Tirupati Starch & Chemicals Ltd Directors Report

Standalone: During the year Financial Year ended on 31st March, 2025 the Companys total Revenue was Rs. 39023.55 Lakh as compared to the total Revenue of Rs. 30650.77 Lakh for the Financial Year ended 31st March, 2024 and Company reported a Profit of Rs. 753.74 Lakh as compared to a Profit of Rs. 207.40 Lakh for the Financial Year ended on 31st March, 2024.

Consolidated: During the year Financial Year ended on 31st March, 2025, the Companys total Revenue was Rs. 39023.55 Lakh as compared to the total Revenue of Rs. 30650.77 Lakh for the Financial Year ended 31st March, 2024 and Company reported a Profit of Rs. 752.89 Lakh as compared to a Profit of Rs. 219.46 Lakh for the Financial Year ended on 31st March, 2024.

The above financial statements for the financial year ended March 31, 2025, are prepared in accordance with Indian Accounting Standards as per the Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 and other relevant provisions of the Act. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company including the consolidated financial statements along with relevant documents are available on Shareholder Desk section of the website of the Company at http://www.tirupatistarch.com/annual-reports/

During the year under review, there was no change in Companys Business. The Company had carried production of Starch and allied products throughout the year.

There has been an increase in the demand for all the products of your company in the previous year. The company has initiated process to increase its production capacity in coming years and modernize its equipment to improve quality and yield of its finished products. Your directors are hopeful that with increased production capacity and due to expansion and modernization program undertaken by your company, it is expected to substantially improve the top line and bottom line of the company in the years to come. Your directors are hopeful of improved economic activities in India which may lead to improved demand for the products of the company from sectors like FMCG, Pharmaceuticals, Textile, Food, Paper etc. which may impact the margins of the company positively in the current financial year.

In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Boards Report are in compliance with the provisions of Section 129 or Section 134 of the Companies Act, 2013 and that no revision has been made during any of the three preceding financial years.

No material changes and commitments affecting the financial position of the company occurred during the financial year ended as on 31st March, 2025, to which the financial statements relates as on the date of this report.

During the year under review, the Company, neither increased nor decreased its Equity and Preference Share Capital.

As on 31st March, 2025, the Authorized Share Capital of the Company is Rs. 14,50,00,000/- (Rupees Fourteen Crores Fifty Lakhs Only) divided into 1,02,50,000 (One Crore Two Lakhs Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each and 42,50,000 (Forty Two Lakhs Fifty Thousand) Preference Shares of Rs. 10/- (Rupees Ten) each with the right, privileges and conditions attaching thereto as are provided by the regulations of the Company.

During the year under review, the Company had not issued or allotted Equity and Preference Share of Company.

As on March 31, 2025, the Paid-up Equity Share Capital of the Company is Rs. 9,58,92,210 (comprising 95,89,221 Equity Shares of Rs. 10/- each) and Paid-up Preference Share Capital is Rs. 4,25,00,000/- (comprising 42,50,000 Preference Shares of Rs. 10 each).

The Company had not issued any other shares or instruments convertible into equity shares of the Company or with differential voting rights. Neither has granted any Sweat Equity or Employee Stock Options nor issued any Bonus or Right Shares during the year. The company has not bought back any of its securities during the financial year 2024-25.

3. DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED :

The Company has not made any provision of money for the purchase of, or subscription for, shares in the Company or its holding company, if the purchase of, or the subscription for, the shares by trustees is for the shares to be held by or for the benefit of the employees of the Company and accordingly the disclosure under the provisions of Rule 16(4) of Chapter IV (Share Capital and Debentures) of the Companies Act, 2013 is not applicable for the year.

4. DIVIDEND :

In order to conserve cash and ensure liquidity for the companys projects and assignments in its development, expansion and implementation stages for the current financial year, the Board of Directors decided not to recommend any dividend to the shareholders for the financial year 2024-25. The Board of Directors considers this in strategic interest of the company and believes that this will greatly enhance the long term shareholders value.

