Directors Report of Tirupati Forge Ltd.

Mar 31, 2025

The Board of Directors takes pleasure in presenting their 13^th Annual Report on the business and operations of the Company, together with the audited financial statements for the Financial Year (F.Y.) ended March 31,2025.

1. FINANCIAL PERFORMANCE:

The Audited Standalone Financial Statements of your Company as on 31^st March, 2025, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulations") and the provisions of the Companies Act, 2013 (âAct").

(Amount in Lakhs.)
F.Y. 2024-25			F.Y. 2023-24
1.	Revenue from Operations	11498.30	11,000.15
2.	Other Income	131.34	92.44
3.	Total Revenue	11629.64	11,092.59
4.	Cost of Materials Consumed	6,148 28	6,530.81
5.	Purchase of traded goods	71661	749.65
6.	(Increase) in inventories of finished goods, work-in-progress and scrap	(241.38)	(462.95)
7.	Employees Benefit Expenses	632.49	483.98
8.	Finance Costs	164.53	131.24
9.	Depreciation and Amortization Expenses	437.01	345.47
10.	Other Expenses	2,720.31	2,420.90
11.	Total Expenses	10,577.85	10,199.10
12.	Profit Before Tax	1051.79	893.49
	Tax Expenses
	Current Tax	268.03	222.97
	Deferred Tax	(1.78)	6.31
13.	Total Tax Expenses	266.25	229.28
14.	NET PROFIT FOR THE YEAR	785.54	664.21
15.	Other Comprehensive Income	-	-
16.	Total Comprehensive Income for the Year attributable to equity holders	785.54	664.21
	Earnings Per Share	0.74	0.67

i The standalone financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS).

2. OPERATIONAL RESULTS AND STATE OF COMPANYâS AFFAIRS:

The Highlights of Companyâs performance for the year ended on March 31,2025: [In Lakhsl

During the financial year under review, the Company achieved a 4.84% growth in revenue from operations, which stood at Rs. 11,629.64 Lakhs as compared to Rs. 11,092.59 Lakhs in the previous financial year.

Total expenses increased to Rs. 10,577.85 Lakhs during the year from Rs. 10,199.10 Lakhs in the prior year, reflecting a disciplined approach to cost management while supporting business growth.

The Profit before Exceptional Items, Extraordinary Items, and Tax improved to Rs. 1,051.79 Lakhs, compared to Rs. 893.49 Lakhs recorded in the previous financial year, demonstrating enhanced operational efficiency

The Company reported a net profit of ?785.54 lakhs for the year under review, reflecting a good increase of approximately 18.24% compared to ?664.21 lakhs in the previous year.

Correspondingly, the Earnings per Share (EPS) improved to Rs. 0.74 for the financial year, as against Rs. 0.67 in the previous year, reflecting the Company''s consistent focus on delivering value to its shareholders.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the Company during the financial year ended 31^stMarch 2025.

4. DIVIDEND:

For the year under review, for furtherance of business and to meet day-to-day operational recommend any dividend for the F.Y.2025-26.

5. DIVIDEND DISTRIBUTION POLICY:

As per the provisions of Regulation 43A of the Securities and Exchanges Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulations"), as amended, the Company is not required to formulate and disclose its Dividend Distribution Policy. However, for better governance practices, the Board of Directors (the "Board") of Tirupati Forge Limited (the "Company") had approved the Company''s Dividend Distribution Policy. The Dividend Distribution Policy is attached as Annexure I, which form part of this Annual Report and s also available on the website of the Company at

https:/AiVww.tirupatiforae.com/file/Dividend%20Distribution%20Policv.pdf.

6. INVESTOR EDUCATION AND PROTECTION FUND flEPR:

During the year under review, there were no instances incurred pursuant to which Company would required to transfer any amount to Investor Education and Protection Fund. Hence no reporting under this is required.

7. TRANSFER TO RESERVE:

During the year under review, there was no amount transferred to any of the reserves by the Company. You may refer notes to the financial statements of the company.

8. SUBSIDIARIES/JOINT VENTURES/ASSOCIATES:

The Company does not have Subsidiary, Joint Venture and Associate Company as on 31^stmarch, 2025.

9. LISTING:

â¢ Your Comnanv is listed at National Stock Exchanae of India Limited:

Stock Exchange where	Scrip Symbol /
Tirupati shares are listed	Code
National Stock Exchange of India Ltd.	TIRUPATIFL

â¢ Your Company has paid the requisite Annual Listing Fees to National Stock Exchange of India Limited), where its securities listed.

10. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY. HAVING OCCURRED SINCE THE END OF THE YEAR AND UNTIL THE DATE OF THE REPORT:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between March 31, 2025, and the date of this Report.

However, the following event has occurred which are as under:

The company will commence its 4.8 MW solar power project in the first quarter of FY26, which is expected to positively impact its financial position by reducing energy costs, generating additional revenue from surplus power, and benefiting from government subsidies and interest concessions.

11. SHARE CAPITAL:

Authorized, subscribed, paid-up share capital of the company as on 31^st March, 2025 are as per the following:

â¢ Authorised Share Capital:

The Authorised capital of the Company is Rs. Rs. 26,50,00,000/- (Rupees Twenty-Six Crores Fifty Lacs Only) comprising of 13,25,00,000 (Thirteen Crores Twenty-Five Lacs) equity shares of Rs. 2/- (Rupees Two Only) as on 31^st March 2025.

During the year under review, Authorised Share Capital of the company increased from Rs. 24,00,00,000/- (Rupees Twenty-Four Crores Only) comprising of 12,00,00,000 (Twelve Crore) equity shares of Rs. 2/- (Rupees Two Only) each to Rs. 26,50,00,000/- (Rupees Twenty-Six Crores Fifty Lacs Only) comprising of 13,25,00,000 (Thirteen Crores Twenty-Five Lacs) equity shares of Rs. 2/- (Rupees Two Only) each by passing ordinary resolution at the Extra Ordinary General Meeting of the Company held on Saturday, November 16, 2024.

â¢ Issued. Subscribed. Paid up Share Capital:

The issued, subscribed and fully paid-up share capital of the Company is Rs. 23,65,60,000 (Rupees Twenty-Three Crore Sixty-Five Lakh Sixty Thousand Only), divided into 11,82,80,000 (Eleven Crore Eighty-Two Lakh Eighty Thousand) equity shares of Rs. 2/- each. As on 31.03.2025

During the year under review, the Board of Directors, at its meeting held on Thursday, October 17,2024, approved the raising of the Company''s share capital by approving the proposal to create, offer and issue 1,46,00,000 (One Crore Forty-Six Lakh) equity shares of face value Rs. 2/- each at an issue price of Rs. 32/- per share (including a premium of Rs. 30/- per share) to the non-promoters of the Company (hereinafter referred to as the "Proposed Allottees/lnvestorsâ), and further approved to create, offer and issue

1,17,60,000 (One Crore Seventeen Lakh Sixty Thousand) convertible warrants having face

value of Rs. 2/- each at an issue price of Rs. 32/- per warrant (including a premium of Rs. 30/- per warrant) on a preferential basis to the promoters and non-promoters of the Company.

Subsequently, the shareholders of the Company, at the Extraordinary General Meeting (EGM) held on Saturday, November 16, 2024, approved the proposed preferential allotment.

Further, the Board of Directors, at their meeting held on Wednesday, January 16, 2025, allotted the 1,46,00,000 (One Crore Forty-Six Lakh) equity shares of face value Rs. 2/- each at an issue price of Rs. 32/- per share (including a premium of Rs. 30/- per share) to the non-promoters and 1,17,60,000 (One Crore Seventeen Lakh Sixty Thousand) convertible warrants having face value of Rs. 2/- each at an issue price of Rs. 32/- per warrant (including a premium of Rs. 30/- per warrant) on a preferential basis to the promoters and non-promoters of the Company.

Accordingly, the issued, subscribed, and fully paid-up share capital of the Company increased from Rs. 20,73,60,000 (Rupees Twenty Crore Seventy-Three Lakh Sixty Thousand Only), divided into 10,36,80,000 (Ten Crore Thirty-Six Lakh Eighty Thousand) equity shares of Rs. 2/- each, to Rs. 23,65,60,000 (Rupees Twenty-Three Crore Sixty-Five Lakh Sixty Thousand Only), divided into 11,82,80,000 (Eleven Crore Eighty-Two Lakh Eighty Thousand) equity shares of Rs. 2/- each.

"Subsequent after the closure of the financial year, the Company allotted 10,00,000 (Ten Lakh) equity shares to Mr. Hiteshkumar Gordhanbhai Thummar by way of conversion of warrants. As a result, the paid-up share capital of the Company increased from Rs.

23.65.60.000 (Rupees Twenty-Three Crore Sixty-Five Lakh Sixty Thousand Only), divided into

11.82.80.000 (Eleven Crore Eighty-Two Lakh Eighty Thousand) equity shares of Rs. 2/- each, to Rs. 23,85,60,000 (Rupees Twenty-Three Crore Eighty-Five Lakh Sixty Thousand Only), divided into 11,92,80,000 (Eleven Crore Ninety-Two Lakh Eighty Thousand) equity shares of Rs. 2/- each."

â¢ Details of Equity Shares and convertible warrants issued bv wav of Preferential Issue:

During the year under review, the Board of Directors, at its meeting held on Thursday, October 17,2024, approved the raising of the Companyâs share capital by approving the proposal to create, offer and issue 1,46,00,000 (One Crore Forty-Six Lakh) equity shares of face value Rs. 2/- each at an issue price of Rs. 32/- per share (including a premium of Rs. 30/- per share) to the non-promoters of the Company (hereinafter referred to as the âProposed Allottees/lnvestors"), and further approved to create, offer and issue

1.17.60.000 (One Crore Seventeen Lakh Sixty Thousand) convertible warrants having face value of Rs. 2/- each at an issue price of Rs. 32/- per warrant (including a premium of Rs. 30/- per warrant) on a preferential basis to the promoters and non-promoters of the Company.

Subsequently, the shareholders of the Company, at the Extraordinary General Meeting (EGM) held on Saturday, November 16, 2024, approved the proposed preferential allotment.

Further, the Company has received the full amount of ?2,40,00,000/- (Rupees Two Crore Forty Lakhs only), representing 75% of the total consideration towards the conversion of warrants, from Mr. Hiteshkumar Gordhanbhai Thummar, a promoter of the Company. Accordingly, the Board has passed the necessary resolution for the allotment of 10,00,000 (Ten Lakh) equity shares of the Company to Mr. Hiteshkumar Gordhanbhai Thummar pursuant to the conversion of warrants into equity shares, in accordance with the applicable provisions of the Companies Act, 2013, and the rules made thereunder, as well as the terms of issue of warrants approved earlier.

12. CREDIT RATING:

For Financial year 2024-25, Credit rating is not applicable to the company.

13. Listing of Securities with Stock Exchange:â¢ Issue and Listed of Securities:

There has been one instances occurred in the year 2024-25 for requirement of listing of Securities with Stock exchange. Therefore, listed capital of the company is same at the end of 31^st march, 2025.

Listed Shares on Exchange

Face Value

Listed Capital after listing of Securities

14600000

(Issued through preferential Issue)

(The Listed Capital as mentioned above has been admitted b the stock exchange after the year end on 31/03/2025.)

Rs. 2/-

118280000

(The Listed Capital as mentioned above has been taken effect after the year end on 31/03/2025.)

