Tirupati Starch & Chemicals Ltd Directors Report

To, The Members,

Tirupati Starch & Chemicals Limited Indore (M.P.)

Your Directors have pleasure in presenting the 40^th Annual Report together with Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31^st March, 2026. Further, in compliance with the Companies Act, 2013 and the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has made requisite disclosures in this Boards Report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.

1. FINANCIAL SUMMARY, STATE OF COMPANYS AFFAIRS AND CHANGE IN

NATURE OF BUSINESS:

1.1. Financial Highlights:

The highlights of the Standalone and Consolidated Financial Statements of the Company for the year ended 31^st March, 2026 are given below:

(Amount in Lakhs)

	Standalone	Consolidated
Particulars	F.Y. 2025-26	F.Y. 2024-25	F.Y. 2025-26	F.Y. 2024-25
1. Total Revenue	36599.12	39023.55	36599.12	39023.55
2. Total Expenses	35704.94	38005.29	35717.10	38006.14
3. Profit Before Tax	894.18	1018.26	882.02	1017.40
Tax Expenses
4. i. Current Tax	172.18	177.90	172.18	177.90
ii. Deferred Tax	63.96	86.62	63.96	86.62
5. Profit After Tax	658.04	753.74	645.88	752.89
6. Carried to Balance Sheet	658.04	753.74	645.88	752.89

1.2. State of Companys Affairs and Operations:

Standalone: During the Financial Year ended on 31^st March, 2026 the Companys total Revenue was Rs. 36599.12 Lakh as compared to the total Revenue of Rs. 39023.55 Lakh for the Financial Year ended 31^st March, 2025 and Company reported a Profit of Rs. 658.04 Lakh as compared to a Profit of Rs. 753.74 Lakh for the Financial Year ended on 31^st March, 2025.

Consolidated: During the Financial Year ended on 31^st March, 2026, the Companys total Revenue was Rs. 36599.12 Lakh as compared to the total Revenue of Rs. 39023.55 Lakh for the Financial Year ended 31^st March, 2025 and Company reported a Profit of Rs. 645.88 Lakh as compared to a Profit of Rs. 752.89 Lakh for the Financial Year ended on 31^st March, 2025.

The above financial statements for the financial year ended 31^st March, 2026, 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/

1.3. Change in nature of Companys Business:

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.

1.4. Operations and Future Outlook:

During the financial year under review, the Company operated in challenging demand environment, which is reflected in the decline in total revenue and profit as compared to the previous financial year. However, the Company continued to operate efficiently and maintained stable business operations. The Company has also taken steps to increase its production capacity and modernise its plant and machinery. These initiatives are aimed at improving efficiency, product quality and overall production in the coming years.

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. The management remains focused on improving operations, increasing efficiency and achieving better financial results in the coming years.

1.5. Revision in Financial Statements or Boards Report u/s 131(1) of the Companies Act, 2013:

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 and Section 134 of the Companies Act, 2013 and that no revision has been made during any of the three preceding financial years.

1.6. Material changes and commitment affecting the financial position of the Company:

No material changes and commitments affecting the financial position of the company occurred during the financial year ended as on 31^st March, 2026, to which the financial statements relates as on the date of this report.

2. SHARE CAPITAL:

2.1. Changes in Share Capital:

A. Authorized Capital:

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

As on 31^st March, 2026, 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.

B. Issued, Subscribed and Paid-up Share Capital:

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

As on 31^st March, 2026, 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 2025-26.

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 maintain adequate liquidity for the Companys operations and future requirements, the Board of Directors has decided not to recommend any dividend for the financial year 2025-26. The Board believes that retaining the profits in the business is in the best interest of the Company and will support its long-term stability and enhance shareholder value.