5. RESERVES :

During the year under review, the Company has not transferred any sum to General Reserves.

Following are the Directors & Key Managerial Personnel (KMP) of the Company as on March 31, 2025:

The composition of Companys Board and KMPs as on date of Boards Report is as under:

As per the recommendation of Nomination & Remuneration Committee, the Board of Directors had re-appointed Mr. Yogesh Kumar Agrawal (DIN- 00107150) as Whole-time Director of the Company at its meeting held on 03.09.2024 for the further period commencing from date of such Meeting to till 31.12.2026 subject to approval of Members in the Annual General Meeting. The Members had given their approval in 38th Annual General Meeting held on 30.09.2024 by passing necessary resolution in accordance with the provisions of the Act and the Listing Regulations.

As per Section 149(10), Independent Director shall hold office for a term up to five consecutive years on the Board of a company but shall be eligible for reappointment on passing of a special resolution by the company and disclosure of such appointment shall be given in the Boards Report. No Independent Director of the Company shall hold office for more than two consecutive terms.

No resignation was tendered by any Independent Director during the financial year 2024-25. However, Mr. Ashish Agrawal (DIN:00335575) and Mr. Vinod Kumar Garg (DIN:00266341) were retired from the office of Independent Director of the Company with effect from end of the day of 30th day of September, 2024 on account of their successful completion of second consecutive term of 5 years as Independent Directors of the Company. Consequently they ceased/retired from Directorship of the Company as well as from respective Committees positions. The Board placed on record their deep appreciation of the valuable contribution made by Mr. Ashish Agrawal & Mr. Vinod Kumar Garg during their tenure as Independent Directors of the Company.

Upon the recommendation of Nomination and Remuneration Committee Mr. Akshat Garg (DIN: 10780629) and Mr. Sagar Jajodia (DIN:09582098) were appointed as Independent Directors of the Company in 38th Annual General Meeting of the Company held on 30.09.2024 for a first term of 5 (five) consecutive years i.e. from 01.10.2024 to 30.09.2029.

The Members approval was also given for continuation of appointment tenure of Mrs. Pramila Jajodia (DIN: 01586753) as Non-executive Non-Independent Director of the Company as required in terms of regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Rohit Mangal is serving as Chief Financial Officer and Mr. Anurag Kumar Saxena is serving as Company Secretary & Compliance officer of the Company.

Except above no change in Directors & Key-Managerial Personnel during the financial year under review.

As Mr. Amit Modi (DIN: 03124351) as Managing director, Mr. Ramdas Goyal (DIN: 00150037) as Chairman & Whole Time Director and Mr. Prakash Chand Bafna (DIN: 00107070) as Whole Time Director were re-appointed by the Members w.e.f. 01.06.2022 for the further period of 3 years, consequently, on recommendation of Nomination and

Remuneration Committee, the Board at its Meeting held on 30.05.2025 has considered and approved the following matters, subject to approval of the Shareholders of the Company at the ensuing 39th Annual General Meeting of the Company:

• Re-appointment of Mr. Amit Modi (DIN: 03124351) as Managing Director of the Company for a further period of 3 (three) years w.e.f. 31.05.2025

• Re-appointment of Mr. Prakash Chand Bafna (DIN: 00107070) as Whole-time Director of the Company for a further period of 3 (three) years w.e.f. 31.05.2025 and approval for his appointment as Chairman of the Company also for the same term

• Re-appointment of Mr. Ramdas Goyal (DIN:00150037) as Whole Time Director of the Company for a further period of 3 (three) years w.e.f. 31.05.2025

Furthermore, the Board at its Meeting held on 29.07.2025 has considered and approved change in designation of Mr. Ramdas Goyal (DIN: 00150037) w.e.f. 30.08.2025 from Whole Time Director of the Company to Non-Executive Director of the Company, subject to approval of the Shareholders of the Company at the ensuing 39th Annual General Meeting of the Company.

