Tirupati Fin-Lease Ltd Directors Report

To, The Members of TIRUPATI FINLEASE LTD. Your Directors have pleasure in presenting the 32 nd Annual Report together with the Audited Statement of Accounts for the year ended 31\u201c March, 2025. FINANCIAL RESULTS: The summarized financial results for the year ended 31\u201c March, 2025 are as under: (Rs.in000) Particulars 2024-25 2023-24 1. Profit before Depreciation and Tax 7,544 15,366 2. Depreciation 69 68 3. Profit (Loss) Before Tax 7,475 15,298 4. Provision for taxation . 845 2,540 5. Profit (loss) after Tax 6,630 12,758 STATEMENT OF COMPANY\u2019S AFFAIRS: During the year the company has profit of Rs. 66.30 Lakhs compare to Rs. 127.58 lakhs in previous year. Trend in Equity Markets, Commodities and Real estate will affect the business of the company. The Profit reduced due to negative impact of equity market. DIVIDEND: \u2022 Your director does not recommend dividend for the year. DIVIDEND DISTRIBUTION POLICY; Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company is not required to formulate the Dividend Distribution Policy. SHARE CAPITAL: The paid up capital of the company as on 31\u201c March 2025 was Rs 30,042,000/-. During the year under review, the company has not issued any shares. The company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the company. TRANSFER TO RESERVES: The company has transferred profit to the Reserve as required to be kept by the company as per RBI guidelines and the balance is transferred to surplus reserves. MATERIAL CHANGES AND COMMITMENTS; There are no other material changes and commitments that have occurred between the end of financial year of the company and the date of this report affecting the financial position of the company as at 31\u201c March, 2025. SUBSIDIARY COMPANIES: Your company doesnt have any subsidiary company during the year; hence consolidation of financial data of subsidiary company is also not applicable to the company forjinancial year 2024-25. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FORTinN FnrniRNGE EARNINGS AND OUT GO; Since the Company is not engaged in manufacturing activities, the information as required under the provisions contained in Section 134(3)(m) of the Companies Act, 2013 & rules made thereunder, with respect to conservation of energy and technology absorption are not applicable. There are no foreign exchange earnings and outgo during the year under review. CONTRACT AND ARRANGEMENTS WITH RELATED PARTY: All contracts/ arrangements/ transactions entered by the company during the financial year with related party were in ordinary course of business and on an arm\u2019s length basis. During the year, the company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material or potential conflict with the interest of the company in accordance with the policy of the company on materiality of related party transactions. Disclosures pursuant to Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 last updated June 14, 2022 (\u201csaid Master Direction). RELATED PARTY TRANSACTIONS: (Pursuant to clause 4.3 of Annex XTV of the said Master Direction) Details of all material transaction with related parties are disclosed at Note No. 19 to the Standalone Financial Statements; The web-link for the policy on dealing with the Related Party Transactions is https://www.tirupatifmlease.co.in/ AUDITORS: Pursuant to the provisions of Section 139, 141, 142 of the Companies Act, 2013 (Act) and other applicable provisions, if any, of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. STAP & Co., Chartered Accountants, (Firm Registration No 132148W) appointed as statutory auditor of the company to hold the office from the conclusion of 31st Annual General Meeting for a single term of 5(Five) years till the conclusion of the SO 111 Annual General Meeting to be held in the Financial year 2028-29. There has been no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory. \u2022 I NSTANCES OF FRAUD. IF ANY REPORTED BTTHE AUDITORS: The Statutory Auditors, the Secretarial Auditors and Internal Auditors of the Company have not reported any instances of fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder. COMPLIANCE WITH 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. ANNUAL RETURN: Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company\u2019s Website at www.tirupatifihlease.co . in. BUSINESS RE SPONSIBILITY AND SUSTAINABILITY REPORTING Pursuant to SEBI Circular SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated 12th July 2023, from F.Y. 2023-24, the top 1000 listed entities by market capitalisation are required to make disclosures as per the updated BRSR format. Accordingly, your Company is not required to make disclosure under BRSR Format. SECRE TARIAL AUDIT- REPORT; The secretarial audit report is enclosed with director report and there is no adverse remark stated in Secretarial Audit Report expect for non-publication of financial result in the newspaper. The results are published on Website and stock exchange from time to time. As per amended Regulation 24A of the SEBI Listing Regulations vide SEBI Notification dated December 12, 2024 and provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board at its meeting held