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

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

Basis for Qualified Opinion

Balance confirmations and ECL Provisioning:

As stated in Note no. 7 to the standalone financial statements, the Company has not received balance confirmations for trade receivables
outstanding for more than 180 days as at 31st March 2025. These receivables constitute approximately 53% in value of the confirmations
sought. For receivables outstanding for less than 180 days, confirmations were received in a substantial number of cases.

The management has represented that it undertook a comprehensive process of seeking balance confirmations from all customers and
made multiple follow-up efforts. Despite these efforts, a significant portion of the older balances remain unconfirmed.

The Company has also informed us that it remains confident of recovery of these balances and is evaluating an assignment of certain
receivables as part of its recovery plan. Further, the Company has written off a small portion of the trade receivables during the year in
respect of trade receivables and, based on its assessment, has not recorded any significant ECL provision beyond this.

However, in the absence of direct confirmations and sufficient alternative audit evidence regarding the recoverability of these older balances,
we are unable to determine whether any further adjustments are necessary to the carrying value of these receivables by way of additional
provisioning, write-offs, or write-backs.

Accordingly, our audit opinion on the financial statements for the year ended 31st March 2025 is qualified to the extent of the possible effects
of adjustments, if any, that may be required on account of the forementioned matter.

Emphasis of Matter:

The Company has serviced the interest and principal payable on the Non-Convertible Debentures on time in all months except from
December 2024. There has been an agreed Moratorium from Dec 2024 to Mar 2024. (Reference is drawn to Note 3 of Standalone
Financial Statements)

According to the information and explanation given to us, during the year one Windmill was sold and from June 2024 to February 2025,
Power plant was under shutdown. (Reference is drawn to Note 6 of Standalone Financial Statements)

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

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

Key Audit Matters.

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

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

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

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

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

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

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

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

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

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

Auditor’s Responsibilities for the Audit of the financial statements

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

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

throughout the audit. We also:

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

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

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

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

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

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

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

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

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

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

Report on other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Sd/-

E.K.Srivatsan

Partner

Membership No: 225064
UDIN:25225064BMJMQQ8467

Place: Chennai
Date: 30th May, 2025