Consequently, on the basis of recommendation of Nomination & Remuneration Committee the below cited agenda items are proposed and recommended by the Board for Shareholders approval on the resolution/s as set out in AGM Notice as Item Nos. 6,7 and 8.

• To confirm the Re-appointment of Mr. Amit Modi (DIN:03124351) as Managing Director of the Company for the further period of 3 years w.e.f. 31.05.2025

• To confirm the Re-appointment of Mr. Prakash Chand Bafna (DIN:00107070) as Whole Time Director of the Company for the further period of 3 years w.e.f. 31.05.2025 and approval for his appointment as chairman of the company also for the same term.

• To confirm the re-appointment of Mr. Ramdas Goyal (DIN:00150037) as Whole-time Director of the Company for a further period commencing from 31.05.2025 till 29.08.2025 and approval for change of his designation as Non-executive Non Independent Director of the Company w.e.f. 30.08.2025

As per requirement in terms of Regulation 17(6)(ca) of the SEBI (LODR) Regulations, 2015 the approval of members also sought for payment of remuneration to Non-Executive Non-Independent Director of the Company (Mrs. Shashikala Mangal, Mrs. Pramila Jajodia) in excess of fifty percent of total annual remuneration payable to all Non-executive Directors of the Company during the Financial Year 2025-26. Hence, Board recommend and proposed for passing the resolution/s as set out in the Item No. 9 and 10 respectively of the Notice by way of special resolution/s.

Further, as due to attainment of age of 75 years by Mr. Babu Lal Mangal (DIN:09646772), his office as Non-executive Independent Director of the Company has been ceased with effect from end of the day of 15.06.2025, in terms of Regulation 17(1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Upon recommendation of Nomination & Remuneration Committee, the Board in its meeting held on 10.06.2025 had appointed Mrs. Arpita Garg as an Additional Non-executive Independent Director of the Company for a first term of 5 (five) consecutive years commencing from 15.06.2025, subject to allotment of Director Identification Number (DIN) and registration under The Indian Institute of Corporate Affairs (IICA) and also subject to approval of Shareholders of the Company in the ensuing Annual General Meeting of the Company. Mrs. Arpita Garg has obtained DIN 11150564 on 11.06.2025 and also registered with IICA on 12.06.2025.

According to the provision of Section 161(1) of the Companies Act, 2013 (the Act), Mrs. Arpita Garg shall hold office as an Additional Director till the date of this annual general meeting of the Company or the last date on which the Annual General Meeting should have been held, whichever is earlier. However, pursuant to the provisions of Regulation

17(1C) read with Regulation 25 (2A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company is required to obtain approval of shareholders by way of special resolution for appointment of a person as an Independent Director on the Board of Directors at the next general meeting or within a time period of 3 (three) months from the date of appointment, whichever is earlier.

Further, as per regulation 25(2A) of the SEBI Listing Regulations, appointment or the re-appointment of an independent director shall be subject to approval of shareholders by way of a special resolution. Hence, the approval of the members is sought for the appointment of Mrs. Arpita Garg as an Independent Director of the Company and for the said purpose the Board recommend and propose for passing the resolution by way of special resolution as set out as Item No. 11 to the Notice.

No Independent Director shall hold office for more than two consecutive terms. The present tenure of Mr. Nitin Kumar Gupta (DIN- 07260449) as Independent Director is second consecutive term of 5 years which is completing on 30.09.2025. After this date his office will be ceased as Independent Directors of the Company.

On the basis of recommendation of Nomination and Remuneration Committee Mr. Saransh Agrawal is proposed to be appointed as Independent Director of the company at ensuing AGM for a first term of 5 (five) consecutive years subject to allotment of DIN and registration under The Indian Institute of Corporate Affairs (IICA) in terms of section 152 of the companies Act, 2013 i.e. 01.10.2025 to 30.09.2030. In terms of provisions of Regulation 17(1C), Regulation 25 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 appointment of any directors must be approved by the Members of the company within a period of three months from the date of appointment by the Board. Hence, Board recommend and propose for passing the resolution/s as set out in the Item No. 12 of the Notice by way of special resolution.