on August 02, 2025, based on recommendation of the Audit Committee, has approved th_appointment of M/s. Jignesh Dudhat & Associates, Practising Company Secretaries, a peer reviewed firm (Membership No. FI 1210 & COP No. 16775) as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members in this Annual General Meeting. MANAGEMENT DISCUSSION AND ANALYSIS: In terras of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 Management Discussion and Analysis report providing a Complete Details of Business is forming a part of the annual report. CORPORATE SOCIAL RESPONSIBILITY (CSR): Based on criteria determined in section 135 of the Companies Act, 2013 concerning applicability of Corporate Social Responsibility, at present this provision is not applicable to the Company. BOARD OF DIRECTORS: The Company has appointed Mr. Jitesh Radheshyam Agrawal (DIN: 10718669) and Mr. Rupkumar Manilal Agarwal (DIN: 08406913) as an Independent director of the Company in the Annual General Meeting held for the Financial Year 2023-24 for a period of one term of five (5) year by passing special resolution. Mr. Mahesh Ramavtar Mittal, (DIN: 07057146) and Mr. Sivanandingh Indrasinh Chauhan, (DIN: 0705142) has resigned as the Independent Directors of the Company with effect from 15 th October, 2024. Mr. Bajranglal Agarwal Balkishan Whole-time Director of the Company retires by rotation at this annual general meeting and being eligible, offers himself for reappointment, the board of directors recommends to approve his appointment. Further, in terms of section 149 read with section 152 of the Companies Act 2013, an independent director is now not required to retire by rotation, and may be appointed on the Board of the Company for maximum two terms of up to five years each. INDEPENDENCE OF DIRECTOR: The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 for the appointment of Independent Director is not Applicable to the company. So Now the company has to follow the provision of Companies Act 2013 only. And all Independent directors of the company have confirmed their independence in terms of the requirements of Companies Act, 2013. MEETING Q E T nE BOARD: During the Financial year, Four Board meetings were held on 30.05.2024, 14.08.2024, 14.11.2024 & 14.02.2025. The gap between any two Board Meetings did not exceed 120 days. The attendances of the Directors are as below and last date of AGM was 28\u201c September, 2024. Name of Director Category of Director No. of Board Meetings attended Attendance at the last AGM Mr. Bajranqlal Aqarwal Executive Director 4 Yes Mrs. Pushpadevi Agarwal Executive Director 4 Yes Mr. Rupkumar Manilal Agrawal Non-Executive Director 3 NA Mr. fitesh Radheshyam Agrawal Non-Executive Director 3 NA Mr. Mahesh Ramavtar Mittal Non-Executive Director 2 Yes Mr. Sivanandingh Indrasinh Chauhan Non-Executive Director 2 Yes COMMITTEES OF THE BOARD: Currently the Board has two committees viz: Audit Committee Composition: The Audit Committee has been constituted in conformity with the requirements of Section - 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirement) Regulation, 20IS is not applicable to the company. At present the Audit Committee comprises of Three Directors. Details of the composition, number of meetings held during the year and their attendance are as under: Name Position held Attendance at Audit Committee meeting held on 30.03.2024 14.08.2024 14.11.2024 14.02.2023 Mr. Sivanandingh Indrasinh Chauhan* Chairman & Independent Director Yes Yes NA NA Mr. Mahesh Ramavtar Mittal* Independent Director Yes Yes NA NA Mrs. Pushpadevi Agarwal Executive Director Yes Yes Yes Yes Mr. Jitesh Radheshyam Agrawal* Chairman & Independent Director NA NA Yes Yes Mr. Rupkumar Manilal Agrawal Independent Director NA NA Yes Yes * Note: Mr. Sivanandingh Indrasinh Chauhan (DIN: 07057142) and Mr. Mahesh Ramavtar Mittal (DIN: 07057146) have resigned with effect from 15.09.2024. - Mr. Jitesh Radheshyam Agrawal (DIN: 10718669) and Mr. Rupkumar Manilal Agrawal (08406913) have been appointed as an Independent Director of the Company w.e.f. 14.08.2024. Minutes of meetings of the Audit Committee are circulated to members of the Committee and the Board is kept apprised. Remuneration Policy & Remuneration paid to Board of Directors: The Nomination and Remuneration committee currently consist of 2 Non-executive Director. There were one meeting held during the year on 14-08-2024. INDEPENDENT DIRECTORS\u2019 MEETING: The Independent Directors met without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and 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. The meeting of Independent Director was held on 14.02.2025 and they reviewed the Performance of Every Members of the various committees and the Board as a whole. FORMAL EVALUATION OF THE PERFORMACE OF THE BOARD. COMM lTTErs OF THE BOARD AND INDIVIDUAL DIRECTORS: Pursuant to the provisions of 134(3)(p) the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually including Independent Directors as well as the evaluation of the working of its Committees. The evaluation was carried on the basis of structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, level of engagement and participation. Board culture, execution and performance