5. RESERVES:

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

6. DIRECTORS & KEY MANAGERIAL PERSONNEL:

6.1. Composition of Board & Key Managerial Personnel:

Directors and Key Managerial Personnel (KMP) of the Company as on 31^st March 2026:

Name	Category	Designation
1 Mr. Prakash Chandra Bafna	Executive Director	Chairman & Whole-Time Director
2 Mr. Amit Modi	Executive Director	Managing Director
3 Mr. Ramesh Chandra Goyal	Executive Director	Whole-Time Director
4 Mr. Yogesh Kumar Agrawal	Executive Director	Whole-Time Director
5 Mr. Ramdas Goyal	Non-Executive Director	Director
6 Mrs. Pramila Jajodia	Non-Executive Director	Director
7 Mrs. Shashikala Mangal	Non-Executive Director	Director
8 Mr. Ramesh Agrawal	Non-Executive Director	Independent Director
9 Mr. Akshat Garg	Non-Executive Director	Independent Director
10 Mr. Sagar Jajodia	Non-Executive Director	Independent Director
11 Mr. Yashwant Jain Nandecha	Non-Executive Director	Independent Director
12 Mr. Sandeep Agrawal	Non-Executive Director	Independent Director
13 Mrs. Arpita Garg	Non-Executive Director	Independent Director
14 Mr. Saransh Agrawal	Non-Executive Director	Independent Director
15 Mr. Rohit Mangal	KMP	Chief Financial Officer
16 Mr. Sourabh Vishnoi	KMP	Company Secretary

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

Name	Category	Designation
1 Mr. Prakash Chandra Bafna	Executive Director	Chairman & Whole-Time Director
2 Mr. Amit Modi	Executive Director	Managing Director
3 Mr. Ramesh Chandra Goyal	Executive Director	Whole-Time Director
4 Mr. Yogesh Kumar Agrawal	Executive Director	Whole-Time Director
5 Mr. Ramdas Goyal	Non-Executive Director	Director
6 Mrs. Pramila Jajodia	Non-Executive Director	Director
7 Mrs. Shashikala Mangal	Non-Executive Director	Director
8 Mr. Ramesh Agrawal	Non-Executive Director	Independent Director
9 Mr. Akshat Garg	Non-Executive Director	Independent Director
10 Mr. Yashwant Jain Nandecha	Non-Executive Director	Independent Director
11 Mr. Sandeep Agrawal	Non-Executive Director	Independent Director
12 Mrs. Arpita Garg	Non-Executive Director	Independent Director
13 Mr. Ankush Agrawal	Non-Executive Director	Independent Director
14 Mr. Saransh Agrawal	Non-Executive Director	Independent Director
15 Mr. Vipul Jajodia	Non-Executive Director	Independent Director
16 Mr. Rohit Mangal	KMP	Chief Financial Officer
17 Mr. Sourabh Vishnoi	KMP	Company Secretary

6.2. Change in Directors & Key-Managerial Personnel:

As on 31^st March, 2026, the Board of Directors comprises 14 (Fourteen) Directors including 7 (Seven) Independent Directors. The composition of the Board is in conformity with the provisions of the Act and Regulation 17 of the Listing Regulations.

During the year under review, following changes took place in the Directors and Key Managerial Personnel of the Company:

All appointments, re-appointments and changes in designation of Directors & Key Managerial Personnel detailed below were made based on the recommendations of the Nomination & Remuneration Committee of the Company.

? The Board of Directors at its Meeting held on 30.05.2025, re-appointed 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, subject to approval of Members in the Annual General Meeting and his appointment was also confirmed by the members of the Company in their 39^th Annual General Meeting held on 29^th August, 2025.

? The Board of Directors at its Meeting held on 30.05.2025, re-appointed Mr. Prakash Chandra 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 for his appointment as Chairman of the Company for the same term, subject to approval of Members in the Annual General Meeting and his appointment was also confirmed by the members of the Company in their 39^th Annual General Meeting held on 29^th August, 2025.

? The Board of Directors at its Meeting held on 30.05.2025, re-appointed 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. Subsequently, the Board at its Meeting held on 29.07.2025 has considered and approved change in designation of Mr. Ramdas Goyal, w.e.f. 30.08.2025 from Whole Time Director to Non-Executive Director of the Company, subject to approval of the Members in Annual General Meeting of the Company.

The Member of the company in their 39^th Annual General Meeting held on 29^th August, 2025, confirmed the re-appointment of Mr. Ramdas Goyal, 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.

? 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.