In accordance with the requirements of the Act and the Companys Articles of Association, Mr. Prakash Chand Bafna (DIN: 00107070) and Mr. Ramesh Chandra Goyal (DIN:00293615) retires by rotation and are eligible for re-appointment. However, their term is fixed and shall not break due to this retirement. Your Directors have recommended their appointment for approval of the shareholders, in the ensuing Annual General Meeting of your Company.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

All the Independent Directors of the Company have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed there under and Regulation 16(1)(b) of the Listing Regulations and they continue to comply with the Code of Conduct laid down under Schedule IV of the Act.

In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

Based upon the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 & Rules made thereunder and Regulation 16(1)(b) of the Listing Regulations that they are independent of the management and complied with the code for independent directors prescribed in Schedule IV to the Companies Act, 2013.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute.

During the year under review, 6 (Six) meetings of the Board of Directors were held. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act. The particulars of meetings held and Directors attendance in meetings are detailed in the Corporate Governance Report forming part of the Annual Report.

As required under the Act, and the Listing Regulations, the Company has constituted the following statutory committees: a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders Relationship Committee d. Corporate Social Responsibility Committee Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report.

In due compliance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Separate Meeting of Independent Directors was held on 8th February, 2025. The particulars of meeting, directors attendance, training and familiarization programme are detailed in the Corporate Governance Report forming part of the Annual Report.

The Familiarization Programme for Independent Directors is uploaded on the website of your Company, and is accessible at: http://www.tirupatistarch.com/wp-content/uploads/2025/04/Familiarization_Policy_and_details_of_Programmes_ imparted_to_Independent_Directors_till_31.03.2025.pdf

8. 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;

• 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.

• 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 committees meetings, etc.

• 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 meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

• In addition, the chairman was also evaluated on the key aspects of his role.

The Company has adopted a Code of Conduct for its employees including the Managing Director, Non-Executive Directors which includes Independent Directors. The same can be accessed using the following link: http://www.tirupatistarch.com/wp-content/uploads/2023/02/Code_of_conduct_of_board_of_directors__senior _management_personnel___employees.pdf

All the members of Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct. The signed declaration by the Managing Director of the Company to this effect is enclosed as Annexure-I.

9. MD & CFO CERTIFICATION :

The Certificate from Managing Director and Chief Financial Officer of the Company, pursuant to the Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year 2024-25 was placed before the Board of Directors of the company at its meeting held on 23rd May, 2025 and is enclosed as Annexure-II.

To the best of Boards knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a. In the preparation of the Annual Accounts for the financial year ended 31st March, 2025, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any; b. 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 at the end of the financial year and of the profit of the company for that period; c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. The Directors have prepared the Annual Accounts for the financial Year ended 31st March, 2025 on a going concern basis; e. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. ANNUAL RETURN :

The Annual Return of the Company as on 31st March 2025 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at http://www.tirupatistarch.com/annual-return/.

In terms of the provisions of Section 139, 141 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time and pursuant to the recommendations of the Audit Committee, M/s. ABMS and Associates, Chartered Accountants, Indore (Firm Registration Number 030879C) was appointed as the Statutory Auditors of the Company to hold office from the conclusion of 35th Annual General Meeting till the conclusion of the 39th Annual General Meeting of the Company to be held in the year 2025 (From the F.Y, 2021-22 to 2024-25) at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Statutory Auditors. Therefore, their tenure being the Statutory Auditors shall be completed at the conclusion of the ensuing 39th Annual General Meeting of the Company.

