Shree Tirupati Balajee Agro Trading Co. Ltd Directors Report

To,

The Member s

SHREE TIRUPATI BALAJEE AGRO TRADING COMPANY LIMITED

Your Directors take pleasure in presenting the 25 th (Twenty-Fifth) Annual Report, along with the Standalone and Consolidated Audited Financial Statements for the year ended 31 st March, 2026. The Company continues to operate as a listed entity following its Initial Public Offering in FY 2024-25. Since its listing, the Company has strengthened its governance framework, enhanced transparency, and remained focused on delivering sustainable value to its shareholders. During the year under review, the Company continued to build on the trust and confidence reposed by its investors and stakeholders, while further consolidating its position in the market. The Directors also express their sincere gratitude to all shareholders, employees, and stakeholders for their continued support and confidence in the Companys long-term growth story.

PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-VOTING AT THE AGM:

In continuation of Ministrys General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, General Circular Nos. 20/2020 dated May 5, 2020, 02/2022 dated May 5, 2022, 10/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and subsequent circulars issued in this regard, the latest being 03/2025 dated September 22, 2025 in relation to Clarification on holding of Annual General Meeting (AGM) through Video Conferencing (VC) or Other Audio Visual Means (OAVM), (collectively referred to as MCA Circulars) and circulars dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023, October 7, 2023 and October 3, 2024 issued by Securities and Exchange Board of India (SEBI) read together with other circulars issued by SEBI in this regard (collectively to be referred to as SEBI Circulars), it has been decided to allow companies whose AGMs were due to be held in the year 2026, to conduct their AGMs on or before 30 th September, 2026, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 dated 05.05.2020. Therefore, Annual General Meeting (AGM) will be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM) and Members are requested to attend and participate in the ensuing AGM through VC/OAVM only. The deemed venue for the AGM will be the Registered Office of the Company i.e. Plot no-192, Sector-1, Pithampur, Dhar, Madhya Pradesh, India, 454775. Your Company is providing E-voting facility including remote e-voting and e-voting at AGM under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The details regarding E-Voting facility including remote e-voting and e-voting at AGM is being given with the notice of the Meeting.

STATE OF THE COMPANY S AFFAIRS & REVIEW OF OPERATIONS:

The Company is engaged in the manufacturing and sale of Flexible Intermediate Bulk Containers (FIBCs) and other industrial

packaging products, including woven sacks, woven fabrics, narrow fabrics, and tapes, catering to both domestic and international markets. The Company provides customised bulk packaging solutions to a wide range of industries such as chemicals, agrochemicals, food, mining, waste disposal, agriculture, lubricants, and edible oils. These products facilitate efficient handling and transportation of goods while optimising logistics and reducing labour requirements during loading and unloading operations. During the year under review, the Company expanded the scope of its objects by amending its Memorandum of Association and Articles of Association to enable diversification into the generation of power for captive consumption through conventional and non-conventional energy sources. This strategic initiative provides the Company with flexibility to explore future opportunities while maintaining its focus on its core industrial packaging business.

SUMMARISED PROFIT AND LOSS ACCOUNT:

The financial performance of the Company for the financial year ended 31 st March, 2026 is summarized below:

( In Lakhs)

Particulars	Standalone		Consolidated
	Year ended on		Year ended on
	31.03.2026	31.03.2025	31.03.2026	31.03.2025
Revenue from Operations (Net)	35,865.38	36,012.86	57,373.15	58,384.32
Other Income	519.79	357.79	768.53	1,131.17
Total Income	36,385.17	36,370.65	58,141.68	59,515.50
Total Expenses	35,180.42	34,166.52	56,418.66	55,025.64
Profit Before tax	1,204.75	2,204.12	1,723.02	4,489.86
Less:-Current tax	316.84	600.37	444.36	1,053.13
Deferred Tax	3.68	120.92	21.37	170.79
(MATCredit Entitlement)	-	-	26.18	56.68
Profit After Tax(PAT)	884.23	1,482.83	1,231.11	3,209.26
Other Comprehensive	25.03	12.68	58.38	43.95
Income
Total comprehensive income for the year	909.25	1,495.51	1,289.49	3,253.22
Earnings per share (Basic & Diluted)	1.08	1.98	1.35	3.38

COMPANY S PERFORMANCE:

Standalone Performance

The total revenue from operations for the financial year 2025-26 was reported at 35,865.38 Lakhs as against 36,012.86 Lakhs in the previous year. The Profit before Tax for the year stood at 1,204.75 Lakhs, while the Profit after Tax was 884.23 Lakhs. In comparison, the Profit before Tax for the financial year 2024-25 was 2,204.12 Lakhs, and the Profit after Tax was 1,482.83 Lakhs. The Earnings per Share (EPS) stood at 1.08 for FY 2025-26 and 1.98 for FY 2024-25.