? The Board of Directors at its Meeting held on 10.06.2025, appointed Mrs. Arpita Garg (DIN: 11150564) 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 approval of the Members in Annual General Meeting of the Company and her appointment was also confirmed by the members of the Company in their 39^th Annual General Meeting held on 29^th August, 2025.

? The second consecutive term of 5 years of Mr. Nitin Kumar Gupta (DIN: 07260449) as Non-Executive Independent Director was completed on 30.09.2025 and he ceased his office as Non-executive Independent Director with effect from end of the day of 30.09.2025.

? The members of the Company in their 39^th Annual General Meeting held on 29^th August, 2025, appointed Mr. Saransh Agrawal (DIN: 11240010) as Non-executive Independent Director of the Company for a first term of 5 (five) consecutive years commencing from 01.10.2025 to 30.09.2030.

? Further, during the year under review Mr. Anurag Kumar Saxena, resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. 16^th March, 2026 and the Board of Directors at its Meeting held on 16^th March, 2026, appointed Mr. Sourabh Vishnoi, as Company Secretary & Compliance Officer of the Company w.e.f. 17^th March, 2026.

Mr. Rohit Mangal is serving as Chief Financial Officer and except above no change in Directors & Key-Managerial Personnel during the financial year under review.

Changes during the current Financial Year 2026-27

? Mr. Sagar Jajodia (DIN: 09582098) has resigned from the office of non-executive Independent Director of the Company w.e.f, 15^th May, 2026 due to personal/unavoidable circumstances and other professional commitments. Further the company also received confirmation that there is no other material reason other than as mentioned above for stepping down from the position of Independent Director of the Company.

? The Board in its meeting held on 15.05.2026, appointed Mr. Vipul Jajodia (DIN: 02994593), as an Additional Non-executive Independent Director of the Company for a first term of 5 (five) consecutive years commencing from 15.05.2026, subject to approval of Shareholders of the Company and his appointment was also confirmed by the members of the Company by passing Special Resolution through Postal Ballot, deemed to have been passed on 12^th August, 2026 (the last date specified for remote e-voting).

? The Members of the Company by passing Special Resolution through Postal Ballot, deemed to have been passed on 12^th August, 2026 (the last date specified for remote e-voting), appointed Mr. Ankush Agrawal (DIN: 05271524) as Non-executive Independent Director of the Company for a first term of 5 (five) consecutive years commencing from 14.08.2026 to 13.08.2031.

? The Members of the Company by passing Special Resolution through Postal Ballot, deemed to have been passed on 12^th August, 2026 (the last date specified for remote e-voting), appointed Mr. Lata Garg (DIN: 11836438) as Non-executive Independent Director of the Company for a first term of 5 (five) consecutive years commencing from 01.10.2026 to 30.09.2031.

? Mrs. Arpita Garg (DIN: 11150564) has resigned from the office of non-executive Independent Director of the Company w.e.f, 14^th August, 2026 due to pre-occupations with other personal/professional commitments. Further the company also received confirmation that there is no other material reason other than as mentioned above for stepping down from the position of Independent Director of the Company.

? In accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, an Independent Director shall not hold office for more than two consecutive terms. Mr. Ramesh Agrawal (DIN: 07599354) is currently serving his second consecutive term as an Independent Director of the Company, which will expire on 30.09.2026. Consequently, he shall cease to hold office as an Independent Director of the Company with effect from the close of business hours on 30.09.2026.

Further, 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. 5, 6,7 and 8.

? To confirm the Re-appointment of Mr. Yogesh Kumar Agrawal (DIN: 00107150) as Whole-time Director of the Company for the further period of 3 years w.e.f. 01.01.2027

? To confirm the Re-appointment of Mr. Ramesh Chandra Goyal (DIN: 00293615) as Whole-time Director of the Company for the further period of 3 years w.e.f. 28.06.2027

? To approve Re-appoint Mr. Yashwant Jain Nandecha (DIN: 09646541) as an Independent Director of the company for the Second term of 5 consecutive years w.e.f. 07.07.2027

? To approve Re-appointment Mr. Sandeep Agrawal (DIN: 09648527) as an Independent Director of the company for the Second term of 5 consecutive years w.e.f. 07.07.2027;

6.3 Retirement by rotation and subsequent re-appointment:

In accordance with the requirements of the Act and the Companys Articles of Association, Mrs. Pramila Jajodia (DIN: 01586753) and Mr. Yogesh Kumar Agrawal (DIN: 00107150) 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.

