Tirupati Fincorp Ltd Directors Report

<dhhead>DIRECTORS REPORT</dhhead>

To the Members of Tirupati Fincorp Limited

Dear Members,

The Board of Directors hereby presents the 43^rd Annual Report on the business and operations of your Company for the year ended March 31, 2025.

( In lakhs)

Particulars	2024-25 Current Year	Standalone 2023-24 Previous Year
Revenue from Operations	10252.6	467
Other Income	816.99	6.51
Total Revenue	11,069.58	473.51
Total Expenditure	11,152.71	426.6
Profit/(Loss) before Prior Period Items & tax	-	-
Less: Prior period Items	-	-
Profit/(Loss) Before Tax	-83.12	46.91
Less: Taxes	-0.75	15.5
Deferred tax charge (credit)	-	-
Profit /(Loss) After Tax	-82.37	31.4
Dividend proposed	-	-
Dividend Distributable Tax	-	-
Add: Balance b/f from the previous year	-	-
Add: Transferred from debenture redemption reserve	-	-
Less: Transfer to Debenture Redemption Reserve (if any)	-	-
Net Profit/(Loss) for the period	-82.37	31.4

COMPANY OPERATIONS AND FINANCIAL PERFORMANCE

The standalone total income increased from 473.51 lakhs to 11,069.58 lakhs, an increase of 2,237.9% over the previous financial year. The standalone Profit After Tax decreased from 46.91 lakhs to (83.12) lakhs, a decline of 277.2% over the previous financial year.

TRANSFERRED TO RESERVE

The Company during the year under review, has not made any transfers to General Reserve.

DIVIDEND

The Directors do not recommend payment of any dividend on the Equity Shares for the financial year ended March 31, 2025, to conserve capital for future growth and business expansion.

SHARE CAPITAL

The present Authorized Capital of the Company is 20,00,00,000 divided into 2,00,00,000 Equity Shares of 10.00 each.

The present Issued, Subscribed & Paid-up Capital of the Company is 5,31,17,250 divided into 5,31,17,25 Equity Shares of 10.00 each. During the year under review, no change took place in the authorized and of the Company. There is change in the paid-up capital of the company from 4,94,42,250 divided into 49,44,225 Equity Shares of 10.00 each to 5,31,17,250 divided into 5,31,17,25 Equity Shares of 10.00 each.

The Company has allotted a total of 3,67,500 equity shares pursuant to the exercise of options granted under its Employee Stock Option Plan (ESOP), at an exercise price of 20/- per share. The in-principle approval for the allotment of equity shares under the Employee Stock Option Plan (ESOP) has not been granted by BSE LTD.

DIRECTORS REPORT

CHANGE IN NATURE OF BUSINESS

Due to a directive order from the Reserve Bank of India, communicated via letter dated May 19, 2025, the Company has been instructed to immediately cease its Non-Banking Financial Institution (NBFI) activities. Consequently, there has been a change in the nature of the Companys business.

PUBLIC DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.Therefore the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

ACCOUNTING POLICIES

The Financial Statements of your Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Indian Accounting Standards (IND AS) and the relevant provisions of the Companies Act, 2013 and rules made therein, as applicable and guidelines issued by the Securities and Exchange Board of India (SEBI). Accounting policies have been consistently applied except where a newly issued accounting standard if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the company occurred between the end of the financial year to which this financial statement relates and the date of this report.

DETAILS OF SUBSIDIARY/ASSOCIATE COMPANY/ JOINT VENTURE

The Company does not have any Subsidiary, Joint Venture, or Associate company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Board of the Company comprises six (6) Directors viz., two (2) executive directors, two (2) non-executive independent directors, two (2) non-executive non-independent directors.