Consolidated Performance

The total revenue from operations for the financial year 2025-26 was reported at 57,373.15 Lakhs, as against 58,384.32 Lakhs in the previous year. The Profit before Tax for the year stood at 1,723.02 Lakhs, while the Profit after Tax was 1,231.11 Lakhs. In comparison, the Profit before Tax for the financial year 2024-25 was 4,489.86 Lakhs, and the Profit after Tax was 3,209.26 Lakhs. The Earnings per Share (EPS) stood at 1.35 for FY 2025-26 and 3.38 for FY 2024-25.

FUTURE PROSPECTS:

The Company remains optimistic about the long-term growth potential of the Flexible Intermediate Bulk Containers (FIBCs) industry, driven by the continued global shift towards efficient, sustainable, and cost-effective industrial packaging solutions. FIBCs continue to gain wider acceptance across sectors such as chemicals, food, pharmaceuticals, agriculture, and construction due to their durability, versatility, and operational efficiency.

In the evolving market environment, the Company continues to focus on strengthening its product portfolio and enhancing manufacturing capabilities to meet diverse customer requirements across domestic and international markets. Continuous efforts are being made to further improve operational efficiencies, product innovation, and value-added solutions to remain competitive in a dynamic pricing environment. The Companys continued emphasis on customer engagement, quality improvement, and customised solutions is expected to support long-term business resilience. Participation in trade channels and focus on expanding market presence in emerging geographies further reinforces its growth strategy.

On the domestic front, demand from sectors such as agriculture, minerals, petrochemicals, and industrial packaging is expected to provide steady opportunities. Globally, increasing adoption of FIBCs in developing and regulated markets, including Latin and Central America, Eastern Europe, Africa, and select Asia-Pacific regions, is likely to support sustained demand over the medium to long term. While short-term industry conditions may remain competitive and margin-sensitive, the Company is confident that its established market position, experience, and strategic initiatives will enable it to navigate challenges and capitalise on future growth opportunities.

DETAILS OF HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE & PREPARATION OF CONSOLIDATED ACCOUNTS:

The Company has three subsidiary viz. Shree Tirupati Balajee FIBC Limited (STBFL), Jagannath Plastics Private Limited (JPPL) and Honourable Packaging Private Limited (HPPL).

associate or joint venture during the year.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and Audited Financial Statements of each of its subsidiaries together with the related information, are available on the website of our Company.

In accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder read with Indian Accounting Standards specified under the Companies (Indian Accounting Standards) Rules, 2015, the consolidated financial statements of the Company as at and for the year ended 31 st March, 2026 forms part of the Annual Report.

A statement containing the salient features of the financial statements of subsidiary company as prescribed under the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is attached with financial statements in Form AOC-1 as Annexure-A. The particulars of performance of financial position of the aforesaid subsidiary are provided as part of the consolidated financial statements.

DIVIDEND:

In order to conserve resources, your directors do not recommend any dividend for the Financial Year 2025-26 and proposes to retain the profits for future requirements of the Company.

TRANSFER TO RESERVES:

No amount has been transferred to the general reserves for the financial year ended 31 st March, 2026.

CREDIT RATING:

We would like to inform the Members that Infomerics Valuation and Rating Limited (formerly known as Infomerics Valuation and Rating Private Limited) has assigned a credit rating to the Companys bank loan facilities aggregating to 104.00 crore. The long-term bank facilities of 104.00 crore have been assigned a rating of IVR BBB+/Stable, reflecting the rating agencys assessment of the Companys credit profile and financial position.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of the knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements in terms of Section 134(3)(C) of the Companies Act, 2013:

a. That in the preparation of the annual accounts for the year ended 31 st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That in such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently. Judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of

the state of affairs of the Company as at 31 st March, 2026;

c. That 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. That they have prepared the Annual Accounts on a going concern basis;

e. That they have laid down internal financial controls for the company and such internal financial controls were adequate and were operating effectively;

f. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

SHARE CAPITAL:

During the year under review, there was no change in the Authorised or Paid-up Share Capital of the Company.