6.4 Independent Directors:

All Independent Directors of the Company have submitted declarations confirming compliance with the criteria of independence under Section 149(6) of the Act, Rules thereunder, and Regulation 16(1)(b) of the Listing Regulations. Pursuant to Regulation 25(8), they have also 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 on these disclosures, the Board confirms that the Independent Directors meet all criteria of independence, are entirely independent of management, and have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

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 IICA.

All Independent Directors have either passed or exempted from the online proficiency self-assessment test conducted by IICA, except Mr. Sagar Jajodia and Mrs. Arpita Garg, who have since ceased to be Independent Directors of the Company following their resignations.

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

7. MEETINGS:

7.1. Board:

During the year under review, 7 (Seven) 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.

7.2. Committees:

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.

7.3. Independent Director Meeting and details of Familiarization Programme:

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 14^th February, 2026. 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/2026/04/Familiarization_policy_and_details_of_Programmes_imparted_to_Indep endent_Directors_till_31.03.2026.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_person nel___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 and Chief Financial Officer 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 2025-26 was placed before the Board of Directors of the company at its meeting held on 29^th May, 2026 and is enclosed as Annexure-II.

10. DIRECTORS RESPONSIBILITY STATEMENT:

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 31^st March, 2026, 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 31^st March, 2026 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 31^st March 2026 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/.

12. AUDITORS & THEIR REPORTS:

12.1. Statutory Auditors & Statutory Auditors Report:

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 Harish Khandelwal

& Co., Chartered Accountants, Indore (Firm Registration Number 004116C) was appointed as the Statutory Auditors of the Company to hold office from the conclusion of 39^th Annual General Meeting till the conclusion of the 44^th Annual General Meeting of the Company to be held in the year 2030 (From the F.Y, 2025-26 to 2029-30) at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Statutory Auditors.

The M/s Harish Khandelwal & Co., Chartered Accountants, have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

Explanation to Auditors Remarks

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.

12.2. Secretarial Auditors & Secretarial Audit Report:

In terms of the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time and pursuant to the recommendations of the Audit Committee, M/s P. S. Tripathi & Associates, Company Secretaries, Indore (COP No.-5358), was appointed as the Secretarial Auditor of the Company of the Company for the audit of five consecutive financial year i.e. from 2025-26 to 2029-30 at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Secretarial Auditors.

The Secretarial Auditors have confirmed that they are not disqualified for continuing as the Secretarial Auditors of your Company

The Secretarial Auditor of the Company has submitted their Report (Form MR-3) for financial Year 2025-26 and the same is annexed as Annexure-III with this Report.

A qualification, reservation and adverse remark is given in the Secretarial Audit Report for the Financial Year ended on 31^st March, 2026 and the Boards comments on such qualification, reservation and adverse remark, so given in the Secretarial Audit Report, are as under:

The listed entity has provided all the required disclosure(s) under the SEBI LODR Regulations, 2015 within the time limits prescribed thereunder, except delay in one disclosure.

Management Comment: The Company inadvertently omitted the reporting of one pending litigation matter under the Integrated Governance filing of the SEBI (LODR) Regulations, 2015 due to an inadvertent oversight. However as soon as the omission came to the knowledge, the Company promptly took corrective action and disclosed the matter in the subsequent Integrated Governance Report/filing. The Company has also strengthened its internal compliance review mechanism to ensure timely disclosures and avoid recurrence of such instances.

12.3. Internal Auditors:

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 2025-26.

12.4. Cost Record and/or Cost Audit:

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.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED

PARTIES U/S 188 OF THE COMPANIES ACT, 2013:

All contracts, arrangements and transactions entered by the Company with related parties during the financial year 2025-26 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 31^st March, 2026.