14. MANAGEMENT:â¢ DIRECTORS

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors draws fine balance of business acumen and independent judgment on Board''s decisions. The Board comprised of 6 (Six) Directors as at 31^st March 2025, details of which are tabled below:

Sr. Name of Directors Designation Directors No. Identification Number (DIN)
1.	Mr. Hiteshkumar G. Thummar	Chairman & Managing Director	02112952
2.	Mr. Bhavesh T. Barasiya	Whole Time Director	05332180
3.	Mrs. Darshna H. Thummar	Non-Executive & Non Independent Director	07869257
4.	Mrs. Jagruti Nitinkumar Erda	Independent Director	09680025
5.	Ms. Smita Sachin Ravani	Independent Director	10695275
6.	Mr. Anand Mohan Shrivastava	Independent Director	08684010

> In accordance with the provisions of Companies Act, 2013, Shri. Bhaveshbhai Tulsibhai Barasiya, Whole-time Director [DIN: 05332180] shall liable to retire by rotation at the ensuing 13^thAnnual General Meeting of the Company and being eligible, offer herself for re-appointment. The Board hereby recommends her re-appointment for approval of shareholders in the ensuing Annual general Meeting. Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2, the detailed information of the director being appointed is provided as an Annexure of the Notice of Annual General Meeting.

> The Company has received declarations from all the directors and with reference to that; there was no disqualification of any Director pursuant to Section 164 (2) of the Companies Act, 2013.

> In terms of Regulation 25(8) of the Listing Regulations, they 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 Act and Regulation 16 (1) (b) of the Listing Regulations and that they are independent of the management. In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors is liable to retire by rotation. They have

complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

> In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have confirmed that they have included their names in the data bank with the Indian institute of corporate Affairs.

> In the opinion of Board, Independent Directors fulfill the conditions specified in Companies Act, 2013 read with schedules and rules thereto as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Independent Directors are independent of management.

> The Company has a Code of Conduct for the Directors and Senior Management Personnel. This Code is a comprehensive code applicable to all Directors and members of the Senior Management. A copy of the Code has been put on the Companyâs website www.Tirupatiforae.com

> The Code has been circulated to all the Members of the Board and Senior Management Personnel and they have affirmed compliance of the same.

> The shareholders of the Company at their 12^th AGM held on Friday, September 27, 2024, based on the recommendations of the Board of Directors, Nomination and Remuneration Committee and considering the expertise of Mr. Bhavesh T. Barasiya (DIN: 05332180) in the Companyâs business and his exceptional performance, had approved remuneration as the Whole-time Director of the Company up to limit of Rs. 3,00,000/- (Rs. Three Lacs Only) per month as whole-time director in the company.

â¢ KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 2 (51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following have designated as the Key Managerial Personnel of the company:

Sr. No.	Name of Directors	Designation	Directors Identification Number (DIN)
1.	Mr. Hiteshkumar G. Thummar	Chairman &Managing Director	02112952
2.	Mr. Bhavesh T. Barasiya	Whole Time Director	05332180
3.	Mr. Atul L. Natu	Chief Financial Officer	-
4.	Mr. Milan Sakhiya	Company secretary and compliance officer	-

> During the year under review, Ms. Chanchal Kumari had resigned as a Company Secretary and Compliance Officer of the Company at w.e.f closure of business hour of 06^th September, 2024.

> Pursuant to the recommendation of Nomination and Remuneration Committee, the Board at its meeting held on September 8^th, 2024 approved appointment of Mr. Milan P. Sakhiya as Company Secretary and Compliance Officer of the Company w.e.f. September 10^th, 2024.

15. MEETINGS OF THE BOARD:

The Meetings of the Board are held at regular intervals to discuss, deliberate and decide on various business policies, strategies, governance, financial matters and other businesses. During the year under review, the Board of Directors met 14 times. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards - 1 (SS-1) issued by the Institute of Company Secretaries of India and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For details, please refer to the report on corporate governance, which forms part of this Annual Report in the form of Annexure-ll.

â¢ COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope in terms of the provisions of the Companies Act, 2013 & SEBI (LODR) Regulations 2015 read with rules framed thereunder:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Corporate Social Responsibility Committee

â¢ Stakeholders'' Relationship Committee

â¢ Complaints Committee for Sexual Harassment Complaints Redressal

Details of composition, terms of reference and number of meetings held for respective committees given in the Report on Corporate Governance, which forms a part of this Annual Report as Annexure-ll. During the year under review, the Board has accepted all recommendations made by the various committees.

â¢ MEETING OF INDEPENDENT DIRECTORS:

In terms of requirements of Schedule IV of the Companies Act, 2013, The Independent Directors of your Company meet before the Board Meetings without the presence of the Executive Chairman or the Managing Director or other Non-Independent Director or Chief Financial Officer or any other Management Personnel. The Independent Directors of the Company met separately on to inter alia review the performance of Non-Independent Directors (including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of information between the Management and the Board. All the Independent directors were attended the meeting.

â¢ FAMILIARISATION PROGRAMME FOR INDEPENDENT PI RECTORS/NON-EXECUTIVE DIRECTORS:

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement. Executive Directors and Senior Management provide an overview of the operations and familiarize the new Non-Executive Directors on matters related to the Company''s values and commitments. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates. The Director is also explained in detail the Compliance required from him/her under the Companies Act, 2013, the Listing Regulations and other relevant regulations and affirmation taken with respect to the same.

Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various familiarization

programmes for its Directors including review of Industry Outlook at the Board Meetings, Regulatory updates at Board and Audit Committee Meetings covering changes with respect to the Companies Act, 2013, Listing Regulations, Taxation and other matters. Presentations on Internal Control over Financial Reporting, Operational Control over Financial Reporting, Prevention of Insider Trading Regulations, Framework for Related Party Transactions, Plant Visit, Meeting with Senior Executive(s) of your Company, etc. Pursuant to Regulation 46 of the Listing Regulations.

The details required are available on the website of your Company at https://www.tirupatiforge.com/file/lndependent%20Director%20Familiarisation%20prog ramme.pdf

16. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION:

The Company has framed a Nomination and Remuneration Policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

The Nomination and Remuneration Policy Policy has been placed on the website of the Company at

http://www.tirupatiforge.com/file/Nomination%20and%20Remuneration%20Committee_

tirupati.pdf.

We affirm that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company.

The salient features of the Policy are described as per below:

a) Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel:

1. The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel and Senior Management personnel and recommend to the Board for his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

3. In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company to enable the Board to discharge its function and duties effectively.

b) Policy on remuneration of Directors, KMP and Senior Management Personnel:

The Companyâs remuneration policy is driven by the success and performance of Directors, KMP and Senior Management Personnel vis-a-vis the Company. The Companyâs philosophy is to align them with adequate compensation so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Company follows mixed pay of fixed, benefits and performance based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration paid by the Company are within the salary scale approved by the Board and Shareholders.

The details of remuneration paid during the financial year 2025-26 to the Directors of the Company is provided in notes forming part of Financial Statements and given in the Annexure-ll- Report on corporate Governance, which also part of the Annual report.

17. CODE FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information, which has been available on the Company''s website at https://www.tirupatiforae.com/file/lnsider%20Tradina%20Policv Tirupati.pdf.

18. POLICY ON BOARD DIVERSITY:

The Nomination and Remuneration committee has framed a policy for Board Diversity, which lays down the criteria for appointment of Directors on the Board of your Company and guides organizationâs approach to Board Diversity.

Your Company believes that, Board diversity basis the gender, race, age will help build diversity of thought and will set the tone at the top. It is, therefore, imperative that the Board consists of individuals who together offer an optimal mix of skills, experiences and backgrounds. The Board of Directors is responsible for review of the policy from time to time. Policy on Board Diversity has been placed on the Companyâs website at https://www.tirupatiforae.com/file/Board-Diversitv-%20Policv.pdf.

19. POLICY FOR DETERMINATION OF MATERIALITY OF ANY EVENT/ INFORMATION:

This policy requires the Company to make disclosure of events or information, which are material to the Company as per the requirements of Regulation 30 of the Listing Regulations. Policy has been placed on the Companyâs website at

https://www.tirupatiforae.com/file/Materialitv%20Event Tirupati.pdf

20. POLICY FOR DETERMINING MATERIAL SUBSIDIARIES:

The policy is used to identify material subsidiaries of the Company and to provide a governance framework for such material subsidiaries. Policy on determining Material Subsidiaries has been placed on the Companyâs website at

https://www.tirupatiforae.com/file/material-subsidiaries.pdf

21. CODE OF CONDUCT:

The Board of your Company has laid down two separate Codes of Conduct, one for all the Board Members and the other for Employees of the Company. This Code is the central policy document, outlining the requirements that the employees working for and with the Company must comply with, regardless of their location. Policy on code of conduct has been placed on the Company''s website at

https://www.tirupatiforge.com/file/Code%20of%20Conduct%20for%20Diretors%20and%20Senior%20 Management_Tirupati.pdf

22. ARCHIVAL POLICY:

As per the policy, the events or information which has been disclosed by the Company to the Stock Exchanges pursuant to Regulation 30 of the Listing Regulations shall be hosted on the website of the Company for a period of 5 years from the date ofhosting.

a. ANNUAL EVALUATION OF DIRECTORS. BOARD AND COMMITTEE PERFORMANCE

In line with Corporate Governance of the company, the Board generally performs the major roles such as give directions in the form of strategic decisions, provide control and support through advice to the management of the company. It becomes imperative to evaluate the performance of the board as they are perform their duties on behalf of stakeholders and protection of their interest is supremacy of any organization.

Further, the Board always emphasis the requirements of an effective Board Evaluation process and accordingly conducts the Performance Evaluation every year in respect of the following:

i. Board of Directors as a whole.

ii. Committees of the Board of Directors.

iii. Individual Directors including the Chairman of the Board of Directors.

Board Evaluation helps to identify areas for potential adjustment and provides an opportunity to remind directors of the importance of group dynamics and effective board and committee processes in fulfilling board and committee responsibilities.

The Main object of performance evaluation defined as per the below:

1. Improving the performance of Board towards corporate goals and objectives.

2. Assessing the balance of skills, knowledge and experience on the Board.

3. Identifying the areas of concern and areas to be focused for improvement.

4. Identifying and creating awareness about the role of Directors individually and collectively as Board.

5. Building Teamwork among Board members.

6. Effective Coordination between Board and Management.

7. Overall growth of the organization.

Performance evaluation of the Board based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance of Executive Directors, succession planning, strategic planning, etc.

Performance evaluation of Committees based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc.

The meeting of Independent Directors held separately to evaluate the performance of non-independent Directors, performance of the board as a whole and performance of the Chairman, taking into account the views of Executive Directors and Non-Executive Director. The same was discussed in the Board Meeting that followed the meeting of the independent directors, at which the performance of the Board, its Committee sand Individual Directors was also discussed. The entire board, excluding the independent director being evaluated, did performance evaluation of Independent Directors.

23. REMUNERATION OF DIRECTORS AND EMPLOYEES:

Pursuant to Section 134(3)(q) and Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended March 31,2025 and forming part of the Directors'' Report for the said financial year is provided in âAnnexure-IMâ.

24. PARTICULARS OF EMPLOYEES:

The Company has no employee who is in receipt of remuneration of Rs. 8,50,000/- per month or Rs. 1,02,00,000/- per annum and hence the Company is not required to give information under sub Rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed and there were no material departures;

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit of the Company for that period;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis;

e. They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System including Internal Financial Controls, commensurate with the size, scale and complexity of its operations as approved by the Audit Committee and the Board. The Company maintains a system of internal controls designed to provide reasonable assurance regarding:

â¢ Effectiveness and efficiency of operations.

â¢ Adequacy of safeguards for assets.

â¢ Reliability of financial controls.

â¢ Compliance with applicable laws and regulations.

The Company recognizes that the Internal Financial Controls cannot provide absolute assurance of achieving financial, operational and compliance reporting objectives because of its inherent limitations. In addition, projections of any evaluation of the Internal Financial Controls to future periods are subject to the risk that the Internal Financial Controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Further, the Internal Financial Control framework is under constant supervision of Audit Committee, Board of Directors and Independent Statutory Auditors. During the year, no reportable material weakness in the design or operations was observed. The stakeholder may refer to the Audit report for comment on internal control system and their adequacy.