The Authorised Share Capital of the Company as on 31 st March, 2026 stood at 84,00,00,000/- (Rupees Eighty-Four Crore Only) divided into 8,40,00,000 (Eight Crore Forty Lakh) Equity Shares of 10/- each (Rupees Ten Only).

The Paid-up Equity Share Capital of the Company as on 31 st March, 2026 stood at 81,57,08,520/- (Rupees Eighty-One Crore Fifty- Seven Lakh Eight Thousand Five Hundred and Twenty Only) divided into 8,15,70,852 (Eight Crore Fifteen Lakh Seventy Thousand Eight Hundred and Fifty-Two) Equity Shares of 10/- (Rupees Ten Only).

During the year under review, the Company has not bought back any of its securities or issued any Sweat Equity Shares or issued any differential voting rights shares or provided any Stock Option Scheme to the employees.

within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31 st March, 2026. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

CSR INITIATIVES:

The Companys Corporate Social Responsibility (CSR) objective is to actively contribute to societys well-being and support the nations development through its various initiatives.

In terms of Section 135 and read with Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 the Board of Directors of your Company has constituted a CSR Committee and implemented a CSR Policy in compliance with the relevant provisions. CSR Committee of the Board has formed a CSR Policy and the same has been uploaded on the Companys Website: https://www.tirupatibalajee.net/media/ 1140/corporate-social-responsibility.pdf

The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in Annexure-B which is annexed hereto and forms part of the Boards Report.

DETAILS OF DIRECTORS, THEIR MEETINGS & KEY MANAGERIAL PERSONNEL (KMPs):

1) Composition of Board of Directors as on 31.03.2026

The Board of directors was comprising of total 6 (Six) Directors, which includes 3 (Three) Independent Directors as on 31.03.2026. The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company, which plays significant roles for the business policy and decision making process and provide guidance to the executive management to discharge their functions effectively.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the financial year, the Company undertook amendments to its Memorandum of Association and Articles of Association to expand the scope of its objects by including activities relating to the generation of electricity/power from conventional and nonconventional energy sources for captive consumption. The said amendment has been made to provide the Company with the flexibility to undertake such activities as and when required.

Except for the aforesaid amendment, there has been no change in the nature of business of the Company during the financial year under review, and the Company continues to remain engaged in its existing business activities.

DEPOSITS:

Your Company has not accepted deposit from the public falling

*Mr. Praveen Raj Jain has been appointed as the Chief Financial Officer of the Company with effect from 30 th May, 2025, consequent to the resignation of Ms. Nimisha Agrawal from the position of Chief Financial Officer with effect from 08 th May, 2025.

2) Board Independence

Our definition of Independence of Directors is derived from Section 149(6) of the Companies Act, 2013. The Company is having following Independent Directors as on 31.03.2026;

1. Mr. Amit Bajaj (DIN: 10122918)

2. Mr. Palash Jain (DIN: 08058555)

3. Mrs. Ruchi Joshi Meratia (DIN: 07406575)

As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term of 5 (five) consecutive years, who shall be eligible for re-appointment by passing of a special resolution by the Company and shall not be liable to retire by rotation.

3) Declaration by the Independent Directors

The Independent Directors have given declaration of Independence in the first board meeting stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013. Further that the Board is of the opinion that all the Independent Directors fulfill the criteria as laid down under the Companies Act, 2013 during the year 2025-26 as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act. Further as per the provisions of Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 as amended from time to time; the directors are not aware of any circumstance or situation, which exits or may be reasonable anticipated that could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence and that he/she is independent of the management. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

During the year under review, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committees of the Company.

4) Regularization of Directors at the Annual General Meeting held during the financial year 2025-26

Regularization of appointment of Mr. Srikanta Barik (DIN: 10896987) as a Non-Executive Non Independent Director of the Company who shall be liable to retire by rotation.

5) Directors seeking appointment / re-appointment at the

ensuing Annual General Meeting

In the ensuing AGM, the Board of Directors is proposing the following appointment / re-appointment as set out in the notice of AGM:

Mrs. Anubha Mishra (DIN: 10394874) Executive Director of the company, is liable to retire by rotation at the ensuing annual general meeting and being eligible offers herself for re-appointment.