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

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION

186 OF THE COMPANIES ACT, 2013:

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 31^st March, 2026.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO: 15.1. Conservation of Energy:

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.

Particulars	Details
1. Steps taken or impact on conservation of energy	We produce Biogas from steep Liquor which is used for drying Gluten. This helps us is saving Fuel in Gluten Dryer.
2. The steps taken by the Company for utilizing alternate sources of energy	We are planning for Procurement of electricity from Solar Energy in near future.
3. Capital investment on energy conservation equipment	NA

15.2. Technology Absorption:

Particulars	Details
1. Efforts made towards technology absorption	NA
2. Benefits derived as a result of the above efforts	NA
Details of technology imported during last three years:	NA
The details of technology imported	NA
3. The year of Import	NA
Whether the technology been fully absorbed	NA
If not fully absorbed, areas where absorption has not taken place	NA
The Expenditure incurred on Research & Development	NA

15.3. Foreign Exchange Earnings and Outgo:

Details of foreign exchange earnings and outgo are as follows:

Particulars	Amount
1. Value of imports calculated on C.I.F. basis by the company during the financial year in respect of Raw Materials -	Nil
Components and spare parts	USD 50,380 (In INR 51.80 Lacs)
Capital Goods	Nil
2. Expenditure in foreign currency during the financial year on account of royalty, know-how, professional and consultation fees, interest and other matters;	Nil
3. Total value if all imported raw materials, spare parts and components consumed during the financial year and the total value of all indigenous raw materials, spare parts and components similarly consumed and the percentage of each to the total consumption	Nil
4. The amount remitted during the year in foreign currencies on account of dividends with a specific mention of the total number of non-resident shareholders, the total number of shares held by them on which the dividends were due and the year to which the dividends related;	Nil
Earnings in foreign exchange classified under the following heads, namely:-Export of goods	(In USD 67025) INR 59.36 Lakh
Export Incentive	INR 0.80 Lakh
5. TOTAL	INR 60.16 Lakh
Royalty, know-how, professional and consultation fees,	Nil
Interest and dividend	Nil
Other income, indicating the nature thereof	Nil

16. CORPORATE SOCIAL RESPONSIBILTY:

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/2026/04/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 2025-26 was Rs. 25,75,897.23. The CSR obligation amount of Rs. 25,75,897.23 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.

17. POLICIES:

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.

Name of the Policy	Brief Description	Web Link
Nomination Remuneration and Evaluation Policy	This policy formulates the criteria for determining qualifications, positive attributes, independence of the Directors and recommends to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees	http://www.tirupatistarch.com/wp- content/uploads/2024/04/NOMINATI ON-REMUNERATION-AND- EVALUATION-POLICY.pdf
Policy for determining Materiality of event	The policy applies for disclosures of material events affecting company and its associates.	http://www.tirupatistarch.com/wp- content/uploads/2025/08/Policy-on- Determination-of-Materiality-for-

 

Name of the Policy	Brief Description	Web Link
Policy on Document Preservation	The policy outlines that the Company intends to safeguard significant documents and preserve them to ensure durability of documents including documents in electronic form.	Disclosure-of-Events-or- Information.pdf http://tirupatistarch.com/wp- content/uploads/2016/08/Policy-on- Documents-Preservation.pdf
Related Party Transactions Policy Whistle Blower and Vigil Mechanism Policy	The policy regulates all transactions between the Company and its related parties. The policy outlines the whistleblower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct and ethics.	http://www.tirupatistarch.com/wp- content/uploads/2025/06/Policy_on_Re lated_Party_Transactions.pdf http://www.tirupatistarch.com/wp- content/uploads/2023/02/Vigil_mechan ismWhistle_Blower_policy.pdf
Policy on prevention of Sexual Harassment at Workplace	The policy that the Company provides an equal employment opportunity and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment.	http://www.tirupatistarch.com/wp- content/uploads/2026/06/Policy-On- Prevention-Of-Sexual-Harassment-At- Workplace-1.pdf
Risk Management Policy	The policy that builds a strong risk management culture to better understand a risk profile and to better manage the uncertainties.	http://tirupatistarch.com/wp- content/uploads/2016/08/RISK_MAN AGEMENT_POLICY.pdf
Policy for Determining Material Subsidiaries	The policy is to determine material subsidiaries of Tirupati Starch & Chemicals Limited	http://www.tirupatistarch.com/wp- content/uploads/2023/05/Policy-on- determining-Material-Subsidary.pdf

18. PARTICULARS OF EMPLOYEES:

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.