M/s Harish Khandelwal & Co., Chartered Accountants, Indore (Firm Registration Number 004116C), are recommended by the Audit Committee and Board of Company for their appointment as the Statutory Auditors of the Company for a first term of 5 consecutive years commencing from conclusion of the 39th Annual General Meeting till the conclusion of 44th Annual General Meeting to be held in the year 2030, in place of the existing retiring auditor M/s. ABMS and Associates, Chartered Accountants, Indore.

The proposed Statutory Auditors has given their consent and eligibility certificate for their such appointment as the Statutory Auditors of the Company. Your Board of directors recommends passing necessary ordinary resolution as set out in the Item No. 5 of the AGM Notice.

The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes on Financial Statement referred to in the Statutory Auditors Report are self-explanatory and do not call for any further Comments. Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, in the year under review.

According to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed M/s. P. S. Tripathi & Associates, Company Secretaries, Indore, having ICSI Certificate of Practice No. 5358, to carry out the Secretarial Audit of the Company for the Financial Year 2024-25.

Further, In terms of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and on the basis of recommendation of the Audit Committee, the Board of Directors of Company in their meeting held on 29.07.2025 has appointed M/s P. S. Tripathi & Associates, Company Secretaries, Indore (COP No.-5358) as the Secretarial Auditors of your Company subject to approval of Members in ensuing Annual General Meeting for the First Term of 5 (five) consecutive financial year starting from 2025-26 to 2029-2030 at such remuneration as shall be fixed by the Board/Committee. M/s P.S. Tripathi & Associates, Company Secretaries, Indore, firm has 2 partners and having valid peer review certificate as issued by ICSI. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified to be appointed as the Secretarial Auditors of your Company for the audit of five consecutive financial year i.e. from 2025-26 to 2029-30. Your Board recommended for the approval of the Members for the appointment of M/s P. S. Tripathi & Associates, Company Secretaries, Indore (COP No.-5358) as the Secretarial Auditors of your Company for 5 (five) consecutive financial year starting from 2025-26 to 2029-2030 and authority to the Board and Audit Committee to fix their remuneration.

The Secretarial Auditor of the Company has submitted their Report (Form MR-3) for financial Year 2024-25 and the same is annexed as Annexure-III with this Report.

Some qualifications, reservations and adverse remarks are given in the Secretarial Audit Report for the Financial Year ended on 31st March, 2025; and the Boards comments on such qualifications, reservations and adverse remarks, so given in the Secretarial Audit Report, are as under: a. The Stakeholder Relationship Committee was not properly constituted with the requisite members and chairperson for the quarter ended December 31, 2024. However, the Company reconstituted the Stakeholder Relationship Committee on October 3, 2024 and the applicable fine was subsequently paid on March 28, 2025. The Company has submitted a request to BSE through the BSE Listing Centre seeking a waiver of the imposed fine. The matter is currently under review by the Listing Operations Team.

Management Comment: The Stakeholder Relationship Committee has been re-constituted on 03.10.2024 and as per Regulation 20(2), the appointed chairperson of the Stakeholder Relationship Committee is a Non-Executive director and as per Regulation 20(2A), the Stakeholder Relationship Committee is duly constituted with three directors, of which two are independent directors. Therefore the company is in compliance with the specified regulation. Further, the Company has made request to BSE through BSE Listing Centre to waive off the fine and the case is under process with Listing Operation Team (Case Number 227422 dated Mar 18, 2025). However, the fine amount has been paid on 28.03.2025.

b. BSE had done a comparison of promoter/ promoter group PAN data provided to NSDL/CDSL with promoter/ promoter group details in shareholding pattern filed by listed entity with Exchanges and observed certain mismatch that Non Promoter category selected on designated depository system whereas in Shareholding pattern promoter category is mentioned. In this regard, BSE requested the Company to refer NSDL and CDSL circular for process to be followed for updating of PAN details on NSDLs / CDSL issuer portal and update the details latest by July 31, 2024. As per listed entity there is no such mismatch.