6) Number of Meetings of the Board

The Board meets at regular intervals to discuss and decide on Companys business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Board meeting is circulated to all the Directors as per the provisions of Companies Act, 2013 and rules made thereunder. The Agenda for the Board meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board meets 07 (Seven) times during the Financial Year 2025-26.

S. No.	Date of Meeting
1.	30.05.2025
2.	26.06.2025
3.	14.08.2025
4.	28.08.2025
5.	29.10.2025
6.	10.11.2025
7.	13.02.2026

The time gap between the two meetings was within the maximum permissible/extended time gap as stipulated under Section 173(1) of the Companies Act, 2013.

7) Separate Meeting of Independent Directors

As stipulated by the Code of Conduct for Independent Directors under the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 13 th February, 2026 to review the performance of Non-Independent Directors and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

8) Annual evaluation by the Board

The evaluation framework for assessing the performance of directors comprises of the following key areas:

i) Attendance of Board Meetings and Board Committee Meetings.

ii) Quality of contribution to Board deliberations.

iii) Strategic perspectives or inputs regarding future growth of company and its performance.

iv) Providing perspectives and feedback going beyond the information provided by the management.

v) Commitment to shareholder and other stakeholder interests.

The evaluation involves self-evaluation by the Board Member and subsequently assessment by the Board of directors. A member of the Board will not participate in the discussion of his/her evaluation.

MEETINGS OF THE MEMBERS:

Annual General Meeting: -

The Annual General Meeting of the Company for the financial year

2024-25 was held on Friday, 26 th day of September, 2025 at 12:30 P.M. (IST) through Video Conferencing (VC) or Other Audio Visual Means (OAVM) and the deemed venue for the AGM was the Registered Office of the Company i.e. Plot no-192, Sector-1, Pithampur, Dhar, Madhya Pradesh, India, 454775.

COMMITTEES OF THE BOARD:

Your Company has duly constituted the Committees required under the Act read with applicable Rules made thereunder. The Company has constituted Four Committees as follows:

1) Audit Committee

The Company has constituted Audit Committee as per section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. The Audit Committee comprises of the following Members as on 31 st March, 2026.

Name of Director	Nature of Directorship	Designation in the Committee
Amit Bajaj	Non-Executive & Independent Director	Chairman
Palash Jain	Non-Executive & Independent Director	Member
Ruchi Joshi Meratia	Non-Executive & Independent Director	Member

All the recommendations made by the Audit Committee were accepted by the Board of Directors. The Audit Committee met 5 times during the financial year ended 31 st March, 2026.

2) Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee in accordance with the section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; The Nomination and Remuneration Committee comprises of the following Members as on 31 st March, 2026.

Name of Director	Nature of Directorship	Designation in the Committee
Amit Bajaj	Non-Executive & Independent Director	Chairman
Palash Jain	Non-Executive & Independent Director	Member
Ruchi Joshi Meratia	Non-Executive & Independent Director	Member

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors. The Nomination and Remuneration Committee met 2 times during the financial year ended 31 st March, 2026.

3) Stakeholders Relationship Committee

The Company has constituted a Stakeholders Relationship Committee in accordance with the section 178 (5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to redress complaints of the shareholders. The Stakeholders Relationship Committee comprises the following Members as on 31 st March, 2026:

Name of Director	Nature of Directorship	Designation in the Committee
Amit Bajaj	Non-Executive & Independent Director	Chairman
Palash Jain	Non-Executive & Independent Director	Member
Ruchi Joshi Meratia	Non-Executive & Independent Director	Member

All the recommendations made by the Stakeholders Relationship Committee were accepted by the Board of Directors. The Stakeholders Relationship Committee met 1 time during the financial year ended 31 st March, 2026.

4) Corporate Social Responsibility (CSR) Committee

The Company has constituted a CSR Committee in accordance with the provisions of section 135 of Companies Act, 2013. The CSR Committee as on 31 st March, 2026 comprises the following Members:

Name of Director	Nature of Directorship	Designation in the Committee
Binod Kumar Agarwal	Managing Director	Chairman
Anubha Mishra	Executive Director	Member
Amit Bajaj	Non-Executive & Independent Director	Member

All the recommendations made by the Corporate Social Responsibility (CSR) Committee were accepted by the Board of Directors. The Corporate Social Responsibility (CSR) Committee met 1 time during the financial year ended 31 st March, 2026.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Policy for prevention of Sexual Harassment at the workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. A Complaint Redressal Committee has been set up to redress the Complaint received regarding sexual harassment.