19. GOVERNANCE/SECRETARIAL:

19.1. Management Discussion and Analysis Report:

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.

19.2. Corporate Governance:

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).

19.3. Risk Management:

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

19.4. Nomination, Remuneration and Evaluation Policy

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

19.5. Vigil Mechanism:

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.

19.6. Adequacy of Internal Financial Controls with reference to the Financial Statements:

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.

19.7. Code of Fair disclosure of Unpublished Price Sensitive Information and Code of Conduct under SEBI (Prohibition of Insider Trading) Regulations, 2015:

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

20. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

It is hereby informed that the Company does not have any Joint Ventures and Associates companies; further following is the particulars of details of Subsidiary:

Name of Address of the Company Tirupati Starch Charitable Foundation	CIN/GLN	Holding/ Subsidiary/ Associates	% of Shares Held	Applicable Section
01. Address: Village Sejwaya, Ghata Billod, Dehri Ghata Billod, Dhar, (MP), 454773 IN	U86909MP202 3NPL065100	Subsidiary	100%	Section 2 (87) (ii)

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 is 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.

21. COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY

COMPANY:

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.

22. DISCLOSURE REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL

STANDARDS:

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

23. ORDER(S) PASSED BY REGULATOR(S), COURT(S), TRIBUNAL(S) IMPACTING

THE GOING CONCERN STATUS OF THE COMPANY:

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.

24. DEPOSITS:

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 and Inter-corporate loans amounting to Rs. 2457.03 Lakh as on 31.03.2026, 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.

25. APPLICABILITY & PROCEEDING PENDING UNDER INSOLVENCY &

BANKRUPTCY ACT, 2016 & THERE STATUS:

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

26. DIFFERENCE IN VALUATION DONE AT ONE TIME SETTLEMENT AND

VALUATION DONE WHILE TAKING LOAN FROM BANKS & FINANCIAL INSTITUTIONS:

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

27. TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND:

During the year under review, the Company was not required to transfer any amount in the

Investors Education and Protection Fund.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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 reconstituted 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:

PARTICULARS
1. Number of complaints of sexual harassment received in the year	NIL
2. Number of complaints disposed off during the year;	NIL
3. Number of cases pending for more than ninety days	NIL

29. STATEMENT WITH RESPECT TO COMPLIANCE OF THE PROVISIONS

RELATING TO MATERNITY BENEFIT ACT 1961:

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.

30. ENHANCING SHAREHOLDER VALUE:

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.

31. PROVISION OF VOTING BY ELECTRONIC MEANS:

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.

32. INDIAN ACCOUNTING STANDARDS (IND AS) IFRS CONVERGED STANDARDS:

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.

33. PAYMENT OF LISTING FEE AND DEPOSITORY FEE:

Annual Listing Fee for the year 2026-27 has been paid to BSE Limited. The Annual Custodial Fees for the year 2026-27 has also been paid to National Depository &Securities Limited

(‘NSDL) and Central Depository Services (India) Limited (‘CDSL).

34. DEMATERIALISATION:

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

35. DISCLOSURE OF FRAUDS IN THE BOARDS REPORT U/S 143 OF THE

COMPANIES ACT, 2013:

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 2025-26.

36. INDUSTRIAL RELATIONS:

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

37. OTHER DISCLOSURES:

? 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 27^th October, 2023.

38. ACKNOWLEDGEMENTS:

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.

	For and on behalf of the Board
	Tirupati Starch & Chemicals Limited
	Sd/-	Sd/-
	Amit Modi	Prakash Chandra Bafna
Place: Indore	Managing Director	Chairman & Whole-Time Director
Date: 14.08.2026	DIN: 03124351	DIN: 00107070