27. Frauds reported bv the Auditor:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in Directorâs Report.

28. PUBLIC DEPOSITS

During the year under review, the Company has not accepted deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. The stakeholders may refer notes to the financial statements and audit report part of this report.

29. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIES PROVIDED:

The Company have not given any loans, made investments, given guarantees, or provided securities, directly or indirectly, to any person or body corporate during the year under review pursuant to the provisions of Section 186 of Companies Act, 2013. Further, it has not acquired by way of subscription, purchase or otherwise, the securities of any other body corporate and thus disclosures under Section 186 not required. The stakeholders may refer notes to the financial statements in this regard.

The Company has not advanced any loan to any of its Directors or any other person in whom the Director is interested or given any guarantee or provided any security in connection with any loan taken by him/her in terms of Section 185 of the Companies Act, 2013.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

> Your board of directors informs that the Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal

course of business and at arm''s length as part of its philosophy of adhering to highest ethical standards, transparency and accountability.

> There were no materially significant related party transactions with the Promoters, Directors and Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

> The Particulars of contracts, arrangements with related parties entered in ordinary course of business and on armâs length basis referred to in Section 188 (1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as an Annexure-IV to this Board Report.

> In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. A policy on related party transactions has been placed on the Companyâs website at http://www.timDatiforae.com/fiie/ Reiated%20Partv%20Transaction Tirupati.pdf. Member may refer to note no. 32 and 33 to the standalone and consolidated financial statement respectively, which sets out related party disclosures pursuant to IND AS-24.

> Pursuant to Regulation 23(9) of SEBI Listing Obligation and Disclosure Requirements] Rules, 2015, your Company has filed the reports on related party transactions with the Stock Exchange [National Stock Exchange of India Limited].

31. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL1 ACT. 2013:

Your Company is committed to promote a safe and professional work environment that fosters teamwork, diversity and trust across. Your Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Your Company has constituted its Internal Complaints Committees, set up to redress complaints received in regards to sexual harassment at workplace.

During the year under review, no complaints with allegations of sexual harassment were received as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are as stated below:

(A) Conservation of energy-

Your Company is committed to sustainable business practices by contributing to environment protection and considers energy conservation as one of the strong pillars of preserving natural resources. This also helps in reducing carbon footprint across all its operations and improve the bottom-line under our âMission Sustainabilityâ.

(i) The steps taken or impact on conservation of energy:-

The Company applies strict control system to monitor day-to-day power consumption in an effort to save energy. The Company ensures optimal use of energy with minimum extent of wastage as far as possible.

(ii) The steps taken by the company for utilizing alternate sources of energy;

The Company has not taken any step for utilizing alternate source of energy.

(iii) The capital investment on energy conservation equipment;

During the year under review, the Company has not made any capital investment on energy conservation equipment.

(B) Technology absorption-

Your Company is committed towards technology driven innovation and inculcating an innovation driven culture within the organization. Your Company continued to work on advanced technologies, upgrade of existing technology and capability development in the critical areas for current and future growth.

(i) The efforts made towards technology absorption;

The Company has not made any special effort towards technology absorption. However, company has always prepared for update its factory for new technology.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not applicable

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year: Not applicable

(iv) The details of technology imported: Not applicable

(v) The year of import: Not applicable

(vi) Whether the technology been fully absorbed: Not applicable

(vii) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not applicable

(viii) The expenditure incurred on Research and Development- Not applicable

(C) Foreign exchange earnings and Outgo-		[In Lakh]
Particulars	F.Y. 2024-25	F.Y. 2023-24
Foreign Exchange Earnings	7,030.61/-	5,824.77/-
Foreign Exchange Outgo	977.16	733.24/-

33. RISK MANAGEMENT:

The Company is exposed to various potential risks like Economical Risk, Compliance Risk, Operational Risk, Environmental Risk and Financial Risk. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. If any weaknesses identified in the process of review, the same are addressed to strengthen the internal controls, which are also revised at frequent intervals.

The elements of risk as identified by the Company with the impact and mitigation strategy are set out in the Management Discussion and Analysis Report.

The Risk Management Policy has been placed on the website of the Company at https://www.tirupatiforqe.com/file/Risk%20Mqnaqemenf%20Pollcv Tirupati.pdf

34. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BROWSER PLOICY FOR DIRECTORS AND EMPLOYEES:

As per the provisions of Section 177 (9) and (10) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a vigil mechanism through which employees and business associates may report unethical behavior, wrong doing, malpractices, fraud, violation of Companyâs code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal.

The Audit Committee reviews the functioning of the Vigil Mechanism from time to time. None of the Directors or employees has been denied access to the Audit Committee of the Board.

The Policy provides that the Company investigates such reported matters in an impartial manner and takes appropriate action to ensure that requisite standards of confidentiality, professional and ethical conduct are always upheld. During the FY 2024-25, no complaint received under Whistle Blower Policy.

The policy on vigil mechanism of the company is also available on the website of the company

https://www.tirupatiforge.com/file/Vigil%20Mechanism_Whistle%20Blower_Tirupati.pdf.

35. MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS:

There were no significant and material Orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status and Company''s operations in future.

36. ANNUAL RETURN:

Pursuant to the provision of Section 134(3(a) and Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for F.Y. 2024-25 is uploaded on the website of the Company at www.tiruDatiforae.com.

37. AUDITORS:A. STATUTORY AUDITORS:

> M/s Kamlesh Rathod & Associates, Chartered Accountants (Firm Registration No. 117930W) were appointed as statutory auditor of the company for the first term to hold office for a period of 5 years starting from conclusion of 10^th Annual General Meeting until the conclusion of the 15^th Annual General Meeting of the company to be held in the year of 2027.

> The Statutory Auditors M/s Kamlesh Rathod & Associates, Chartered Accountants, [ICAI Firm Registration No. 124872W] have issued their reports on Financial Statements for the year ended March 31,2024. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditors'' Report are selfexplanatory and do not call for any further comments.

> As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

> Pursuant to Section 141 of the Act, the Auditors have represented that they are not disqualified and eligible to act as the Auditor of the Company and not taken up any prohibited non-audit assignments for the Company.

B. INTERNAL AUDITOR:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, during the year under review the Internal Audit of the functions and activities of the Company was undertaken by M/s. M. B. SARDHARA & ASSOCIATES (FRN: 127974W & Membership No: 120837), the Internal Auditors of the Company. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditors.

The Board of Directors of the Company has re-appointed M/s. M. B. SARDHARA & ASSOCIATES (FRN: 127974W & Membership No: 120837) to conduct the Internal Audit as per Rule 13 of the Companies (Accounts) Rules, 2014 prescribed under Section 138 of the Companies Act, 2013 for the financial year 2025-26 to 2027-28 .

C. SECRETARIAL AUDITOR

1) The form MGT-14 for resolution passed on 27th September 2024 was not filed till 31st March 2025.

2) Form IEPF-2 was not filed by the Company.

3) The Remuneration of cost audit was not ratified by the Share Holder.

The Management clarifies following

1. The Company has already filed the Form MGT-14 for the resolution passed on 27th September 2024. The said form was filed on 10th June 2025, and the delay was unintentional.

2. The non-filing of Form IEPF-2 was due to certain technical issues and an inadvertent oversight. It was not a willful default on the part of the Company. The Company is taking necessary corrective steps and shall ensure that the form is filed at the earliest possible opportunity. Suitable measures are being implemented to avoid such occurrences in the future.

3. The appointment of the Cost Auditor for the Financial Year 2024-25 was made on 26th September 2024, which was after the issuance of the AGM notice for the previous year. Accordingly, the resolution for ratification of Cost Auditor''s remuneration was included in the current yearâs AGM held on 5th August 2025

Further, The observation mentioned in the Annual Secretarial Compliance Report by the Secretarial Auditor has already been addressed and duly clarified by the management. The clarification has also been incorporated in the said Annual Secretarial Compliance Report itself.

Pursuant to the circular issued by the SEBI dated 8^th February, 2019, Secretarial Auditor has issued the âAnnual Secretarial Compliance Report" for the year ended 31^st March, 2025, and the same was submitted to the stock exchanges in time.

Further, pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (LODR)2015, the Board of the Company at its meeting held on 04^th July, 2025, has recommended to appointed Mr. CS Piyush Jethva [ICSI Membership No.: F6377] [Proprietor], Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2025-26.

E. COST AUDITOR

As per the provisions of Section 148 of the Companies Act, 2013, and the rules made thereunder, the cost audit is applicable to our Company, and accordingly, the Board of Directors has approved the appointment of M/s. Mitesh Suvagiya & Co, Cost Accountants, Rajkot, as the Cost Auditors to conduct the cost audit for the financial year 2024-25.

38. SECRETARIAL STANDARDS:

Your Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34(2) (e) of SEBI (LODR) Regulations is presented in a separate section as Annexure-VI forming part of the Annual Report.

40. CORPORATE GOVERNANCE:

At Tirupati Forge, we are committed to continuously evolving and adhering to the highest standards of corporate governance. We believe that sound governance practices are not only essential for enhancing long-term shareholder value but also play a vital role in safeguarding the rights and interests of minority shareholders. We view it as our core responsibility to ensure timely, transparent, and accurate disclosure of all material information concerning the Companyâs operations, financial performance, leadership, and governance framework.

In accordance with the requirements under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance forms an integral part of this Annual Report. This report outlines the governance practices, board structure, committee functions, and compliance measures adopted by the Company during the year under review.

Additionally, a certificate issued by Mr. Piyush Jethva, a Practicing Company Secretary, confirming the Company''s compliance with the conditions of corporate governance as stipulated under the SEBI Listing Regulations is annexed to this Report. The detailed Corporate Governance Report is attached herewith as Annexure II.

41. Corporate Social Responsibility;

In accordance with the provisions of the Companies Act, 2013, the Board has constituted a Corporate Social Responsibility ("CSR") Committee. Details of composition and meetings of the committee along with terms of reference is part of corporate governance report as Annexure-ll.

During the financial year 2024-25, the Company fulfilled its CSR obligation in compliance with the provisions of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR obligation for the year amounted to ?19,54,501 /-. Against this, the Company spent ^1,86,315/- during the year and adjusted an excess amount of ?1,06,732.37/- carried forward from the previous year, thereby meeting the total CSR requirement. The Annual Report on CSR activities undertaken during the year, prepared in accordance with the applicable provisions is annexed as Annexure-VII to this Report. The Company has successfully completed its CSR obligation for the financial year 2024-25.

Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY 2024-25 have been used for the purpose and in the manner approved by the Board of the Company.

The CSR policy is available on the website of the Company at https://www.tiruDatiforae.com/file/Corporate%20Social%20Responsibilitv%20Policv Tirupati%20Forae%20Limt ed.pdf

42. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR1:

Pursuant to Regulation 34 (2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Business Responsibility and Sustainability Report (âBRSR") for the year ended 31^st March, 2024 is not applicable to the company.

43. GENERAL DISCLOSURE:

The Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events related to these items during the financial year under review:

1. There was no revision made in Financial Statements or the Board''s Report of the Company;

2. The Company has not come up with any Right issue, Qualified Institutional Placement, Issue of Employee Stock Options, Issue of Sweat Equity Shares, Issue of Debentures, issue of Bonds etc.

3. Issue of equity shares with differential rights as to dividend, voting or otherwise;

4. Made any change in voting rights;

5. Suspension of trading of equity shares of the Company;

6. One time settlement of loan obtained from the Banks or Financial Institutions;

7. No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016 was made against the Company during the financial year under review nor are there any pending proceedings for the same.

44. APPRECIATION AND ACKNOWLEDGEMENTS:

We thank our employees, core contributors to our goodwill and growth, for their dedicated efforts and unwavering commitment in achieving our shared goals and helping us to navigate every challenge.