The detailed Sexual Harassment Policy at the workplace has been uploaded on Companys Website: https://www.tirupatibalajee.net /media/1148/sexual-harrasment-at-workplace.pdf

During the financial year 2025-26, the following are the details of complaints received and disposed of under the Act:

- Number of complaints of Sexual harassment received during the year: Nil

- Number of complaints disposed of during the year: Nil

- Number of complaints pending for more than 90 days: Nil

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

Personnel including the criteria for determining qualifications, positive attributes, independence of director and such other matters.

The detailed Nomination and Remuneration Policy has been uploaded on Companys Website: https://www.tirupatibalajee.net /media/1143/nomination-and-remuneration-policy.pdf

RISK MANAGEMENT:

The Company has established a comprehensive risk management framework that encompasses risk identification, assessment, monitoring, trend analysis, evaluation of risk exposure, assessment of potential impact, and implementation of appropriate mitigation measures. A structured process is undertaken to identify, evaluate, manage, and monitor both business and non-business risks on an ongoing basis.

The framework also provides enhanced oversight of domestic and international market developments, product-related risks, financial risks, internal controls, and other inherent risks associated with the Companys operations. The key risks identified through this process are systematically addressed through appropriate mitigation strategies and continuous monitoring. In addition, the Company has implemented robust policies and procedures to safeguard its assets, prevent and detect fraud and errors, ensure the accuracy and completeness of accounting records, and facilitate the timely preparation of reliable and accurate financial information.

The detailed Risk Management Policy has been uploaded on Companys Website:https://www.tirupatibalajee.net/media/1240 /risk-management-policy.pdf

OCCUPATIONAL HEALTH & SAFETY (OH&S):

This initiative involved active participation and engagement of personnel across all levels at the plant. In the area of contractor safety, the Company identified two key focus areas: Facility Management for contractors employees and Equipment, Tools & Material Management.

The Facility Management initiative was implemented to enhance the welfare of contract workers by providing essential amenities such as clean washrooms with bathing facilities, rest rooms, and access to safe drinking water. The Equipment, Tools & Material Management program was designed to ensure that all tools, equipment, and materials used by contractors complied with the Companys safety standards.

In addition, the contractor evaluation and screening process was further strengthened to ensure that only contractors aligned with the Companys safety values and commitment to achieving Zero Harm were engaged.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

As per the provisions of Section 178(3) of the Act, the Board has approved a Nomination and Remuneration Policy which lays down the criteria for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management

INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS:

The Companys internal control systems and processes relating to financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with the applicable Indian Accounting Standards (Ind AS), the provisions of the Companies Act, 2013 and the rules made thereunder, as well as other applicable statutory and regulatory requirements.

Pursuant to Section 134(5)(e) of the Companies Act, 2013, the Board of Directors is responsible for ensuring that the Company has established and maintained an adequate and effective system of Internal Financial Controls. These controls are designed to provide reasonable assurance regarding the effectiveness of financial reporting, operational efficiency, compliance with applicable laws and regulations, and the safeguarding of the Companys assets.

The Company has implemented a robust internal control framework comprising clearly defined policies and procedures, an appropriate delegation of authority, effective information technology systems aligned with business requirements, a risk- based internal audit mechanism, a comprehensive risk management framework, and a whistle-blower mechanism. The effectiveness of these controls is reviewed periodically to ensure their continued adequacy and alignment with the Companys evolving business and regulatory requirements.

VIGIL MECHANISM/WHISTLE BLOWER:

The Company believes in fair conduct of its affairs and sets high standards in good and ethical Corporate Governance practices. In order to inculcate accountability and transparency in its business conduct, the Company has been constantly reviewing its existing policies, systems and procedures.

The Company has established a robust vigil mechanism and adopted a Whistle Blower Policy, which was approved by the Board of Directors at its meeting held on November 22, 2023, pursuant to the requirements of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy has been subject to periodic reviews by the Board to ensure its continued effectiveness and alignment with applicable legal and regulatory requirements.

The Whistle Blower Policy, provides adequate protection to those who report unethical practices and irregularities. No person was denied access to higher authority or Chairperson of the Audit Committee.