Name of the directors/KM P	Designation
Mr. Arvind Jethalal Gala	Chairperson & Non Executive Non Independent Director
Mr. Dhaval Babubhai Parekh	Non-Executive - Non-Independent Director
Mr. Sandesh Mohan Nikam	Non-Executive and Independent Director
Mr. Dipak Ishwarlal Parikh	Non-Executive and Independent Director
Mrs. Bansri Bhavesh Dedhia	Executive Director and Chief Executive Officer
Mrs. Sheetal Mitesh Shah	Executive Director and Chief Financial Officer
Mr. Ameya Dhananjay Bodas	Company Secretary and Compliance Officer

Details of Directors appointed, re-appointed, change in designation or resigned Appointment/re-appointment, change in designation:

Mr. Tejas Chandravadan Trivedi (DIN: 11216768) appointed as Additional Director in category of Non-Executive Independent Director w.e.f August 11, 2025.

Mr. Arvind Jethalal Gala (DIN: 02392119) change in designation from Non-Executive Independent Director to Non-Executive NonIndependent Director w.e.f May 29, 2025

Resignation:

Mr. Dhaval Babubhai Parekh (DIN: 09636606) resigned as an Non-Executive - Non-Independent Director w.e.f July 01, 2025.

Mr. Ameya Dhananjay Bodas resigned as an Company Secretary and Compliance Officer w.e.f May 29, 2025.

Change in Board

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

Retirement by rotation and subsequent re-appointment

Mrs. Sheetal Mitesh Shah (DIN: 08364948), Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard, of the person seeking re-appointment/ appointment as director are also provided in Notes to the Notice convening the 43^rd Annual General meeting.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act, 2013, the Company has Mrs. Sheetal Mitesh Shah, Mrs. Bansri Bhavesh Dedhia and Mr. Ameya Bodas are acting as Chief Financial Officer, Chief Executive Officer and Company Secretary respectively. Mr. Ameya Bodas resigned from the position of Company Secretary w.e.f May 29, 2025.

DETAILS OF BOARD MEETINGS

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the financial year 2024-25, 5 (Five) number of Board meetings were held on, May 20, 2024, August 14, 2024, August 26, 2024, November 15, 2024 and February 11, 2025.

Date of Board Meeting Board strength	No. of directors Present	% of attendance
May 20, 2024 5	5	100%
August 14, 2024 5	5	100%
August 26, 2024 6	6	100%
November 15, 2024 6	6	100%
February 11, 2025 6	6	100%
The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act. The details of attendance of each director at the Board Meetings are given below:
S,r. Name of directors No	No. of meetings eligible to attend	No. of meetings attended
1. Mr. Arvind Jethalal Gala	5	5
2. Mr. Sandesh Mohan Nikam	5	5
3. Mr. Dipak Ishwarlal Parikh	5	5
4. Mrs. Sheetal Mitesh Shah	5	5
5. Mrs. Bansri Bhavesh Dedhia	5	5
6. Mr. Dhaval Babubhai Parekh	3	3

DIRECTORS REPORT

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

A. Audit Committee

The Audit Committee has been constituted in line with the provisions of Section 177 of the Companies Act, 2013. The members of the Audit Committee are financially literate and have the requisite experience in financial management. All the recommendations made by the Audit Committee were accepted by the Board.

During the financial year ended March 31, 2025, 4 (Four) meetings of the Audit Committee were held on May 20, 2024, August 14, 2024, November 15, 2025 and February 11, 2025.

The Composition of the Audit Committee and the attendance of the Members of the Committee during the financial year ended March 31, 2025, are detailed below:

Name	Chairman/ Members	No. of meetings eligible to attend	No. of meetings attended
Mr. Arvind Jethalal Gala	Chairman	4	4
Mr. Sandesh Mohan Nikam	Member	4	4
Mrs. Sheetal Mitesh Shah	Member	4	4

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company i.e. www.tirupatifincorp.in.

B. Nomination & Remuneration Committee

The Nomination & Remuneration Committee (NRC) has been constituted in line with the provisions of Section 178 of the Companies Act, 2013. During the financial year ending March 31, 2025 Two (2)meeting of the NRC was held on August 14, 2024 and February 11, 2025.