of specific duties, obligations and governance. The Board has expressed their satisfaction with the evaluation process. In pursuant to Regulation 17(10) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the evaluation of Independent Directors was done by the entire board of directors which includes - (a) Performance of the directors; and (b) Fulfillment of the independence criteria as specified in the regulations and their independence from the management. Criteria adopted for evaluation: The Board shall evaluate the roles, functions, duties of Independent Directors (IDs) of the Company. Each ID shall be evaluated by all other directors\u2019 not by the Director being evaluated. The board shall also review the manner in which IDs follow guidelines of professional conduct. Further, in a separate meeting of Independent Directors, performance of non-independent directors, the Board as whole and the Chairman of the Company was evaluated. Performance review of all the Non-Independent Directors of the company on the basis of the activities undertaken by them, expectation of board and level of participation; Performance review of the Chairman of the Company in terms of level of competence of chairman in steering the company; The review and assessment of the flow of information by the Company to the board and manner in which the deliberations take place, the manner of placing the agenda and the contents therein; The review of the performance of the directors individually, its own performance as well as evaluation of working of its committees shall be carried out by the board; On the basis of performance evaluation, it shall be determined by the Nomination and Remuneration Committee and the Board whether to extend or continue the term of appointment of ID subject to all other applicable compliances. REMUNERATION POLICY: The Board has, on the recommendation of Nomination and Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their Remuneration. VIGIL MECHANISM; In pursuant to the provision to the provision of section 177(9) & (10) of the Companies Act, 2013 and in terms of the listing Agreement your company has established a Vigil Mechanism of the company which also incorporates Whistle Blower Policy for its Directors and employees to safeguard against victimization of persons who use vigil mechanism and to report genuine concerns. The Audit Committee of your company shall oversee the Vigil Mechanism. INTERNAL CONTROL SYSTEM AND ADEQUACY: Details of internal Control system are given in the Management Discussion and Analysis Report, which forms the part of the Director\u2019s Report. ADEQUACY OF INTERNAL FINANCIAL CONTROL: Internal Financial Control remains an important component to foster confidence in a company \u20193 financial reporting, and ultimately, streamlining the process to adopt best practices. In pursuance to provisions of Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 your Company has in place adequate internal controls with reference to financial statements and are operating effectively. The Company has devised proper system of internal financial control which is commensurate with size and nature of Business. The Board has appointed M/s. Pritesh Shah & Co. \u2022 Chartered Accountants as a Third party Internal Auditor of the Company pursuant to provisions of Section 138 of the Companies Act, 2013 in order to ensure proper internal financial control. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY: The Board of Directors of the Company has taken necessary measures regarding potential risk affecting the company. Further risk to the Company is provided in Management Discussion and Analysis in this Annual Report. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED: The details of Loans, investments, guarantees and securities covered under provisions of section 186 of the Companies Act, 2013 are provided in the Standalone Financial Statements and are in ordinary course of Business. DEPOSITS: The company has not accepted the Deposits from the Public during the year under report. LISTING: The shares of the Company are listed on BSE Limited. DEMATERIALIZATION OF SHARES: \u2022 \u2022 To provide best services to the shareholders and investors, companys equity shares are made available for dematerialization in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL). DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to Director Responsibility Statement it is hereby confirmed: That in the preparation of the annual accounts for the financial year ended 31\u201c March, 2025 the applicable accounting standards had been followed along with proper explanation relating to material departures. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. That the directors had prepared the accounts for the financial year ended 31\u201d March, 2025 on a going concern basis. That the director had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively PARTICULARS OF THE EMPLOYEES: The company has no employee drawing the remuneration of Rs 5 lacs per Month or Rs 60 lacs per annum. Whereas the disclosure as required under Rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below; The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year. - The Company is paying remuneration to Directors name Mr. Bajranglal Agarwal, Mrs. Pushpadevi Bajranglal Agarwal - Rs 3 Lakhs Each Per annum & Rs 1.68 lakhs to Company Secretary. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year: NIL The percentage increase in the median salaries of employees in the financial year: N.A. The number of permanent employees on the rolls of the Company: (Nine) Percentage increase or decrease in the market quotation of the shares of the Company in comparison to the rate at which the Company come out with the last Public Offer: N.A Average percentile increases already made in the salaries of the employee other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: NA The Key parameters for any variable component of remuneration availed by the Directors: N.A. The Company affirms remuneration is as per the remuneration policy of the Company. There is no employee covered under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. CORPORATE GOVERNANCE; SEBI notified SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(Listing Regulations) on 2nd September, 2015 which was implemented within a period of Ninety Days of the Notification Le. by 1 December, 2015. The new Listing Regulations has provided exemption under regulation 15(2)(a) from applicability of Corporate Governance provisions as specified in regulations 17, 18, 19,20, 21, 22, 23,24, 25, 26, 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and para C,D and E of Schedule V in respect of listed entities having paid-up Equity share Capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five crores as on the last day of the previous financial year. Your Company falls under the exemption criteria as laid down under Regulation 15(2)(a) and therefore, not required mandatorily to comply with the said regulations. The Company therefore is not required to make disclosures in Corporate Governance Report as specified in Para C of Schedule V to the Listing Regulations. However, pursuant to Regulation 15(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, notwithstanding sub-regulation (2) of regulation 15, the provisions of Companies Act, 2013 shall continue to apply, wherever applicable. The certificate as required under Schedule V (E) of the Listing Regulations, regarding compliance of conditions of Corporate Governance is annexed to this report. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPREVENTT OM PROHIBITION AND REDRESSAL1 ACT. 2013 The Company maintains a zero-tolerance policy towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, as amended from time to time for employees (all female employees on the rolls of the Company including those on deputation, contract, temporary, part time or working as consultants are covered under this Policy) to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaints with allegations of sexual harassment were received by the Company. COMPLIANCE STATUS WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT. 1961 f\u2018MB ACT1. The Company has complied with the provisions relating to Maternity Benefit Act, 1961. The Company has made a policy for the same. Maternity and Paternity benefits are extended to all eligible employees and workers (all female employees on the rolls of the Company including those on deputation, contract, temporary, part time or working as consultants are eligible). Directors confirmed that the said policy was complied with during the year under review. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING: The Company has established a code of conduct for Prevention of Insider Trading. The necessary preventive actions, including closure of trading window around the time of any price sensitive events information are taken care. All covered person have given declarations affirming compliance with the said code. The detailed policy is uploaded on website of the Company. pjKCLOSURE FOR MAINTENANCE OF COST RECORDS: The provision of Application of Cost Record in Compliance of Companies (Accounts) Rules, 2014 & in respect of section 148(1) of the Companies Act, 2013 is not applicable to the Company. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 431 OF 20161 DURING THE FINANCIAL YEAR; During the year under review, the Company has not made any application before the National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no pending proceeding against the Company under Insolvency and Bankruptcy Code, 2016. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR: It is Not Applicable to the Company, during the financial year. STATUTORY COMPLIANCE; The Company has complied with Ind AS as prescribed under section 133 of the Companies Act, 2013. The Company has also complied with the directions issued by RBI from time to time. ACKNOWLEDGMENT; The Directors wish to thank and deeply acknowledge the cooperation and assistance received from the Bankers and shareholders. The Director also wishes to place on record their appreciation of the devoted services of employees of the Company. Pushpadevi B. Agarwal Whole Time Director DIN: 00606296 Pushpadevi B. Agarwal Whole Time Director DIN: 00606296 DATE: 02-08-2025 FOR AND ON BEHALF OF THE PLACE: AHMED ABAD BOARD OF DIRECTORS OF Bajranglal B. Agarwal Whole Time Director DIN: 00605957