Management Comment: The Company had submitted its reply on 30.07.2024 through BSE Listing Centre mentioning that we have already updated the PAN details of Promoters and Promoter Groups along with Directors and Designated Persons for System Driven Disclosures under SEBI PIT Regulations and SAST Regulations. Further, in respect of aforesaid discrepancy, we wish to submit that we compared all the details (including Promoter Group/Non Promoter category) in System Driven Disclosures (with CDSL) with Shareholding Pattern and found that details are same and no such mismatch found between both details.

Pursuant to Section 138 of the Companies Act, 2013 and Companies (Accounts) Rules, 2014, the Board has reappointed M/s Sunil Chandra Goyal & Company, Chartered Accountants, Indore Firm Registration Number: 002658C, as Internal Auditors of the Company for the Financial Year 2024-25.

The Company is not required to maintain cost records and conduct the cost audit as prescribed under section 148(1) of the Companies Act 2013.

All contracts, arrangements and transactions entered by the Company with related parties during the financial year 2024-25 were in the ordinary course of business and on an arms length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties, which could be considered material, in accordance with the Companys Policy on dealing with Related Party Transactions ("RPT Policy"). Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

During the year under review, all related party transactions entered into by the Company were approved by the Audit Committee. Prior omnibus approval of the Audit Committee was also obtained for the transactions.

As required under the Indian Accounting Standards, related party transactions are disclosed in Note No. 42 forming part of other notes to the Financial Statements for the financial year ended March 31, 2025.

In accordance with the requirements of the Listing Regulations, the Company has adopted a Policy on Materiality of Related Party Transactions and the same has been placed on the website of the Company at http://www.tirupatistarch.com/wp-content/uploads/2025/06/Policy_on_Related_Party_Transactions.pdf

During the year under review, the Company, has neither given any loans nor provided any guarantees under Section 186 of the Companies Act, 2013 in compliance with the provisions of section 186 of the Companies Act, 2013. The Company has not made any fresh investment during the period under review; the details are given in Note No. 8 forming part of notes to financial statements for the financial year ended March 31, 2025.

The Company continues its policy of giving priority to energy conservation measures including regular review of energy conservation, consumption and effective control of utilization of energy.

The Corporate Social Responsibility ("CSR") Policy formulated by the CSR Committee and duly approved by the Board. The CSR Policy is available on the Companys website and can be accessed at: http://www.tirupatistarch.com/wp-content/uploads/2025/06/Corporate-Social-Responsibility-Policy.pdf

The CSR policy sets out the guiding principles for the CSR Committee, inter-alia, in relation to the activities to be undertaken by the Company, as per Schedule VII to the Act, CSR Governance and implementation, Composition of Committee and monitoring of CSR activities.

During the year, the total CSR obligation for the financial year 2024-25 was Rs. 25,86,974.90. The CSR obligation amount of Rs. 25,00,000.00 was transferred to M/s Manglayatan Charitable Trust and Rs. 86,974.90 was transferred to M/s Tirupati Starch Charitable Foundation (the Wholly-owned Subsidiary Company).

The Annual Report on CSR an activity as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure-IV to this Report.

Details of the composition of the CSR Committee and Meeting held during the year under review are disclosed in the Corporate Governance Report.

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 has mandated the formulation of certain policies for all listed companies. All the policies are available on our website (http:/ /www.tirupatistarch.com). The policies are reviewed periodically by the board and updated on need and new compliance requirement.

The information required under Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure-V.

Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, which form part of the Boards Report, are available for inspections at registered office during working hours and will be made available to any member on request, as per the provisions of Section 136(1) of the Companies Act 2013.

Management Discussion and Analysis Report, in terms of Regulation 34(2)(e) Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, are annexed as Annexure-VI with this report and shall form part of the Boards Report.

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a separate section on the Corporate Governance Report forms an integral part of this Report as Annexure-VII. The Company is in compliance with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of the Listing Regulations. A certificate from Practicing Company Secretary confirming compliance with corporate governance norms, as stipulated under the Listing Regulations, is annexed to the Corporate Governance Report as Annexure-VII(A).