The Directors likes to take this opportunity to thanks Shareholders, customers, vendors, dealers, suppliers, Bankers, government authorities for the support, encouragement and their confidence in the management during the year.

Mar 31, 2024

The Board of Directors takes pleasure in presenting their 12^th Annual Report on the business and operations of the Company, together with the audited financial statements for the Financial Year (F.Y.) ended March 31,2024.

1. FINANCIAL PERFORMANCE:

The Audited Standalone Financial Statements of your Company as on 31^st March, 2024, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulations") and the provisions of the Companies Act, 2013 (âAct").

fAmnnnt in Irtish¹

Sr. No.	Particulars	F.Y. 2023-24	F.Y. 2022-23
1.	Revenue from Operations	11,000.15	9,202.98
2.	Other Income	92.44	180.89
3.	Total Revenue	11,092.59	9,383.87
4.	Cost of Materials Consumed	6,530.81	4,760.16
5.	Purchase of traded goods	749.65	151.76
6.	(Increase) in inventories of finished goods, work-in-progress and scrap	-462.95	248.19
7.	Employees Benefit Expenses	483.98	431.58
8.	Finance Costs	131.24	107.27
9.	Depreciation and Amortization Expenses	345.47	270.77
10.	Other Expenses	2,420.90	2,151.43
11.	Total Expenses	10,199.10	8,121.16
12.	Profit Before Tax	893.49	1,262.71
	Tax Expenses
	Current Tax	222.97	334.22
	Deferred Tax	6.31	-14.37
13.	Total Tax Expenses	229.28	319.85
14.	NET PROFIT FOR THE YEAR	664.21	942.86
15.	Other Comprehensive Income	-	-
16.	Total Comprehensive Income for the Year attributable to equity holders	664.21	942.86
	Earnings Per Share	0.67	0.96

i The standalone financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS).

2. OPERATIONAL RESULTS AND STATE OF COMPANYâS AFFAIRS:

The Highlights of Company''s performance for the year ended on March 31,2024: [In Lakhs]

Revenue Earned 11 cnn nn		1 Ann	Profit Before Tax
		1200
11,000.00		1200	_
11,000.00		1000
10,500.00		1000
10,500.00		800	\_u
1 n nnn nn		800
Â±u,uuu.uu		600
9,500.00		600
9,500.00		400
9,000.00 o tznn nn		400
		²â
		²â
OjJOU.UU Revenue Â¦ 2022-23 Â¦ 2023-24		PBT Â¦ 2022-23 Â¦ 2023-24

1 nnn	Profit After Tax	1 T	Earning Per Share
onn		1
onn
oUu		n a
600 400 ²⁰⁰ II 0 â â PAT		U.o
		⁰⁶ l\|	Â¦
		â 1
		Â°: II i	1
	Â¦ 2022-23 Â¦ 2023-24	Â°: II i	EPS Â¦ 2022-23 12023-24

During the financial year under review, the Company''s revenue from operations increased by 18.20% to Rs. 11,092.59/- as compared to Rs. 9,383.87/- in the previous financial year.

â¢ Total Expenses has increased from Rs. 8,121.16/- of previous financial year to Rs. 10,199.10/- of the reporting financial year.

â¢ Profit before exceptional & extra-ordinary items and tax decreased from Rs. 1,262.71 /-of previous F.Y. 2022-23 to Rs. 893.49/-of the reporting financial year.

â¢ Tirupati recorded Net Profit of Rs. 664.21 /- for the year, against profit Rs. 942.86/- of previous F.Y. 2022-23. ¹

3. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the Company during the financial year ended 31^stMarch 2024.

4. DIVIDEND:

For the year under review, for furtherance of business and to meet day-to-day operational activities, your Board of Directors has decided to plough back of profit and does not recommend any dividend for the F.Y. 2023-24.

5. DIVIDEND DISTRIBUTION POLICY:

As per the provisions of Regulation 43A of the Securities and Exchanges Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ), as amended, the Company is not required to formulate and disclose its Dividend Distribution Policy. However, for better governance practices, the Board of Directors (the âBoardâ) of Tirupati Forge Limited (the âCompany") had approved the Companyâs Dividend Distribution Policy. The Dividend Distribution Policy is attached as Annexure I, which form part of this Annual Report and s also available on the website of the Company at https://www.tiruDatiforae.com/file/Dividend%20Distribution%20Policv.pdf.

6. INVESTOR EDUCATION AND PROTECTION FUND flEPFI:

7. TRANSFER TO RESERVE:

During the year under review, there was no amount transferred to any of the reserves by the Company. You may refer notes to the financial statements of the company.

8. SUBSIDIARIES/JOINT VENTURES/ASSOCIATES:

The Company does not have Subsidiary, Joint Venture and Associate Company as on 31^st march, 2024.

9. LISTING:

â¢ Your Company is listed at National Stock Exchange of India Limited:

Stock Exchange where	Scrip Symbol /
Tirupati shares are listed	Code
National Stock Exchange of India Ltd.	TIRUPATIFL

â¢ Your Company has paid the requisite Annual Listing Fees to National Stock Exchange of India Limited), where its securities listed.

10. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY. HAVING OCCURRED SINCE THE END OF THE YEAR AND UNTIL THE DATE OF THE REPORT:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between March 31,2024, and the date of this Report.

However, the following event has occurred which are as under:

> Mr. Sachin Praful Ravani (DIN: 07874835) ceased as Independent Directors w.e.f. 31^st July, 2024. The Board placed on its record the deep appreciation for valuable services and guidance provided by them during the tenure of their Directorship.

11. SHARE CAPITAL:

Authorised, subscribed, paid-up share capital of the company as on 31^st March, 2024 are as per the following:

â¢ Authorised Share Capital:

During the year under review, Authorised Share Capital of the company increased from 20,00,00,000 [Rupees Twenty Crore Only] divided into 10,00,00,000 (Ten Crore only) Equity Shares of Rs. 2/- (Rupees Two Only) each to 24,00,00,000 [Rupees Twenty Four Crore Only] divided into 12,00,00,000 (Twelve Crore only) Equity Shares of Rs. 2/- (Rupees Two Only) each by passing ordinary resolution at the Extra Ordinary General Meeting of the Company held on 27th December, 2023.

â¢ Issued. Subscribed. Paid up Share Capital:

During the year under review, the Company passed Board Resolution for issue of equity shares by way of preferential issue as per provisions of the Companies Act, 2013 (âthe Actâ)on 27^th November, 2023 and Special resolution at the Extra Ordinary General meeting held on 27^th December, 2023. The Board of Directors has approved the allotment at its meeting held on 06^th February 2024.

Accordingly, The issued, subscribed and fully paid-up Ordinary Share Capital of the Company has increased from Rs. 19,60,00,000 (Rupees Nineteen Crore Sixty Lakh Only), divided into 9,80,00,000 (Nine Crore Eighty Lakh Only) Equity Shares of Rs. 2/- (Rupees Two Only) each to Rs. 20,73,60,000 (Rupees Twenty Crore Seventy Three Lakh Sixty Thousand Only), divided into 10,36,80,000 (Rupees Ten Crore Thirty Six Lakh Eighty Thousand Only)Equity Shares of Rs. 2/- (Rupees Two Only) each.

â¢ Details of Equity Shares issued bv wav of Preferential Issue:

During the year under review, the company has approved raise of share capital of Rs. 7,10,00,000/-(Rupees Seven Crore Ten Lakh Only) crores through issue of 56,80,000 equity shares by way of preferential issue at a price of Rs. 12.50/- per shares to the Allotees mentioned as per the follow:

No.

Details of ProDosed Allottees

Number of Shares

Status

Price

per

Total

Consideration

Ultimate

Beneficial owner

Hitesh

Thummar

3,60,000

Individual

12.50

45,00,000/-

Hitesh

Thummar

02	Bhargavi Thummar	4,60,000	Individual	12.50	57,50,000/-	Bhargavi Thummar
03	Chetna Thummar	4,60,000	Individual	12.50	57,50,000/-	Chetna Thummar
04	Alliance Securities	44,00,000	Partnership Firm	12.50	5,50,00,000/-	Alpesh Bhimjibhai Mendpara (Partner) and Ritesh Parsotambhai Vekaria (Partner)
		56,80,000			7,10,00,000/-

12. CREDIT RATING:

For Financial year 2023-24, Credit rating is not applicable to the company.

13. Listing of Securities with Stock Exchange:

â¢ Issue and Listed of Securities:

There has been one instances occurred in the year 2023-24 for requirement of listing of Securities with Stock exchange. Therefore, listed capital of the company is same at the end of 31^st march, 2024.

Listed Shares on Exchange

Face Value

Listed Capital after listing of Securities

56,80,000

(Issued through preferential Issue)

(The Listed Capital as mentioned above has been admitted b the stock exchange after the year end on 31/03/2024.)

Rs. 21-

20,73,60,000

(The Listed Capital as mentioned above has been taken effect after the year end on 31/03/2024.)

14. MANAGEMENT:

â¢ DIRECTORS

Sr. No.	Name of Directors	Designation	Directors Identification Number (DIN)
1.	Mr. Hiteshkumar G. Thummar	Chairman & Managing Director	02112952

2.	Mr. Bhavesh T. Barasiya	Whole Time Director	05332180
3.	Mrs. Darshna H. Thummar	Non-Executive & Non Independent Director	07869257
4.	Mrs. Jagruti Nitinkumar Erda	Independent Director	09680025
5.	Mr. Sachin P. Ravani	Independent Director	07874835
6.	Mr. Anand Mohan Shrivastava	Independent Director	08684010

> In accordance with the provisions of Companies Act, 2013, Smt. Darshna Hiteshbhai Thummar, Non-Executive Director [DIN: 07869257] shall liable to retire by rotation at the ensuing 12^thAnnual General Meeting of the Company and being eligible, offer herself for re-appointment. The Board hereby recommends her re-appointment for approval of shareholders in the ensuing Annual general Meeting. Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2, the detailed information of the director being appointed is provided as an Annexure of fhe Notice of Annual General Meeting.

> The Company has received declarations from all fhe directors and with reference to that; there was no disqualification of any Director pursuant to Section 164 (2) of the Companies Act, 2013.

> In terms of Regulation 25(8) of the Listing Regulations, they 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 Act and Regulation 16 (1) (b) of the Listing Regulations and that they are independent of the management. In accordance with the provisions of fhe Companies Act, 2013, none of the Independent Directors is liable to retire by rotation. They have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

> In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended. Independent Directors of the Company have confirmed that they have included their names in the data bank with the Indian institute of corporate Affairs.

> The Code has been circulated to all the Members of the Board and Senior Management Personnel and they have affirmed compliance of the same.

> The shareholders of the Company at their 11^th AGM held on 15^th September, 2023, based on the recommendations of the Board of Directors, Nomination and Remuneration Committee and considering the expertise of Mr. Bhavesh T. Barasiya (DIN: 05332180) in the Company''s business and his exceptional performance, had approved remuneration as the Whole-time Director of the Company up to limit of Rs. 3,00,000/- (Rs. Three Lacs Only) per month as whole-time director in the company.

â¢ KEY MANAGERIAL PERSONNEL:

Sr. No.	Name of Directors	Designation	Directors Identification Number (DIN)
1.	Mr. Hiteshkumar G. Thummar	Chairman &Managing Director	02112952
2.	Mr. Bhavesh T. Barasiya	Whole Time Director	05332180
3.	Mr. Atul L. Natu	Chief Financial Officer	"
4.	Ms. Chanchal Kumari	Company secretary and compliance officer	"

> During the year under review, Mr. CS Vivek M. Moliya had resigned as a Company Secretary and Compliance Officer of the Company at w.e.f closure of business hour of September 30,2023.