The details of the Vigil Mechanism Policy are posted on the website of the Company. https://www.tirupatibalajee.net/media/1154/ vigil-mechanism-whistle-blower-policy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees and investments pursuant to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements read together with notes annexed thereto and forms an integral part of the financial statements.

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions that were entered into during the Financial Year 2025-26 were on Arms Length Basis and were in the Ordinary Course of business. All Related Party Transactions were granted omnibus approval by the Audit Committee and the Board. Disclosure as required under section 134(3)(h) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, in form AOC-2, is not applicable as all the contracts entered by the Company during the year are on arms length basis. The Company has formed Related Party Transactions Policy which was approved by the Audit Committee and the Board for purpose of identification and monitoring of such transactions.

The RPT Policy as approved by the Board is available on the Companys website. https://www.tirupatibalajee.net/media/1151 /policv-on-related-partv-transactions.pdf

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/Courts during the year under review which would impact the going concern status of the Company and its future operations.

AUDITORS, THEIR REPORT & COMMENTS BY THE MANAGEMENT:

1) Statutory Auditors

In terms of provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. M.S. Dahiya & Co., Chartered Accountants (F.R. No. 013855C), was appointed as Auditor of your Company to hold office for a consecutive period of five (5) years (i.e. for the financial year 2023-24 till the financial year 2027-28) until the conclusion of Annual General Meeting of the Company to be held in the calendar year 2028.

The Auditors Report and the Notes on Standalone and Consolidated financial statement for the year 2025-26 referred to in the Auditors Report are self-explanatory and does not contain any qualification, reservation or adverse remark and do not call for any further comments. During the year under review, the Auditor have not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed pursuant to Section 134(3)(ca) of the Companies Act, 2013.

2) Secretarial Auditor

Pursuant to the provisions of regulation 24A of the Listing Regulations, 2015, as amended and Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the members at the 24 th AGM of the Company held on 26 th September, 2025, based on the recommendation of the Audit Committee and the Board, approved the appointment of M/s B Maksi Wala & Associates, Company Secretaries, Indore (ACS: 41988 & COP: 23193), as Secretarial Auditors of the Company for a term of five consecutive years, commencing from Financial year 2025-26 upto the financial year 2029-30. The Secretarial Audit Report in Form MR-3 is self-explanatory and therefore do not call for any explanatory note and the same is annexed herewith as Annexure-C. Your Board is pleased to inform that there is no such observation made by the Secretarial Auditors in their report which needs any explanation by the Board.

M/s. B Maksi Wala & Associates, Company Secretaries, Indore (ACS: 41988 & COP: 23193), has provided a confirmation that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India and hold a valid peer review certificate.

3) Internal Auditor

In compliance with the provisions of Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, the Internal Audit, of the Company, for the FY 2025-26 was carried out by M/s Milind Nyati & Co. LLP, Chartered Accountants, Indore (FRN: C400403/014455C). Further, the Board in their meeting held on May 29, 2026 has reappointed M/s Milind Nyati & Co. LLP, Chartered Accountants, Indore (FRN: C400403/014455C), as an Internal Auditors for the FY 2026-27.

4) Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors, at its meeting held on August 12, 2026, has appointed M/s. Dhananjay V. Joshi & Associates, Cost Accountants (Firm Registration No. 000030), as the Cost Auditors of the Company for the financial year 2026-27.

The remuneration payable to M/s. Dhananjay V. Joshi & Associates, Cost Accountants (Firm Registration No. 000030) for conducting the cost audit for the financial year 2026-27 has been fixed at 1,50,000/- (Rupees One Lakh Fifty Thousand only), plus applicable taxes and reimbursement of out-of-pocket expenses incurred in connection with the cost audit. The said remuneration shall be subject to ratification by the members of the Company at the ensuing Annual General Meeting.

DISCLOSURE FOR FRAUDS AGAINST THE COMPANY:

In terms of the provisions of section 134(3) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 no frauds were reported by the Auditors to Audit Committee/Board during the year under review. Further, there were no frauds committed against the Company and persons who are reportable under section 143(12) by the Auditors to the Central Government. Also there were no non-reportable frauds during the year 2025-26.