Your Directors have adopted a Risk Management Policy for the Company. The Audit Committee and the Board of Directors of the Company reviewed the risks, if any, involved in the Company from time to time, and took appropriate measures to minimize the same. The Audit Committee ensures that the Policy for Risk Management is adopted across the Company in an inclusive manner. Policy is available on the Companys website and can be accessed at: http://tirupatistarch.com/wp-content/uploads/2016/08/RISK_MANAGEMENT_POLICY.pdf

The company has a Nomination, Remuneration and Evaluation Policy under section 178 of the Companies Act 2013 and available at website of the company at http://www.tirupatistarch.com/wp-content/uploads/2024/04/NOMINATION-REMUNERATION-AND-EVALUATION-POLICY.pdf

Pursuant to section 177(9) the Companies Act, 2013 and rules made there under, the company has established a Vigil Mechanism, which also incorporates a Whistle Blower Policy for directors and employees to report genuine concerns, to provide a framework to promote responsible and secure whistle blowing and its commitments to open communication. The Company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Company is committed to develop a culture in which every employee feels free to raise concerns about any poor or unacceptable practice and misconduct. During the year, no complaint was received and no person was denied access to the Audit Committee.

The Company has a proper internal control system, which provides adequate safeguards and effective monitoring of the transactions and ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition. The Audit Committee of the Company comprising majority of Independent Directors regularly reviews the audit plans, adequacy of internal control as well as compliance of accounting standards. Also the CFO has the responsibility for establishing and maintaining internal controls for financial reporting and that they also have the overall responsibility to evaluate the effectiveness of internal control systems of the company pertaining to financial reporting and they have to disclose to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify the deficiencies.

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has formulated and adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (Code of Fair Disclosure & Conduct) of the Company, and available at Companys website at http://www.tirupatistarch.com/wp-content/uploads/2025/08/Code_of_Practices_and_Procedures_for_Fair_ Disclosure_of_UPSI.pdf

The Board has also formulated and adopted Code of Conduct for Prohibition of Insider Trading (Code of Conduct) of the Company as prescribed under Regulation 9 of the said Regulations, and available at Companys website at http://www.tirupatistarch.com/wp-content/uploads/2025/08/Code_of_Conduct_pursuant_to_SEBI__PIT__ Regulations__2015.pdf

The Company has incorporated the below cited Wholly-owned Subsidiary Company as Section-8 Company of the Companies Act, 2013 during the year 2023-24 :

During the year under review, the Company has neither any joint ventures nor any associate company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("the Act") read with Companies (Accounts) Rules, 2014, a Statement containing the salient features of financial statements of the Subsidiaries in Form No. AOC-1 is attached as Annexure-VIII to this report.

Copy of the financial statements of the subsidiary company are also available on the Companys website at http:// www.tirupatistarch.com/subsidiary-company/ and copy of the same will be provided to shareholders upon their request.

During the year under review, the Company does not have holding company and no commission received by Directors of Company from the subsidiary company, therefore, disclosure under Section 197 (14) of the Companies Act, 2013 is not applicable.

During the year under review, the Company has complied with the provisions of applicable Secretarial Standards issued by Institute of Company Secretaries of India.

During the year under review, no order was passed by any Regulator(s), Court(s), Tribunal(s) that could affect the going concern status of the Company and the Company is operating in an efficient manner.

Your Company has neither invited nor accepted any deposit from the public during the year under review and hence directives issued by Reserve Bank of India and the provisions of Chapter V (Acceptance of Deposits by Companies) of the Companies Act, 2013 and rules framed there under are not applicable for the year.

However there are unsecured loans from Directors/Promoters/Promoter Group of the Company amounting to Rs. 2471.13 Lakh as on 31.03.2025, more clearly defined in Note No. 16 of the financial statements. The amount brought in by the Promoters of the Company is by way of unsecured loans in pursuance of the stipulation of lending bank.