The composition of the Nomination & Remuneration Committee of the Board of Directors of the Company along with the details of meetings held and attended during the financial year ended March 31, 2025, are detailed below:

Name	Chairman/ Members	No. of meetings eligible to attend	No. of meetings attended
Mr. Arvind Jethalal Gala	Chairman	2	2
Mr. Sandesh Mohan Nikam	Member	2	2
VALIGN=MIDDLE HEIGHT=18> Mrs. Sheetal Mitesh Shah	Member	2	2

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year. Annual Report 2024-25 The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.tirupatifincorp.in

Remuneration of director:

The details of remuneration paid during the financial year 2024-25 to directors of the Company is provided in Form MGT-7 available at website of the Company, i.e. https://www. www.tirupatifincorp.in

C. Stakeholders Relationship Committee

The Stakeholder Relationship Committee has been constituted in line with the provisions of Section 178 of the Companies Act, 2013.

The Committee met on February 11, 2025, during the financial year ended March 31, 2025. The constitution of the Stakeholder Relationship Committee and their attendance during the financial year is detailed below:

Name	Chairman/ Members	No. of meetings eligible to attend	No. of meetings attended
Mr. Arvind Jethalal Gala	Chairman	1	1
Mrs. Sheetal Mitesh Shah	Member	1	1
Mrs. Bansari Bhavesh Dedhia	Member	1	1

The Company Secretary of the company present in all meetings of Stakeholders Grievance & Relationship Committee held during the year.

Also, during the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2025.

DECLARTION BY INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has three Non-Promoter Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on February 11, 2025 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners:

a. The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

b. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

c. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

d. In addition, the chairman was also evaluated on the key aspects of his role. Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provision of section 134 (3) (c) of the Companies Act, 2013 the directors give hereunder the Directors Responsibility Statement relating to the Accounts of the Company:

(1) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(2) The directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31, 2025, and of the Profit and Loss of the Company for the said period;

(3) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(4) The directors had prepared the annual accounts on a going concern basis; and

(5) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website on http://www.tirupatifincorp.in/annualreport.asp

RISK MANAGEMENT POLICY

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuous basis. They are discussed at the meetings of the board of directors of the company.

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by statutory as well as Internal Auditors. Significant Audit observations and follow-up actions thereon are reported to the Board. The Board of Directors reviews the adequacy and effectiveness of the companys internal control environment and monitors the implementation of audit recommendations.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and Independent Directors to maintain the independence of the board, and separate its functions of governance and management. As on March 31, 2025, the board consists of five members, two of whom are executive or whole time director and KMP, three of whom are Non-Executive Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013 adopted by Board is annexed to the Boards Report. We affirm the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

The trading of shares on BSE Ltd is suspended since November, 2015.

Due to a directive order from the Reserve Bank of India, communicated via letter dated May 19, 2025, the Company has been instructed to immediately cease its Non-Banking Financial Institution (NBFI) activities.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. Details are given in Management Discussion & Analysis Report.

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

M/s JCR & Co., Chartered Accountants, (FRN: 105270W) are the Current Statutory Auditors of the company appointed in the 39^th Annual General Meeting of the Company and will hold the Office till the Conclusion of the 44^th Annual General Meeting of the Company.

The observations made by the auditors in their report are furnished herewith, along with the managements representation.

EXPLANATION TO THE QUALIFICATION IN AUDITORS REPORT

The Directors submit their explanation to the qualifications made by the Auditors in their report for the year 2024-25. The relevant

Para nos. of the report and reply are as under:

1. Qualification: The company has continued its financing activities despite cancellation of NBFC Certificate of Registration by RBI w.e.f. 30^th April, 2019.

The company have filed an application for registration as NBFC with RBI in the month of Jan 2025.

Mangement Represtention: Company had submitted an application to the Reserve Bank of India (RBI) seeking registration to carry on business as a Non-Banking Financial Company (NBFC). However, the said application has been cancelled by RBI.

Pursuant to the cancellation, RBI has directed the Company to refrain from undertaking any financial business activities .