CODE OF CONDUCT:

The Company has formulated and laid down a Comprehensive Code of Conduct for the Board of Directors and Senior Management of the Company which is available at the Companys website on: https://www.tirupatibalajee.net/media/1139/code- of-conduct-for-directors-and-senior-management.pdf

All the Board Members and Senior Management Personnel have affirmed compliance with the Code. The necessary declaration by the Managing Director as required under Regulation 34(3) read with Schedule V(D) of the Listing Regulations, regarding adherence to the Code of Conduct has been obtained for the financial year 2025-26 and forms part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-D.

DISCLOSURE OF REMUNERATION TO DIRECTORS AND EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is disclosed as Annexure-E which forms part of this Report.

CORPORATE GOVERNANCE:

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with the following declarations/certifications forms an integral part of this Corporate Governance Reporting hereby enclosed as Annexure-F.

- A declaration signed by Mr. Binod Kumar Agarwal, Chairman & Managing Director stating that the members of Board of Directors and senior management personnel have affirmed compliance with the Companys Code of Business Conduct and Ethics;

- A compliance certificate from the Companys Secretarial Auditor confirming compliance with the conditions of Corporate Governance;

- A certificate of Non-Disqualification of Directors from the Secretarial Auditor of the Company; and

- A certificate of the Managing Director and Chief Financial Officer (CFO) of the Company, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 read with Schedule V(B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), report on Management Discussion and Analysis Report (MD&A) is enclosed as Annexure-G.

MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR:

The company has undergone some material changes during the financial year 2025-26. Those changes have been provided below:

1) In-Principle Approval for Proposed Rights Issue of Material Subsidiary

During the year under review, the Companys material subsidiary, Shree Tirupati Balajee FIBC Limited, received the In-Principle Approval from the National Stock Exchange of India Limited (NSE) for its proposed Rights Issue aggregating up to 2,573.81 lakhs to its eligible equity shareholders, subject to applicable statutory and regulatory approvals and compliance with the applicable laws and regulations.

2) Alteration of MOA and AOA

The Members of the Company at the 24 th AGM of the Company held on 26 th September, 2025, based on the recommendation of the Board of Directors, approved the alteration of the Memorandum of Association and Article of Association to include provisions related to the verification of the captive status of Captive Generation Plants (CGPs) and Captive Users, with the objective of diversifying the Companys business activities.

3) Changes in Key Management Personnel (KMPs)

During the year under review, the following changes occurred in the Key Managerial Personnel (KMPs) of the Company:

Ms. Nimisha Agrawal resigned from the position of Chief Financial Officer of the Company and ceased to be the Key Manageria Personnel (KMP) of the Company from the close of business hours of 08 th May, 2025.

Mr. Praveen Raj Jain has been appointed as the Chief Financial Officer of the Company and designated as the Key Managerial Personnel (KMP) of the Company with effect from 30 th May, 2025.

4) Changes in Senior Management Personnel (SMPs)

During the year under review, the following changes occurred in the Senior Management Personnel (SMP) of the Company:

Mr. Vinod Verma, Head of Logistics Department have tendered his resignations and has ceased to be the Senior Management Personnel (SMP) of the Company with effect from the close of business hours of 27 th September, 2025.

Mr. Srikanta Barik, Store Head, who has been regularized as a Non-Executive Director of the Company at the 24 th Annual General Meeting held on 26 th September, 2025, has also ceased to be the Senior Management Personnel (SMP) of the Company with effect from the close of business hours of 27 th September, 2025.

5) Monitoring Agency

The Company received monitoring reports from CARE Ratings Limited on a quarterly basis regarding the utilization of the IPO proceeds, and the same were filed with the Stock Exchange within the prescribed timelines pursuant to the requirements of Regulation 41(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (SEBI LODR Regulations). The reports were also placed before the Audit Committee and the Board of Directors for their review and noting.

the Monitoring Agency submitted its final monitoring report for the quarter ended September 30, 2025, and no further monitoring reports were required thereafter.

The Monitoring Agency, in its final report, observed that the IPO proceeds had been utilized in accordance with the objects disclosed in the Prospectus. It, however, noted that the amount utilized towards General Corporate Purposes (GCP) constituted 26% of the issue proceeds, which was higher than the threshold of 25% prescribed under the SEBI (Issue of Capital and Disclosure Requirements) Regulations. The Company, however, has utilized the entire amount towards General Corporate Purposes strictly in accordance with the objects and disclosures set out in the Prospectus approved by the Securities and Exchange Board of India and the stock exchanges, namely the National Stock Exchange of India Limited and BSE Limited.