> Pursuant to the recommendation of Nomination and Remuneration Committee, the Board at its meeting held on December 26, 2023 approved appointment of Ms. Chanchal Kumari as Company Secretary and Compliance Officer of the Company w.e.f. December 26, 2023.

15. MEETINGS OF THE BOARD:

. COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Corporate Social Responsibility Committee

â¢ Stakeholders'' Relationship Committee

â¢ Complaints Committee for Sexual Harassment Complaints Redressal

Details of composition, terms of reference and number of meetings held for respective committees given in the Report on Corporate Governance, which forms a part of this Annual Report as Annexure-II. During the year under review, the Board has accepted all recommendations made by the various committees.

â¢ MEETING OF INDEPENDENT DIRECTORS:

â¢ FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS/NON-EXECUTIVE DIRECTORS:

Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various familiarization programmes for its Directors including review of Industry Outlook at the Board Meetings, Regulatory updates at Board and Audit Committee Meetings covering changes with respect to the Companies Act, 2013, Listing Regulations, Taxation and other matters, Presentations on Internal Control over Financial Reporting, Operational Control over Financial Reporting, Prevention of Insider Trading Regulations, Framework for Related Party Transactions, Plant Visit, Meeting with Senior Executive(s) of your Company, etc. Pursuant to Regulation 46 of the Listing Regulations.

The details required are available on the website of your Company at https://www.tirupatiforge.com/file/lndependent%20Director%20Familiarisation%20programme.pdf

16. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION:

The Nomination and Remuneration Policy Policy has been placed on the website of the Company at http://www.tirupatiforge.com/file/Nomination%20and%20Remuneration%20Committee_tirupati.pdf.

We affirm that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company.

The salient features of the Policy are described as per below:

a) Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel:

2. A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

b) Policy on remuneration of Directors, KMP and Senior Management Personnel:

The Companyâs remuneration policy is driven by the success and performance of Directors, KMP and Senior Management Personnel vis-a-vis the Company. The Company''s philosophy is to align them with adequate compensation so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Company follows mixed pay of fixed, benefits and performance based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration paid by the Company are within the salary scale approved by the Board and Shareholders.

The details of remuneration paid during the financial year 2023-24 to the Directors of the Company is provided in notes forming part of Financial Statements and given in the Annexure-ll- Report on corporate Governance, which also part of the Annual report.

17. CODE FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information, which has been available on the Company''s website at https://www.tiruDatiforae.com/file/lnsider%20Trcidina%20Policv Tirupati.pdf.

18. POLICY ON BOARD DIVERSITY:

Your Company believes that. Board diversity basis the gender, race, age will help build diversity of thought and will set the tone at the top. It is, therefore, imperative that the Board consists of individuals who together offer an optimal mix of skills, experiences and backgrounds. The Board of Directors is responsible for review of the policy from time to time. Policy on Board Diversity has been placed on the Companyâs website at https://www.tirupatiforae.com/file/Board-Diversitv-%20Policv.Ddf.

19. POLICY FOR DETERMINATION OF MATERIALITY OF ANY EVENT/ INFORMATION:

This pplicy requires the Cempany tp make disclasure of events or information, which are material to the Company as per the requirements of Regulation 30 of the Listing Regulations. Policy has been placed on the Companyâs website at https://www.tirupatiforae.com/file/Materialitv%20Event Tirupati.pdf

20. POLICY FOR DETERMINING MATERIAL SUBSIDIARIES:

21. CODE OF CONDUCT:

22. ARCHIVAL POLICY:

a. ANNUAL EVALUATION OF DIRECTORS. BOARD AND COMMITTEE PERFORMANCE

Further, the Board always emphasis the requirements of an effective Board Evaluation process and accordingly conducts the Performance Evaluation every year in respect of the following:

i. Board of Directors as a whole.

ii. Committees of the Board of Directors.

iii. Individual Directors including the Chairman of the Board of Directors.

The Main object of performance evaluation defined as per the below:

1. Improving the performance of Board towards corporate goals and objectives.

2. Assessing the balance of skills, knowledge and experience on the Board.

3. Identifying the areas of concern and areas to be focused for improvement.

4. Identifying and creating awareness about the role of Directors individually and collectively as Board.

5. Building Teamwork among Board members.

6. Effective Coordination between Board and Management.

7. Overall growth of the organization.

23. REMUNERATION OF DIRECTORS AND EMPLOYEES:

Pursuant to Section 134(3) (q) and Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended March 31, 2024 and forming part of the Directors'' Report for the said financial year is provided in âAnnexure-IHâ.

24. PARTICULARS OF EMPLOYEES:

The Company has no employee who is in receipt of remuneration of Rs. 8,50,000/- per month or Rs.l ,02,00,000/- per annum and hence the Company is not required to give information under sub Rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed and there were no material departures;

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of

the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for that period;

d. The annual accounts have been prepared on a going concern basis;

e. They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

â¢ Effectiveness and efficiency of operations.

â¢ Adequacy of safeguards for assets.

â¢ Reliability of financial controls.

â¢ Compliance with applicable laws and regulations.

27. Frauds reported bv the Auditor:

28. PUBLIC DEPOSITS

29. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIES PROVIDED:

The Company has not advanced any loan to any of ifs Directors or any other person in whom the Director is interested or given any guarantee or provided any security in connection with any loan taken by him/her in terms of Section 185 of the Companies Act, 2013.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

> Your board of directors informs that the Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm''s length as part of its philosophy of adhering to highest ethical standards, transparency and accountability.

> In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. A policy on related party transactions has been

placed on the Company''s website at httD://www.tiruDatiforae.com/file/ Related%20Partv%20Transaction Tirupati.Ddf.

Member may refer to note no. 32 and 33 to the standalone and consolidated financial statement respectively, which sets out related party disclosures pursuant to IND AS-24.

31. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL1 ACT. 2013:

Your Company has constituted its Internal Complaints Committees, set up to redress complaints received in regards to sexual harassment at workplace.

During the year under review, no complaints with allegations of sexual harassment were received as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are as stated below:

(A) Conservation of energy-

(i) The steps taken or impact on conservation of energy:-

(ii) The steps taken by the company for utilizing alternate sources of energy;

The Company has not taken any step for utilizing alternate source of energy.

(iii) The capital investment on energy conservation equipment;

During the year under review, the Company has not made any capital investment on energy conservation equipment.

(B) Technology absorption-

(i) The efforts made towards technology absorption;

The Company has not made any special effort towards technology absorption. However, company has always prepared for update its factory for new technology.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not applicable

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year: Not applicable

(iv) The details of technology imported: Not applicable

(v) The year of import: Not applicable

(vi) Whether the technology been fully absorbed: Not applicable

(vii) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not applicable

(viii) The expenditure incurred on Research and Development- Not applicable

[ln Lakhl

Particulars	F.Y. 2022-23	F.Y. 2023-24
Foreign Exchange Earnings	6,949.88/-	5,824.77/-
Foreign Exchange Outgo	1,374.63/-	733.24/-

33. RISK MANAGEMENT:

The elements of risk as identified by the Company with the impact and mitigation strategy are set out in the Management Discussion and Analysis Report.

The Risk Management Policy has been placed on the website of the Company at https://www.tirupatiforae.com/file/Risk%20Manaqemen1%20Policv Tirupati.pdf

34. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BROWSER PLOICY FOR DIRECTORS AND EMPLOYEES:

As per the provisions of Section 177 (9) and (10) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a vigil mechanism through which employees and business associates may report unethical behavior, wrong doing, malpractices, fraud, violation of Company''s code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal.

The Audit Committee reviews the functioning of the Vigil Mechanism from time to time. None of the Directors or employees has been denied access to the Audit Committee of the Board.

The Policy provides that the Company investigates such reported matters in an impartial manner and takes appropriate action to ensure that requisite standards of confidentiality, professional and ethical conduct are always upheld. During the FY 2023-24, no complaint received under Whistle Blower Policy.

The policy on vigil mechanism of the company is also available on the website of the company https://www.tirupatiforge.com/file/Vigil%20Mechanism_Whistle%20Blower_Tirupati.pdf.

35. MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS:

There were no significant and material Orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status and Company''s operations in future.

36. ANNUAL RETURN:

Pursuant to the provision of Section 134(3(a) and Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for F.Y. 2023-24 is uploaded on the website of the Company at www.tirupatiforae.com.

37. AUDITORS:

A. STATUTORY AUDITORS:

> M/s Kamlesh Rathod & Associates, Chartered Accountants (Firm Registration No. 117930W) were appointed as statutory auditor of the company for the first term to hold office for a period of 5 years starting from conclusion of 10^th Annual General Meeting until the conclusion of the 15^thAnnual General Meeting of the company to be held in the year of 2027.

> The Statutory Auditors M/s Kamlesh Rathod & Associates, Chartered Accountants, [ICAI Firm Registration No. 124872W] have issued their reports on Financial Statements for the year ended March 31, 2024. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

B. INTERNAL AUDITOR:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, during the year under review the Internal Audit of the functions and activities of the Company was undertaken by M/s. M. B. SARDHARA & ASSOCIATES (FRN: 127974W & Membership No: 120837}, the Internal Auditors of the Company. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditors.

C. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, the Company had appointed Mr. CS Piyush Jethva [ICSI Membership No.: F6377] [Proprietor], Company Secretary in Practice to conduct the Secretarial Audit of the Company for year ended March 31,2024. The Report of the Secretarial Auditor in the prescribed Form MR-3 annexed herewith as Annexure-V. The said Secretarial Audit Report contain remarks that the SDD Software is duly maintained, However, due to some technical glitches some entries which is required to be made during the year for some events were missing. The Management clarifies that it was purely technical glitches that was happen and the company had made efforts to remove the glitches.

Pursuant to the circular issued by the SEBI dated 8^th February, 2019, Secretarial Auditor has issued the âAnnual Secretarial Compliance Report" for the year ended 31^st March, 2024, and the same was submitted to the stock exchanges in time.

Further, pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of the Company at its meeting held on 10^th May, 2024, has re-appointed Mr. CS Piyush Jethva [ICSI Membership No.: F6377] [Proprietor],

Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2024-25.

E. COST AUDITOR

As per of Section 148 of Companies Act, 2013 and rules made there under. Cost Audit is not applicable to the Company for F.Y. 2023-24. However, the Company has maintained the cost records in accordance with the rules made under the Act.

38. SECRETARIAL STANDARDS:

Your Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

40. CORPORATE GOVERNANCE:

At Tirupati Forge, we ensure that we evolve and follow the corporate governance guidelines and best practices diligently, not just to boost long-term shareholder value, but also to respect rights of the minority. We consider it our inherent responsibility to disclose timely and accurate information regarding the operations and performance, leadership, and governance of the Company.

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from CS Piyush Jethva - a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is part to this Report. The Report on the Corporate Governance is annexed herewith as Annexure -II.

41. Corporate Social Responsibility:

In accordance with the provisions of the Companies Act, 2013, the Board has constituted a Corporate Social Responsibility (âCSR") Committee. Details of composition and meetings of the committee along with terms of reference is part of corporate governance report as Annexure-ll.

The Company has spent 2% of the average net profits of the Company during the three immediately preceding Financial Years on CSR. The CSR obligation for the financial year 2023-24 was Rs. 14,08,636/-and the Company had spent Rs. 15,00,000/- for carrying out the CSR projects. The annual report on CSR activities undertaken during the financial year 2023-24 is in accordance with the provisions of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 and is appended as Annexure-VII to this Report. During the year, the Company had successfully completed its CSR obligation.

Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY 2023-24 have been used for the purpose and in the manner approved by the Board of the Company.

The CSR policy is available on the website of the Company at

https://vwwyÂ¦tirupatiforae.com/file/CorDorate%20Social%20ResDonsibilitv%20Policv TiruDati%20Forae%20Limted.odf

42. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT fBRSRl:

Pursuant to Regulation 34 (2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015, The Business Responsibility and Sustainability Report ("BRSR") for the year ended 31^st March, 2024 is not applicable to the company.

