicable/not prepared.

FINANCIAL PERFORMANCE

• Revenue from operations for the year ended
31st March, 2025, was Rs. 17,859.45 lakhs,
compared to Rs. 10,460.07 lakhs in the previous
financial year, reflecting an increase of 70.73%

• PAT for the year ended 31st March, 2025, was
Rs. 1,185.78 lakhs, compared to Rs. 1,181.17
lakhs in the previous financial year, indicating
an increase of 1%.

INDUSTRY UPDATE

In FY 2024-25, India's electric vehicle (EV)
industry registered sales of around 1.96 million
units, marking an approximate 17% year-on-
year growth. Electric two-wheelers contributed
close to 60% of total EV sales, followed by
electric three-wheelers at about 35% and
passenger vehicles at roughly 5-6%. EVs
represented around 7.8% of overall automobile
sales, supported by continued government

incentives under national subsidy programs,
production-linked benefits, and policy measures
encouraging local manufacturing. Uttar Pradesh led
in registrations, driven by strong adoption of
electric public and shared mobility solutions, while
certain southern states advanced as hubs for EV
charging equipment production. Public charging
infrastructure expanded but remained limited, with
an EV-to-charger ratio of approximately 400:1,
indicating significant scope for improvement. The
premium EV segment saw demand rise by about
two-thirds compared to the previous year, although
adoption in the broader market remained gradual,
with many buyers still viewing EVs as secondary
vehicles. Overall, the sector sustained steady
growth, underpinned by supportive policies,
improving infrastructure, and a diversifying
product range, positioning it for continued
expansion in the coming years.

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

During the year under review, the Company was
successfully listed on the NSE Emerge Platform on
23rd July 2024.

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 26^th May, 2025,
recommended a final dividend of Rs. 0.10 per
Equity Share of Face Value of 2/- (Rupees Two
Only) for the Financial Year ended on 31st March,
2025, subject to the approval of the shareholders at
the ensuing Annual General Meeting of the
Company.

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, 2025 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 Rs. 15,00,00,000/- (7,50,00,000 Equity Shares
of Rs.2/- each). The Issued and Paid-up Capital
of the Company is Rs. 11,06,02,160/-
(5,53,01,080 Equity Shares of Rs.2/- each).

• During the year under review, the Board of
Directors, in its meeting held on 24th February
2025, approved a preferential issue of 23,91,304
equity shares of face value f2 each at an issue
price of f46 per share (including a premium of
f44 per share), aggregating to f10,99,99,984, to
promoter group entities. This preferential issue
was made by way of conversion of a portion of
the outstanding unsecured loan of ^16,00,00,000
as on 30th September 2024, of which f11,00,00,000
remained outstanding as on the last date of the
loan agreement, i.e., 31st January 2025.

DETAILS OF SUBSIDIARY / JOINT
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 Sub-section (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/investor relation/

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

Following the provisions of Section 188(1) of the
Companies Act, 2013, all Related Party contracts /
arrangements / transactions entered by the
Company during the financial year had been in the
ordinary course of business and on arm's length
basis, with Audit Committee having a domain role.

The Board of Directors brought into picture,
wherever necessary and/ or obligatory.
Therefore, the provision of Section 188 of the
Companies Act, 2013 were not attracted. There
are no materially significant Related Party

Transaction during the year under review that
would have required shareholders' approval under
the Listing Regulations made by the Company with
Promoters, Directors or other designated person
which may have a potential conflict with the
interest of the Company at large.

During the year, the Company has not entered into
any contract / arrangement / transaction with
related parties, which could be considered material
in accordance with the policy of the Company on
materiality of related party transactions.

Related party transactions were disclosed to the
Board on regular basis. Details of related party
transactions may be referred to in Note 29 of the
Standalone Financial Statements ans also AOC-2
as Annexure II is attached for arm's length
transactions.

The Company has adopted policy on Related Party
Transactions and can be accessed on the Company's
website at

https://www.tunwal.com/investor relation/

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 is no amount
which is required to be transferred to the investors'
education & protection fund as per the provisions of
section 125 (2) of the Companies Act, 2013.

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 2024-2025 & 2025-2026 to the said
Stock Exchanges.

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 rooted in strong values, with the
objective of enhancing an organization's brand and
reputation. It entails making ethical business
decisions, operating with integrity, fairness, and
transparency, ensuring proper disclosures,
complying with applicable laws, and maintaining
accountability and responsibility towards all
stakeholders. It is also about conducting business in
a manner that upholds trust and long-term
relationships.

At Tunwal, we ensure that the Company's affairs
are managed in a fair, transparent, and value-driven
manner, recognizing that this is essential to gaining
and retaining stakeholder confidence. As the
Company is listed on the SME platform, quarterly
Corporate Governance Report filings are exempt;
however, we remain committed to timely and
accurate filings with NSE and confirm that there
have been no instances of non-compliance or
penalties imposed by NSE or SEBI. Furthermore, the
Company continues to follow robust internal
governance practices that reflect our dedication to
ethical and transparent operations.