The Board of Directors considered and took note of the aforesaid observation of the Monitoring Agency and, after due deliberation, noted that there has been no diversion or deviation in the utilization of the funds raised through the Initial Public Offer. Accordingly, the Board is of the considered view that the aforesaid observation does not constitute a material deviation from the objects of the issue and has no adverse impact on the interests of the shareholders or investors.

The complete utilization of the proceeds raised through the Initial Public Offer as on March 31, 2026 is provided below:

Item Head	Amount Allocated	Amount Utilized
Repayment and/or prepayment, in part or full, of certain of our outstanding borrowings availed by our Company	31.45	31.45
Investment in our subsidiaries Honourable Packaging Private Limited (HPPL), Shree Tirupati Balajee FIBC Limited (STBFL) and Jagannath Plastics Pvt. Ltd. (JPPL) for Repayment and/or prepayment, in part or full, of certain of outstanding borrowings availed	20.82	20.82
Funding the incremental working capital requirements of our Company	13.50	13.50
Investment in our subsidiaries HPPL, STBFL and JPPLforfunding working capital requirements	10.74	10.74
General Corporate Purpose	31.83	31.83
Issue related expenses	14.08	14.08
Total	122.42	122.42

MATERIAL CHANGES AND COMMITMENTS WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT:

Except as stated below, there have been no material changes or commitments affecting the financial position of the Company that have occurred between the end of the Financial Year under review and the date of this Report.

1) Changes in Senior Management Personnel (SMPs)

During the year under review, the following changes occurred in the Senior Management Personnel (SMP) of the Company:

As per the Monitoring Report for the quarter ended September 30, 2025, the IPO proceeds had been fully utilized for the objects stated in the Prospectus. Accordingly,

Mr. Manoj Jaiswal, Head of Human Resources (HR) department have tendered his resignation and has ceased to be the Senior Management Personnel (SMP) of the Company with effect from the close of business hours of 12 th August, 2026.

Mr. Roshan Choudhary, Enterprise Resource Planning (ERP) Head, have tendered his resignation and has also ceased to be the Senior Management Personnel (SMP) of the Company with effect from the close of business hours of 12 th August, 2026.

INVESTOR EDUCATION AND PROTECTION FUND:

The Company is not required to transfer any amount of unpaid or unclaimed dividend for the financial year 2025-26 to the Investor Education and Protection Fund (IEPF), as no dividend has been declared by the Company till date.

LISTING & DEPOSITORY FEE:

The Company has paid Annual Listing Fee for the financial year

2026-27 to National Stock Exchange of India Limited & BSE according to the prescribed norms & regulations.

The Company has also paid Annual Custody Fee to National Securities Depository Limited and Issuer Fee to Central Depository Services (India) Limited for the financial year 2026-27.

ANNUAL RETURN:

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31 st March, 2026 has been uploaded on the website of the Company and the web link of the same is - www.tirupatibalajee.net.

SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

During the year under review, your Company has complied with Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with workers and employees at all levels.

NON-APPLICABILITY OF CERTAIN PROVISIONS OF THE COMPANIES ACT, 2013 DURING THE PERIOD STARTING FROM 1 st APRIL, 2025 TO 31 st MARCH, 2026:

1) There are no voting rights exercised by any employee of the Company pursuant to the section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

2) There is no fraud which are reportable by the Auditors to the Central Government, and which needs to be disclosed in the Board report during the year under review by auditors u/s 143(12).

GENERAL:

During the year under review, there were no transactions or events with respect to the following, hence no disclosure or reporting is required:

1) Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

2) One-time settlement with any bank or financial institution.

3) There was no failure to implement any Corporate Action.

4) Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or the Whole-time Director(s) of the Company.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation for the dedication, commitment and valuable contributions of the employees at all levels, whose continued efforts have contributed to the Companys performance during the year under review.

The Board also expresses its gratitude to the Central and State Government Authorities, Regulatory Authorities, Financial Institutions, Banks, Customers, Dealers, Suppliers, Consultants, Business Associates and Shareholders for their continued support, guidance, confidence and co-operation extended to the Company. The Directors look forward to their continued association and support in the years ahead.

For and on behalf of the Board

Place: Pithampur (Dhar)
Date: 12 th August, 2026

Binod Kumar Agarwal
Chairman & Managing Director
DIN: 00322536