43. GENERAL DISCLOSURE:

The Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events related to these items during the financial year under review:

1. There was no revision made in Financial Statements or the Boardâs Report of the Company;

2. The Company has not come up with any Right issue. Qualified Institutional Placement, Issue of Employee Stock Options, Issue of Sweat Equity Shares, Issue of Debentures, issue of Bonds etc.

3. Issue of equity shares with differential rights as to dividend, voting or otherwise;

4. Made any change in voting rights;

5. Suspension of trading of equity shares of the Company;

6. One time settlement of loan obtained from the Banks or Financial Institutions;

7. No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016 was made against the Company during the financial year under review nor are there any pending proceedings for the same.

44. APPRECIATION AND ACKNOWLEDGEMENTS:

We thank our employees, core contributors to our goodwill and growth, for their dedicated efforts and unwavering commitment in achieving our shared goals and helping us to navigate every challenge.

By and on behalf of TIRUPATI FORGE LIMITED

Hiteshkumar G. Thummar Chairman & Managing Director [DIN: 02112952]

Date: August 31,2024 Place: Hadamtala (Rajkot]

Earnings per Share (EPS) for the F.Y. 2023-24 is Rs. 0.67/- as compared to Rs. 0.96/- of F.Y. 2023-24.

Mar 31, 2023

The Directors take pleasure in presenting the 11^th (eleventh) Annual Report, together with the Audited Financial Statements, for the financial year ended March 31,2023.

1. FINANCIAL PERFORMANCE:

The Audited Standalone Financial Statements of your Company as on 31^st March, 2023, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 (âActâ).

(Amount in Lakhs)
Sr. No.	Particulars	F.Y. 2022-23	F.Y. 2021 -22
1.	Revenue from Operations	9,202.98	8,823.61
2.	Other Income	180.89	106.71
3.	Total Revenue	9,383.87	8,930.32
4.	Cost of Materials Consumed	4,760.16	5183.81
5.	Purchase of traded goods	151.76	363.92
6.	(Increase) in inventories of finished goods, work-inprogress and scrap	248.19	-506.34
7.	Employees Benefit Expenses	431.58	376.61
8.	Finance Costs	107.27	87.60
9.	Depreciation and Amortization Expenses	270.77	242.92
10.	Other Expenses	2,151.43	2346.59
11.	Total Expenses	8,121.16	8,095.11
12.	Profit Before Tax	1,262.71	835.21
	Tax Expenses
	Current Tax	334.22	228.89
	Deferred Tax	-14.37	-15.99
13.	Total Tax Expenses	319.85	212.90
14.	Other Comprehensive Income	-	-
15.	Total Comprehensive Income for the Year attributable to equity holders	942.86	622.31
16.	Earnings Per Share	0.96	0.64

The standalone financial statement have been prepared in accordance with the Indian Accounting Standards (Ind AS).

2. OPERATIONAL RESULTS AND STATE OF COMPANYâS AFFAIRS:

The Highlights of Companyâs performance for the year ended on March 31,2023: [In Lakhs]

During the financial year under review, the Companyâs revenue from operations increased by 5.08% to Rs. 9,383.87/- as compared to Rs. 8,930.32/- in the previous financial year.

â¢ Total Expenses has increased from Rs. 8,095.11/- of previous financial year to Rs. 8,121.16/- of the reporting financial year.

â¢ Profit before exceptional & extra-ordinary items and tax increased from Rs. 835.21/-of previous F.Y. 2021-22 to Rs. 1,262.71/-of the reporting financial year.

â¢ Tirupati recorded Net Profit of Rs. 942.86/- for the year, registering notable growth against profit Rs. 622.31/- of previous F.Y. 2021-22.

â¢ Earnings per Share (EPS) for the F.Y. 2022-23 is Rs. 0.96/- as compared to Rs. 0.64/- of F.Y. 2021 -22.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the Company during the financial year ended 31^stMarch 2023.

4. DIVIDEND:

5. DIVIDEND DISTRIBUTION POLICY:

As per the provisions of Regulation 43A of the Securities and Exchanges Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended, the Company is not required to formulate and disclose its Dividend Distribution Policy. However, for better governance practices, the Board of Directors (the âBoard") of Tirupati Forge Limited (the âCompany") had approved the Company''s Dividend Distribution Policy. Policy on Dividend Distribution has been placed on the Companyâs website at https://www.tii\jpatiforge.com/file/Dividend%20Distribution%20Policy.pdf.

6. INVESTOR EDUCATION AND PROTECTION FUND flEPFT:

7. TRANSFER TO RESERVE:

During the year under review, there was no amount transferred to any of the reserves by the Company. You may refer notes to the financial statements of the company.

8. SUBSIDIARIES/JOINT VENTURES/ASSOCIATES:

The Company does not have Subsidiary, Joint Venture and Associate Company as on 31^st march, 2023.

9. LISTING:

â¢ Your Company is listed at National Stock Exchange of India Limited:

Stock Exchange where	Scrip Symbol /
Tirupati shares are listed	Code
National Stock Exchange of India Lfd.	TIRUPATIFL

â¢ Your Company has paid the requisite Annual Listing Fees to National Stock Exchange of India Limited), where its securities listed.

10.MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY. HAVING OCCURRED SINCE THE END OF THE YEAR AND UNTIL THE DATE OF THE REPORT:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between March 31,2023, and the date of this Report.

11. SHARE CAPITAL:

During the financial year 2022-23, there was no change in the authorised, issued, subscribed and paid-up share capital of the Company. The Company does not have any scheme for the issue of shares, including sweat equity to the Employees or Directors of the Company.

Authorised, subscribed, paid-up share capital of the company as on 31^st march, 2023 are as per the following:

â¢ Authorised Share Capital:

Authorised Share Capital of the company is 20,00,00,000 [Rupees Twenty Crore Only] divided into 10,00,00,000 (Ten Crore only) Equity Shares of Rs. 2/- (Rupees Two Only) each .

â¢ Issued. Subscribed. Paid up Share Capital:

The issued, subscribed and fully paid-up Equity Share Capital of the Company Rs. 19,60,00,000 (Nineteen Crore sixty Lacs only) divided into 9,80,00,000 (Nine Crore Eighty Lacs Only) equity shares of the face value of Rs. 2/- (Rupees Two Only) each.

12. CREDIT RATING:

For Financial year 2022-23, Credit rating is not applicable to the company.

13. Listing of Securities with Stock Exchange:â¢ Issue and Listed of Securities:

There has been no such instances occurred in the year 2022-23 for requirement of listing of Securities with Stock exchange. Therefore, listed capital of the company is same at the end of 31^st march, 2023.

Listed Shares on Exchange	Face Value	Listed Capital
9,80,00,000	Rs. 2/-	19,60,00,000

14. MANAGEMENT:â¢ DIRECTORS

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors draws fine balance of business acumen and independent judgment on Boardâs decisions. The Board comprised of 6 (Six) Directors as at 31^st March 2023, details of which are tabled below:

Sr. No.	Name of Directors	Designation	Directors Identifi Number (Dl	cation N)
1.	Mr. Hiteshkumar G. Thummar	Chairman & Managing Director	02112952
2.	Mr. Bhavesh T. Barasiya	Whole Time Director	05332180
3.	Mrs. Darshna H. Thummar	Non-Executive & Non Independent Director	07869257
4.	Mrs. Jagruti Nitinkumar Erda	Independent Director	09680025
5.	Mr. Sachin P. Ravani	Independent Director	07874835
6.	Mr. Anand Mohan Shrivastava	Independent Director	08684010

> In accordance with the provisions of Companies Act, 2013, Shri. HITESHKUMAR GORDHANBHAI THUMMAR, Chairman & Managing Director [DIN: 02112952] shall liable to retire by rotation at the ensuing ll^thAnnual General Meeting of the Company and being eligible, offer himself for reappointment. The Board hereby recommends his re-appointment for approval of shareholders in the ensuing Annual general Meeting. Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2, the detailed information of fhe director being appointed is provided as an Annexure of fhe Notice of Annual General Meeting.

> The Company has received declarations from all the directors and with reference to that, there was no disqualification of any Director pursuant to Section 164 (2) of the Companies Act, 2013.

> In terms of Regulation 25(8) of the Listing Regulations, they 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 fhat they meet the criteria of independence as mentioned under section 149(6) of the Act and Regulation 16 (1) (b) of the Listing Regulations and that they are independent of the management. In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors is liable to retire by rotation. They have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

> In the opinion of Board, Independent Directors fulfil the conditions specified in Companies Act, 2013 read with schedules and rules thereto as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Independent Directors are independent of management.

> The Code has been circulated to all the Members of the Board and Senior Management Personnel and they have affirmed compliance of the same.

> Mr. Ramesh M. Patel (DIN: 02738359) resigned as Independent Directors w.e.f. 28^th April, 2022. The Board placed on its record the deep appreciation for valuable services and guidance provided by them during the tenure of their Directorship.

> The shareholders of the Company at their 10^th AGM held on 30^th September, 2022, based on the recommendations of the Board of Directors, Nomination and Remuneration Committee and considering the expertise of Mr. Hiteshkumar G. Thummar (DIN: 02112952) in the Company''s business and his exceptional leadership and performance, had approved his re-appointment as the Chairman & Managing Director of the Company for a second term of 5 years commencing from 31^stJuly, 2022 till 30^th July, 2027 [both days inclusive] by passed as special resolution and remuneration payable thereof.

> The shareholders of the Company at their 10^th AGM held on 30^th September, 2022, based on the recommendations of the Board of Directors, Nomination and Remuneration Committee and considering the profile of Smt. Jagruti Nitinkumar Erda - (DIN: 09680025), had approved her appointment as the Independent Director of the Company for a first term of 5 years commencing from 26^th July, 2022 till 25^th July, 2027 [both days inclusive] by passed as special resolution.

The requisite declarations and eligibility confirmations under the provisions of the Act and Securities and Exchange Board of India (âSEBIâ) Regulations were received from Shri. Hiteshkumar G. Thummar (DIN: 02112952) and Smt. Jagruti Nitinkumar Erda - (DIN: 09680025) on account of their appointment/re-appointment.

â¢ KEY MANAGERIAL PERSONNEL:

Sr. No.	Name of Directors	Designation	Directors Identification Number (DIN)
1.	Mr. Hiteshkumar G. Thummar	Chairman &Managing Director	02112952
2.	Mr. Bhavesh T. Barasiya	Whole Time Director	05332180
3.	Mr. Atul L. Natu	Chief Financial Officer	-
4.	Mr. Vivek M. Moliya	Company secretary and compliance officer

15. MEETINGS OF THE BOARD:

The Meetings of the Board are held at regular intervals to discuss, deliberate and decide on various business policies, strategies, governance, financial matters and other businesses. During the year under review, the Board of Directors met 7 times. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards - 1 (SS-1) issued by the Institute of Company Secretaries of India and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For details, please refer to the report on corporate governance, which forms part of this Annual Report in the form of Annexure-ll.

â¢ COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Corporate Social Responsibility Committee

â¢ Stakeholders'' Relationship Committee

â¢ Complaints Committee for Sexual Harassment Complaints Redressal

â¢ MEETING OF INDEPENDENT DIRECTORS:

â¢ FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS/NON-EXECUTIVE DIRECTORS:

which it operates. The Director is also explained in detail the Compliance required from him/her under the Companies Act, 2013, the Listing Regulations and other relevant regulations and affirmation taken with respect to the same.

Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various familiarization programmes for its Directors including review of Industry Outlook at the Board Meetings, Regulatory updates at Board and Audit Committee Meetings covering changes with respect to the Companies Act, 2013, Listing Regulations, Taxation and other matters. Presentations on Internal Control over Financial Reporting, Operational Control over Financial Reporting, Prevention of Insider Trading Regulations, Framework for Related Party Transactions, Plant Visit, Meeting with Senior Executive(s) of your Company, etc. Pursuant to Regulation 46 of the Listing Regulations.