DIRECTORS & KEY MANAGERIAL
PERSONNEL

The Company's policy is to maintain an optimum
combination of Executive and Non-Executive
Directors on the Board. None of the director and
KMP of the Company is disqualified under the
provisions of the Act or the Listing Regulations. The
composition of the Board and Key Managerial
Personnel is as follows:

*During the year under review, Mrs. Bhavana
Sangoli tendered her resignation, with her last
working day being 30th December 2024. In the
Board meeting held on the same date, Ms. Niharika
Choudhary was appointed as the Company
Secretary & Compliance Officer, with effect from 1st
January 2025.

**Further, in the Board meeting held on 24th
February 2025, Mr. Priyant Mane was appointed as
the Chief Executive Officer of the Company,
effective 1st March 2025. Subsequently, Mr. Mane
resigned from the said position on 14^th May 2025,
and the Stock Exchange as well as the Registrar of
Companies (ROC) were duly notified of the same.

All the Non-Executive Independent Directors are
qualified to be appointed as such under the relevant
provisions of the Companies Act, 2013 read with
the rules made thereunder and SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 (" the Listing Regulations") and
shall not be subject to determination for retirement
of Directors by rotation. In terms of Section 149, 159,
152, 160 and other applicable provisions, if any of
the Companies Act, 2013, the Independent Directors
been appointed for 5 years, are not liable to retire by
rotation. In the opinion of the Board all
Independent Directors possess strong sense of
integrity and having requisite experience,
qualification and expertise. For further details,
please refer Corporate Governance Report.

DECLARATION BY INDEPENDENT
DIRECTORS

The Company has received necessary declarations
from each Independent Director as per the
provisions of Section 149(7) of the Companies Act,
2013, that they meet the criteria of Independence as
laid down in Section 149(6) of the Companies Act,
2013 and Regulation 16 (1) (b) of the SEBI (LODR)
Listing Regulations, 2015). There has been no
change in the circumstances offering their states as
independent directors of the company so as to
qualify themselves to the companies act 2013 and

MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the
Companies Act, 2013 and Regulation 25 (3) of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate meeting of the
Independent Directors was held on 24^th February,
2025. The Independent Directors at the meeting,
inter alia, reviewed the following:

• Performance of Non-Independent Directors and
Board as a whole.

• Performance of the Chairman of the Company,
taking into account the views of Executive Directors
and NonExecutive Director.

• Assessed the quality, quantity and timeliness of flow
of information between the Company Management
and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

All the Independent Directors of the Company have
registered themselves with the Indian Institute of
Corporate Affairs ('IICA') towards the inclusion of
their names in the data bank and they meet the
requirements of proficiency self-assessment test. The
Company has received declarations of independence
in accordance with the provisions of the Act as well
as the LODR Regulations from all the Independent
Directors.

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, Eight Board
Meetings were convened and the gap between the
meetings was as per the period prescribed under
the Companies Act, 2013.

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 2025, 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 2024-2025

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.

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.

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)

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:

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 Polices are available on the Company's website
on the link

https: / /www.tunwal.com/investor relation docu
ments/ 27

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 relation/

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 2024-2025, 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 relation docu
ments/27

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 2024-25,
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.

SECRETARIAL AUDITORS & REPORTS

The Board of Directors, pursuant to the provisions of
Section 204 of the Companies Act, 2013, appointed
M/s Pawan B Randad & CO, Practicing Company
Secretaries as the Secretarial Auditor of the
Company, to carry out the Secretarial Audit for the
Financial Year 2024-25.

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.

Noting by Secretarial Auditors

The Auditors noted delayed filing of ROC form
CHG 1 of Secured loan on vehicle of amount of Rs.
33,00,000.

Management Response:

The Company hereby submits that the filing of
this Form was inadvertently missed. The
Company is now in the process of regularizing
the matter by filing an application for
condonation of delay with the Regional
Director

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 2024-2025. 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- VI.

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 relation/

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 year 2024-2025, your Company
expended a balance amount of ?16,00,000/- (Rupees
Sixteen Lakhs 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, 2025, in respect of the Company's
operations in the manufacturing of Electric Two-
Wheelers, are mentioned in 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

Your 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
year 2024-2025. 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, 2025, 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,
2025 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 FY 2024- 2025.

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 - IV.

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.

For and on Behalf of Board of Directors
Tunwal E-Motors Limited

Sd/- _Sd/-

Jhumarmal Pannaram . Sd/- Sd/-

^ , Amit Kumar Mali

Tunwal Riya Lunkad Nihanka Choudhary

Whole Time Director

Managing Director ___________ Chief Financial Officer Company Secretary

DIN: 07683275

DIN: 07486090

Date: 14^th August 2025
Place: Pune