To the Members of NEPC INDIA LIMITED

Your Directors have pleasure in presenting the Twenty Fifth Annual Report and AuditedAccounts of your Company for the year ended 31^st March 2014.

FINANCIAL HIGHLIGHTS

The Financial Results and the performance of the Company during the year under revieware as follows:

(Rs. in lakhs)

DIVIDEND

The Directors do not recommend dividend for the year ended 31^st March 2014.

BUSINESS REVIEW

Consequent to the process of transferring its Wind Energy division to M/s. SouthernWind Farms Limited as per the Slump Sale Agreemenr dated 16-01-2006 the Company ispresently engaged in the business of Solar Modules and related items.

DIRECTORATE

Mr. Tirupathi KumarDirector (DIN: 00126699) retires by rotation at the forthcomingAnnual General Meeting and being eligible offers himself for re-appointment to the Board.

AUDITORS

As M.Dinesh Kumar & Co. Chartered Accountant Conveyed his inability to continueas a Auditor of the Company. Mr.A.Nageswaran Chartered Accountant Coimbatore has givenhis consent to act as Statutory Auditor of the company if appointed and also certificateunder section -139 of the companies act 2013 has been received. Therefore the Board hasrecommended the appointment of Mr.A.Nageswaran Chartered Accountant CoimbatoreStatutory Audior of the company.

REMARKS ON AUDITOR S QUALIFICATIONS

With regard to para 3 (vi)(a) of Auditor s report and point II-3 in Note - 10 theCompany has already obtained confirmations from certain sundry creditors and sundrydebtors. The process of confirmation and reconciliations in respect of other items such assundry debtorsloans/advances certain bank balances deposits and current liabilities ison. However it may be noted that after due reconciliation is over the assets andliabilities of your Company are not expected to result in any material change consideringcertain settlements already made.

With regard to para 3 (vi)(b) and point II-08 in Note - 10 regarding AS 28 - impairmentof Assets the Company is in the process of ascertaining the losses on account ofimpairment of asset if any relating to the Airline division and it is also consideringthe possibility of realizing some claim arising out of these assets. Pending thisascertainment the loss has not been recognized in the current year.

With regard to para 3 (vi)(c) of Auditor s report and point II-10 in Note - 10regarding non-provision of retirement benefits since the number of employees becomingeligible is low the quantum of provision required is expected to be marginal and will notvitiate the financial statements.

With regard to para 3 (vi)(d) of Auditor s report and point II-12 in Note - 10regarding non provision of Deferred Tax assets as stipulated in AS 22 - Taxes on Incomethe same has not been considered as the Company opines that there will not be any suchinstance.

DIRECTORS RESPONSIBILITY

In compliance with Section 217 (2AA) of the Companies Act 1956 the Directors confirmthat :

- in the preparation of annual accounts the applicable Accounting Standards have beenfollowed along with proper explanation wherever necessary.

- the Accounting Policies selected and applied on a consistent basis give a true andfair view of the affairs of the Company and of the profit for the financial year;

- proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the aforesaid Act for safeguarding the assetsof the Company and for prevention and detection of fraud and other irregularities;

- the Annual Accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

No employee of the Company was paid remuneration in excess of limits prescribed undersection 217 (2A) of the Companies Act 1956 read with the relevant Rules as amended.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits as defined under section 58AA of theCompanies Act 1956 from the public during the year under review.

INDUSTRIAL RELATIONS

Your Company continues to maintain harmonious and cordial relations with its workers.

CORPORATE GOVERNANCE

A detailed report on this subject forms part of this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

There are no foreign exchange earnigns and outgo during the year.

ACKNOWLEDGEMENT

Your Directors would like to place on record their appreciation and gratitude to theCompany s members for their support and confidence. Your Company is grateful for theco-operation and continued support extended by the Central Government State GovernmentsBanks Government Bodies Departments etc. The Directors also express their appreciationfor the support and contribution by the employees at all levels.