The details required are available on the website of your Company at https://www.tirupatiforge.com/file/lndependent%20Director%20Familiarisation%20programme.pdf

16. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Nomination and Remuneration Policy Policy has been placed on the website of the Company at http://www.tirupatiforge.com/file/Nomination%20and%20Remuneration%20Committee_tirupati.pdf.

We affirm that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company.

The salient features of the Policy are described as per below:

a) Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel:

2. A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

b) Policy on remuneration of Directors, KMP and Senior Management Personnel:

The Company''s remuneration policy is driven by the success and performance of Directors, KMP and Senior Management Personnel vis-a-vis the Company. The Company''s philosophy is to align them with adequate compensation so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Company follows mixed pay of fixed, benefits and performance based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration paid by the Company are within the salary scale approved by the Board and Shareholders.

The details of remuneration paid during the financial year 2022-23 to the Directors of the Company is provided in notes forming part of Financial Statements and given in the Annexure-ll- Report on corporate Governance, which also part of the Annual report.

17. CODE FOR PREVENTION OF INSIDER TRADING:

has been available on the Company''s website at httDs://www.tirypatiforae.com/file/lnsider%2QTradina%20Policv Tirupati.pdf.

18. POLICY ON BOARD DIVERSITY:

Your Company believes that. Board diversity basis the gender, race, age will help build diversity of thought and will set the tone at the top. It is, therefore, imperative that the Board consists of individuals who together offer an optimal mix of skills, experiences and backgrounds. The Board of Directors is responsible for review of the policy from time to time. Policy on Board Diversity has been placed on the Company''s website at https://www.tirupatiforae.com/file/Board-Diversitv-%20Policv.Ddf.

19. POLICY FOR DETERMINATION OF MATERIALITY OF ANY EVENT/ INFORMATION:

20. POLICY FOR DETERMINING MATERIAL SUBSIDIARIES:

21. CODE OF CONDUCT:

22. ARCHIVAL POLICY:

a. ANNUAL EVALUATION OF DIRECTORS. BOARD AND COMMITTEE PERFORMANCE

Further, the Board always emphasis the requirements of an effective Board Evaluation process and accordingly conducts the Performance Evaluation every year in respect of the following:

i. Board of Directors as a whole.

ii. Committees of the Board of Directors.

iii. Individual Directors including the Chairman of the Board of Directors.

The Main object of performance evaluation defined as per the below:

1. Improving the performance of Board towards corporate goals and objectives.

2. Assessing the balance of skills, knowledge and experience on the Board.

3. Identifying the areas of concern and areas to be focused for improvement.

4. Identifying and creating awareness about the role of Directors individually and collectively as Board.

5. Building Teamwork among Board members.

6. Effective Coordination between Board and Management.

7. Overall growth of the organization.

The meeting of Independent Directors held separately to evaluate the performance of nonindependent Directors, performance of the board as a whole and performance of the Chairman, taking into account the views of Executive Directors and Non-Executive Director. The same was discussed in the Board Meeting that followed the meeting of the independent directors, at which the performance of the Board, its Committee sand Individual Directors was also discussed. The entire board, excluding the independent director being evaluated, did performance evaluation of Independent Directors.

23. REMUNERATION OF DIRECTORS AND EMPLOYEES:

Pursuant to Section 134(3) (q) and Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended March 31, 2023 and forming part of the Directors'' Report for the said financial year is provided in âAnnexure-lll".

24. PARTICULARS OF EMPLOYEES:

25. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed and there were no material departures;

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit of the Company for that period;

c. They have had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis;

e. They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

â¢ Effectiveness and efficiency of operations.

â¢ Adequacy of safeguards for assets.

â¢ Reliability of financial controls.

â¢ Compliance with applicable laws and regulations.

Further, the Internal Financial Control framework is under constant supervision of Audit Committee, Board of Directors and Independent Statutory Auditors. During the year, no reportable material

weakness in the design or operations was observed. The stakeholder may refer to the Audit report for comment on internal control system and their adequacy.

27. Frauds reported by the Auditor:

28. PUBLIC DEPOSITS

29. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIES PROVIDED:

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

> The Particulars of contracts, arrangements with related parties entered in ordinary course of business and on arm''s length basis referred to in Section 188 (1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure-IV to this Board Report.

> In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. A policy on related party transactions has been placed On the Company''s website at http://vwvw.timpatiforae.com/file/ Related%20Partv%20Transaction Tirupati.Ddf. Member may refer to note no. 32 and 33 to the standalone and consolidated financial statement respectively, which sets out related party disclosures pursuant to IND AS-24.

31. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPREVENTION. PROHIBITION & REDRESSAL1 ACT. 2013:

Your Company has constituted its Internal Complaints Committees, set up to redress complaints received in regards to sexual harassment at workplace.

During the year under review, no complaints with allegations of sexual harassment were received as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are as stated below:

(A) Conservation of energy-

(i) The steps taken or impact on conservation of energy:-

(ii) The steps taken by the company for utilizing alternate sources of energy;

The Company has not taken any step for utilizing alternate source of energy.

(iii) The capital investment on energy conservation equipment;

During the year under review, the Company has not made any capital investment on energy conservation equipment.

(B) Technology absorption-

(i) The efforts made towards technology absorption;

The Company has not made any special effort towards technology absorption. However, company has always prepared for update its factory for new technology.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not applicable

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year: Not applicable

(iv) The details of technology imported: Not applicable

(v) The year of import: Not applicable

(vi) Whether the technology been fully absorbed: Not applicable

(vii) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not applicable

(viii) The expenditure incurred on Research and Development- Not applicable

[In Lakh]
Particulars	F.Y. 2021 -22	F.Y. 2022-23
Foreign Exchange Earnings	7,307.55	6,949.88
Foreign Exchange Outgo	2,183.58	1,374.63

33. RISK MANAGEMENT:

The Company is exposed to various potential risks like Economical Risk, Compliance Risk, Operational Risk, Environmental Risk and Financial Risk. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. If any weaknesses are identified in the process of review, the same are addressed to strengthen the internal controls, which are also revised at frequent intervals.

The elements of risk as identified by the Company with the impact and mitigation strategy are set out in the Management Discussion and Analysis Report.

The Risk Management Policy has been placed on the website of the Company at https://www.tirupatiforae.conri/file/Risk%20Manaaement%20Policv Tirupati.pdf

34. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

As per the provisions of Section 177 (9) and (10) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a vigil mechanism through which employees and business associates may report unethical behaviour, wrong doing, malpractices, fraud, violation of Company''s code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board.

The Policy provides that the Company investigates such reported matters in an impartial manner and takes appropriate action to ensure that requisite standards of confidentiality, professional and ethical conduct are always upheld. During the FY 2022-23, no complaint was received under Whistle Blower Policy.

The policy on vigil mechanism of the company is also available on the website of the company https://www.tirupatiforge.com/file/Vigil%20Mechanism_Whistle%20Blower_Tirupati.pdf.

35. MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS:

There were no significant and material Orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status and Company''s operations in future.

3A. ANNUAL RETURN:

Pursuant to the provision of Section 134(3(a) and Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for F.Y. 2022-23 is uploaded on the website of the Company at www.tirupatiforae.com.

37. AUDITORS:

A. STATUTORY AUDITORS:

> M/s Kamlesh Rathod & Associates, Chartered Accountants (Firm Registration No. 117930W) were appointed as statutory auditor of the company for fhe first term to hold office for a period of 5 years starting from conclusion of 10^th Annual General Meeting until the conclusion of the 15^thAnnual General Meeting of the company to be held in the year of 2027.

> The Statutory Auditors M/s Kamlesh Rathod & Associates, Chartered Accountants, [ICAI Firm Registration No. 124872W] have issued their reports on Financial Statements for the year ended March 31, 2023. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

B. INTERNAL AUDITOR:

C. SECRETARIAL AUDITOR

Company Secretary in Practice to conduct the Secretarial Audit of the Company for year ended March 31,2023. The Report of the Secretarial Auditor in the prescribed Form MR-3 annexed herewith as Annexure-V. The said Secretarial Audit Report contain remarks that the company has not filed Form of the charge creation regarding credit facility to purchase the vehicle. The Management clarifies that due to inadvertence by the finance department, the charge form was not filed. As per the provision of the Companies Act, 2013, The Form has not allowed to file on MCA portal after 120 days. It is procedural lapse only.

Pursuant to the circular issued by the SEBI dated 8^th February, 2019, Secretarial Auditor has issued the âAnnual Secretarial Compliance Report" for the year ended 31^st March, 2023, and the same was submitted to the stock exchanges in time.

Further, pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Board of the Company at its meeting held on 12^th May, 2023, has re-appointed Mr. CS Piyush Jethva [ICSI Membership No.: F6377] [Proprietor],

Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2023-24.

E. COST AUDITOR

As per of Section 148 of Companies Act, 2013 and rules made there under, Cost Audit is not applicable to the Company for F.Y. 2022-23. However, the Company has maintained the cost records in accordance with the rules made under the Act.

38. SECRETARIAL STANDARDS:

The Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by fhe Central Government under Section 118(10) of the Companies Act, 2013.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

40. CORPORATE GOVERNANCE:

41. Corporate Social Responsibility:

The Company has spent 2% of the average net profits of the Company during the three immediately preceding Financial Years on CSR. The CSR obligation for fhe financial year 2022-23 was Rs. 6,15,000/-and the Company had spent Rs. 6,15,000/- for carrying out the CSR projects. The annual report on CSR activities undertaken during the financial year 2022-23 is in accordance with the provisions of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 and is appended as Annexure-VII to this Report. During the year, the Company had successfully completed its CSR obligation.

Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY 2022-23 have been used for the purpose and in the manner approved by the Board of the Company.

The CSR policy is available on the website of the Company at https://www.tirupatiforae.com/file/Corporate%20Social%20Responsibilitv%20Policv Tirupati%20Forae%2 OLimted.pdf

42. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT fBRSRT:

Pursuant to Regulation 34 (2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015, The Business Responsibility and Sustainability Report (âBRSR") for the year ended 31^st March, 2023 is not applicable to the company.

43. GENERAL DISCLOSURE:

The Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events related to these items during the financial year under review:

1. There was no revision made in Financial Statements or the Board''s Report of the Company;

2. The Company has not come up with any Right issue. Issue of Employee Stock Options, Issue of Sweat Equity Shares, Issue of Debentures, issue of Bonds etc.

3. Issue of equity shares with differential rights as to dividend, voting or otherwise;

4. Issue of sweat equity shares to employees of the Company under any scheme;

5. Made any change in voting rights;

6. Raising of funds through Preferential Allotment, Rights Issue or Qualified Institutional Placement;

7. Suspension of trading of equity shares of the Company;

8. No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016 was made against the Company during the financial year under review nor are there any pending proceedings for the same.

44. APPRECIATION AND ACKNOWLEDGEMENTS:

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by executives, officers and staff for their contribution and for making the Company what it is.

The Directors likes to take this opportunity to thanks Shareholders, customers, vendors, dealers, suppliers. Bankers, government authorities for the support, encouragement and their confidence in the management during the year.

Mar 31, 2018

Dear Fellow Share Owners TIRUPATI FORGE LIMITED

The Directors have pleasure in presenting 6^th Annual Report along with the Audited Standalone Financial Statements for the year ended on March 31,2018.

The Financials of the Company for the year ended on March 31,2018 is summarized as under:

(Amount in Rs.)