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

There was no one time settlement of loan taken from Banks or any Financial Institutions. Hence, the difference in valuation does not arise.

During the year under review, the Company was not required to transfer any amount in the Investors Education and Protection Fund.

Your Company has framed and implemented a Policy on Sexual Harassment of Women at Workplace aiming at prevention of harassment of employees which lays down the guidelines for identification, reporting and prevention of undesired behavior. The Company had re-constituted the Internal Complaint Committee during the year under review which is formed under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint was lodged with the Internal Complaint Committee.

The details regarding complaints during the financial year under review are given as below: (a) Number of complaints of sexual harassment received in the year: NIL

(b) Number of complaints disposed off during the year: NIL (c) Number of cases pending for more than ninety days: NIL

The Company is covered under the provisions of the Maternity Benefit Act, 1961 and remains fully compliant with all applicable requirements of the said Act. During the financial Year under review, no woman employee availed maternity leave or claimed any benefits under the Act, as there was no such necessity or case reported during the year. The Company has established appropriate systems and policies to ensure that all eligible women employees are granted maternity benefits in accordance with the provisions of the Act, as and when the situation arises. The Company continues to remain committed to supporting the health, well-being, and rights of its women employees.

Your Company firmly believes that its success in the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and by the resolve to be a customer-centric organization which motivates the Companys Management to be aligned to deliver leading-edge building products backed with dependable after sales services. Your Company is committed to creating and maximizing long term value for shareholder and essentially follows a four pronged approach to achieve this end. a. By increasing all round operational efficiency, b. By identifying strategies that enhance its competitive advantage, c. By managing risks and pursuing opportunities for profitable growth d. By cementing relationships with other important stakeholder groups through meaningful engagement processes and mutually rewarding associations that enable it to create positive impacts on the economic, societal and environmental dimensions of the Triple Bottom Line.

Underlying this is also a dedication to value-friendly financial reporting that assures the shareholder and investor of receiving transparent and unfettered information on the Companys performance.

Your Company is providing E-voting facility under Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The details regarding e-voting facility is being given with the notice of the AGM Meeting.

Your Company adopted IND-AS with effect from 1 April, 2017 pursuant to Ministry of Corporate Affairs notification dated 16 February, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015. The Financial Statements which are part of the Annual Report are being prepared as per the Companies (Indian Accounting Standard) Rules, 2015.

Annual Listing Fee for the year 2025-26 has been paid to BSE Limited. The Annual Custodial Fees for the year 2025-26 has also been paid to National Depository & Securities Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The Companys shares are presently held in both electronic and physical modes.

During the year under review, your Directors do not observe any contract, arrangement and transaction which could result in a fraud; your Directors hereby take responsibility to ensure you that the Company has not been encountered with any fraud or fraudulent activity during the financial year 2024-25.

Companys Industrial relations continued to be healthy, cordial and harmonious during the period under review.

• The Company has taken Issuance in terms of SEBI Circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/ 2022/70 dtd. May 25, 2022. The Companys assets are adequately insured vide various Insurance Polices taken against losses, as considered necessary by the Management from time to time.

• The Company has appointed Company Secretary of the Company, as Designated Person for the purpose of declaration of beneficial interest in the shares of the Company pursuant to provision of Rule 9(4) of Companies (Management and Administration) Rules, 2014 as amended by MCA vide Notification dated 27th October, 2023.

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the Companys Bankers viz. State Bank of India & HDFC Bank Ltd., Financial Institutions, Shareholders, Dealers and Customers for their wholehearted and continued support, assistance and co-operation which had always been a source of strength for the Company. Without this appreciable support it would not have been possible for the company to stands in competitive market, therefore company seeks this support in future too.

Your Directors would also like to thank all their Shareholders for their continued faith in the company and expect the same in future.