In full compliance with this directive, the Company are taking appropriate steps to align with the regulatory framework.

We remain committed to transparency, regulatory compliance, and safeguarding the interests of our stakeholders.

2. Qualification: We would like to draw your attention that the company website is not in full compliance with clause 46(2) of SEBI (LODR) Regulations, 2015 as amended from time to time.

Management Representation: As part of our ongoing commitment to transparency and innovation, we are currently revamping our website. This update will provide shareholders with easier access to financial reports, governance updates, and company news.

INTERNAL AUDITOR

M/S. TRS & Co., Chartered Accountants, has served as an internal auditor for the financial year 2024-25.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Amruta Giradkar & Associates, Practicing Company Secretary, Mumbai to conduct the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is annexed herewith as Annexure-II to this Report.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 34 of the SEBI (LODR) Regulations, 2015, the Cash Flow Statement for the year 2024-25 is annexed hereto.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of loans, guarantees and investments under Section 186 of the Companies Act has been given in Notes to Accounts.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed to this Report as Annexure -I to this Report.

PARTICULARS OF EMPLOYEES

Pursuant to rule 5(2) & (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no such employee meeting the criteria under this rule.

Disclosures pertaining 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 are provided in the Annexure-III.

DIRECTORS REPORT

LISTING

The Companys shares are listed with BSE LTD having nationwide trading terminal under SEBI (ICDR) Regulations, 2009. The Listing fees to the Stock Exchanges for the year 2024-25 have been paid. The address of the said Stock Exchange is as follows:

The Bombay Stock Exchange Phiroze Jeejeebhoy Towers,

Dalal Street, Fort Mumbai - 400001.

The trading of shares on Bombay Stock Exchange is restricted on account of GSM, Penal Reason, and Surveillance Measure.

ARCHIVAL POLICY

As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 every listed company is required to formulate an Archival Policy for the records which it maintains in Electronic Form.

ID FAMILARISATION PROGRAMME

Independent Directors have been given adequate Documents and Annual Reports so that they get an understanding regarding the working of the company.

The IDs have also visited various sites of the company and have met the stakeholders of the company so as to get a detailed understanding regarding the Business, which would able them to form an Independent view regarding the company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your company does not fall under the compulsory compliance of CSR u/s 135 of the Companies Act 2013.

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

The information required pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to conservation of energy, technology absorption and foreign exchanges earning and outgo to the extent possible in the opinion of your Directors, is annexed hereto as set out in Annexure-II and forms part of this Report.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2:

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, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

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

The Company has zero tolerance for Sexual Harassment at workplace. The company has adopted a Policy on prevention of Sexual Harassment in line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Details of complaints received during the year under review are as follows:

a. Number of complaints of sexual harassment filed during the Financial Year: Nil

b. Number of complaints of sexual harassment disposed of during the Financial Year: Nil

c. Number of complaints of sexual harassment pending as on end of the Financial Year: Nil

d. Number of cases pending for more than 90 days: NA

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the provisions of Maternity Benefit Act, 1961 and no complaint has been received by the Company from any of the employee in this regard during the year under review.

CORPORATE GOVERNANCE:

The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

GENERAL DISCLOSURE:

Your directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and

Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the

transactions took place on those items during the year. Your directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iii) Annual Report and other compliances on Corporate Social Responsibility;

(iv) There is no revision in the Board Report or Financial Statement;

(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

(vi) Information on subsidiary, associate and joint venture companies.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

MAINTENANCE OF COST RECORD:

Since the company is not falling under prescribed class of Companies, our Company is not required to maintain cost records.

APPRECIATIONS AND ACKNOWLEDGEMENT:

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners.

Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavor to build and nurture strong links with the trade based on Mutual ity of benefits, respect for and co-operation with each other, consistent with consumer interests. Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For & on behalf of the Board of Directors Tirupati Fincorp Limited

Date: August 11, 2025 Place: Jaipur

Bansri Dedhia

DIN:08627610 (Director)

Sheetal Shah

DIN: 08364948 (Director)