Sr. No.	Particulars	F.Y. 2017-18	F.Y. 2016-17
1.	Revenue from Operations	20,79,07,254	16,09,99,515
2.	Other Income	12,81,770	19,34,550
3.	Total Revenue	20,91,89,024	16,29,34,065
4	Cost of Materials Consumed	11,79,65,703	9,78,75,925
5.	Purchase of Stock in Trade	17,28,193	0
6.	EXPENSES
	Changes in inventories	(1,70,154)	(14,05,675)
	Work In Progress & By Products Finished goods	(1,03,14,125)	(15,00,605)
7.	Employees Benefit Expenses	1,14,39,773	74,56,265
8.	Finance Costs	25,77,292	46,90,977
9.	Depreciation and Amortization Expenses	87,80,699	89,64,860
10.	Other Expenses	5,58,71,689	3,97,41,880
11.	Total Expenses	18,78,79,071	15,58,23,626
12.	Profit Before Tax	2,13,09,953	71,10,439
13.	Tax Expenses
	Current Tax	62,59,972	23,25,000
	Deferred Tax	(4,02,600)	(15,79,00)
14.	Total Tax Expenses	58,57,372	21,67,100
15.	Profit After Tax	1,54,52,581	49,43,339
16.	Earnings Per Share (EPS)	3.57	1.97

OPERATIONAL RESULTS AND STATE OF COMPANYâS AFFAIRS

The Highlights of Company''s performance for the year ended on March 31,2018: Total Revenue from Operations increased from Rs. 16,09,99,515/- of previous F.Y 2016-17 to Rs. 20,79,07,254/- of the reporting financial year.

- Total Expenses has increased from Rs. 15,58,23,626/- of previous financial year to Rs. 18,78,79,071/- of the reporting financial year.

- Profit before exceptional & extra-ordinary items and tax increased from Rs. 71,10,439/- of previous F.Y. 2016-17 to Rs. 2,13,09,953/- of reporting financial year.

- Net Profit increased by from Rs. 49,43,339/- of previous F.Y. 2016-17 to Rs. 1,54,52,581/- of reporting financial year.

- Earnings per Share (EPS) for the F.Y. 2017-18 is Rs. 3.57/- as compared to Rs. 1.97/- of F.Y. 2016-17.

FINANCIAL PERFORMANCE REVIEW AND ANALYSIS

During the year under Report, the Company came up with Initial Public Offer (IPO) and listed its Equity Shares on Emerge Platform of National Stock Exchange of India Ltd. (NSE EMERGE) on Thursday, October 12, 2017. The Company has used the proceeds received from Initial Public Offer (IPO) for repayment of Term Loan and other general corporate purpose and meeting of issue expenses.

Report under review projected Total Revenue of Rs. 20,91,89,024/- for the year ended on March 31,2018 as compared to Rs. 16,29,34,065/- for the previous financial year 2016-17 which shows an approximate increase of 28.39%. The Total Expenditure including depreciation incurred during the year is Rs. 18,78,79,071/- as against the amount of Rs. 15,58,23,626/- during previous financial year. The Company has earned Net Profit of Rs. 1,54,52,581/- in the financial year under review while Net Profit for the previous financial year was recorded at Rs. 49,43,339/-. During F.Y. 2017-18, the Net Profit of the Company has increased by 212.59% approximately.

DECLARATION OF DIVIDEND AND TRANSFER TO RESERVES

With a view to plough back of profits and using Net Profit for liquidity purpose and day-to-day operational activities, your Board of Directors does not recommend any dividend for the F.Y. 2017-18. Further, no amount has been transferred to the Reserves during the year under review.

CHANGE IN THE NATURE OF BUSINESS

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company

SHARE CAPITAL

Authorised Share Capital

During the year under review, the Company has increased its Authorised Share Capital FROM Rs. 80,00,000/- (Rupees Eighty Lacs Only) divided into 8,00,000 (Eight Lacs) Equity Shares of Rs. 10/-(Rupees Ten) each TO Rs. 7,00,00,000/- (Rupees Seven Crore Only) divided into 70,00,000 (Seventy Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each by passing an Ordinary Resolution at an Extra Ordinary General Meeting of the Members of the Company which was held on Thursday, June 8, 2017 at the Registered Office of the Company.

Paid-Up Share Capital

The paid-up Share Capital of the Company has been increased FROM Rs. 78,50,000/- (Rupees Seventy Eight Lacs and Fifty Thousand Only) divided into 7,85,000 (Seven Lacs and Eighty Five Thousand) Equity Shares of Rs. 10/- each as on March 31, 2017 TO Rs. 5,81,20,000/- (Rupees Five Crore Eighty One Lacs and Twenty Thousand Only) divided into 58,12,000 (Fifty Eight Lacs and Twelve Thousand) Equity Shares of Rs. 10/- each as on March 31, 2018.

ISSUE OF BONUS SHARES

During the year under review, the Company had issued 17,27,000 (Seventeen Lacs Twenty Seven Thousand) Equity Shares as Bonus Shares to the existing Shareholders of the Company in the ratio 22:10 [i.e. 22 (Twenty Two) fully paid equity shares of Rs. 10/- (Rupees Ten) each for each 10(Ten) fully paid equity shares held by the existing shareholder] by way of passing a Special Resolution at an Extra Ordinary General Meeting of the Members of the Company which was held on Sunday, June 25,2017.All Bonus Shares issued ranked paripassu with existing equity shares of the Company.

CONVERSION OF COMPANY INTO A PUBLIC LIMITED COMPANY

The Company, pursuant to the provisions of Section 14 of the Companies Act, 2013 and all other applicable provisions, changed the its status from Private Limited Company to Public Limited Company by passing a Special Resolution at an Extra-Ordinary General Meeting which was held on Monday, July 31, 2017. Consequently, the name of the Company changed from "Tirupati Forge Private Limited" to "TIRUPATI FORGE LIMITED" and a fresh certificate of incorporation consequent upon Conversion of Private Company to Public Limited dated August 11, 2017 was issued by Registrar of Companies, Gujarat Dadra and Nagar Haveli. Further, it had adopted new set of Memorandum of Association and Articles of Association in conformity with the provisions of the Companies Act, 2013 & Rules made there under and also with the requirements of SEBI Act/Regulations as are applicable to a Public Limited Company.

ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS

Pursuant to Sections 42 & 62 of the Companies Act, 2013 and Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014, the Company had offered, issued and allotted 15,00,000 (Fifteen Lacs) Equity Shares of Rs.10/-( Rupees Ten Only) each at a premium of Rs. 1 /- (Rupee One Only) aggregating Rs. 1,65,00,000/- (Rupees One Crore Sixty-Five Lacs Only) considering 30*June, 2017 as relevant Date for Preferential Issues to Promoters, Promoters Group and Others.

The Company accorded approval from the Members of the Company by way of a Special Resolution passed at an Extra-Ordinary General Meeting which was held on Monday, July 31, 2017.

LISTING INFORMATION

The Equity Shares of the Company got listed on Emerge Platform of National Stock Exchange of India Limited. (NSE EMERGE) and the Equity Shares of the Company are available for trading from Thursday, October 12,2017 onwards.

Name and Address of Stock Exchange	Script Symbol
NSE EMERGE
National Stock Exchange of India Limited (NSE)
"Exchange Plaza", Bandra -Kurla Complex,
Bandra (E), Mumbai - 400 051.	TIRUPATIFL*
Maharashtra India
https://www.nseindia.com/emerge/

Script Symbol of the Company at the time of listing of Equity Shares of the Company (i.e. October 12,2017) was "FORGE". Later, the Company had changed its Script Symbol from "FORGE" to "TIRUPATIFL" w.e.f. Monday, January 15,2018.

The Company brought an initial public offer of 18,00,000 equity shares of face value of Rs. 10/- each for cash at a price of Rs. 29/- per equity share, including a share premium of Rs. 19/- per equity share (the "Issue Price"), aggregating Rs. 522.00 lacs ("The Issue"), of which 92,000 equity shares of face value of rs. 10/- each for cash at a price of Rs. 29/- per equity share, aggregating Rs. 26.68 lacs was reserved for subscription by the market maker to the issue (the "market maker reservation portion"). The issue less market maker reservation portion i.e. issue of 17,08,000 equity shares of face value of Rs. 10 each for cash at a price of Rs. 29/- per equity share, aggregating Rs. 495.32 lacs was referred as the "net issue". The issue and the net issue constituted 30.97% and 29.39% respectively of the fully diluted post issue paid up equity share capital of the Company. The proceeds from Initial Public Offer (IPO) is Rs. 4,66,04,927/- (Rupees four Crores Sixty Six Lacs Four Thousand Nine Hundred and Twenty Seven) [net of issue expenses].

Particulars	Details of Equity Shares
Pre and Post Issue Equity Shares
Equity Shares outstanding prior to the Issue	40,12,000 Equity Shares
Equity Shares outstanding after the Issue	58,12,000 Equity Shares

The Company intended to utilize the net proceeds from Issue towards the following objects:

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following were the Directors and Key Managerial Personnel of the Company as on March 31, 2018:

Sr. No.	Name of persons	Designation	Directors Identification Number (DIN)	Date of Appointment
1.	Mr. Hiteshkumar G. Thummar	Chairman & Managing Director	02112952	25/03/2017
2.	Mr. Ajay V. Sardhara	Whole Time Director	06386557	15/09/2012
3.	Mr. Bhavesh T. Barsiya	Director	05332180	17/08/2012
4.	Mrs. Darshna H. Thummar	Non Executive and Non Independent Director	07869257	31/07/2017
5.	Mr. Ramesh M. Patel	Independent Director	02738359	31/07/2017
6.	Mr. Sachin P. Ravani	Independent Director	07874835	31/07/2017
7.	Mr. Atul L. Natu	Chief Financial Officer	N.A.	10/06/2017
8.	Ms. Banashri H. Joshi	Company Secretary & Compliance Officer	N.A.	27/07/2017

Mr. Bhavesh Barisya, Director [DIN: 05332180] is liable to retire by rotation at the ensuing Annual General Meeting pursuant to Section 152 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association (AoA) of your Company and being eligible has offered himself for re-appointment subject to approval of the Members in the ensuing AGM. The Independent Directors of the Company are not liable to retire by rotation.

All the Directors of the Company have confirmed that they are not disqualified from being appointed in terms of Section 164 of the Companies Act, 2013.

COMMITTEES OF BOARDS

The Board of Directors, in line with the provisions of the Act, has formed following Committees:

a. Audit Committee

The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee. The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Chief Financial Officer of the Company is a regular invitee at the Meeting.

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

b. Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee Meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

c. Stakeholders'' Relationship Committee

The Company has constituted Stakeholder''s Relationship Committee mainly to focus on the redressal of Shareholders'' / Investors'' Grievances, if any, like Transfer / Transmission / Demat of Shares;Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

The Company had received one complaint from a shareholder during the quarter starting from October 1,2017 to December 31,2017 which was resolved by the end of the said quarter. There are no complaints pending as on March 31,2018.

d. Complaints Committee for Sexual Harassment Complaints Redressal

To foster a positive workplace environment, free from harassment of any nature, we have constituted a Complaints Committee for Sexual Harassment Complaints Redressal, through which we address complaints of sexual harassment at the all workplaces of the Company. The Complaints Committee is responsible for investigating every formal written complaint of sexual harassment, taking appropriate remedial measures to respond to any substantiated allegations of sexual harassment and Discouraging & preventing employment - related sexual harassment. In conclusion, the Company reiterates its commitment of providing its employees, a workplace free from harassment / discrimination and where every employee is treated with dignity and respect.

During the year under review, there were no incidences of sexual harassment reported.

NUMBER OF MEETINGS OF BOARDS OF DIRECTOR

The Board of Directors of the Company met for 17 (Seventeen) times during the fiscal 2017-18 and requisite quorum was present in all the meetings; the details of which are as under:

Sr. No.	Date of Meeting	Total No. of Directors as on the date of the Meeting	No. of Directors who attended Meeting
1.	14/04/2017	3	3
2.	08/05/2017	3	3
3.	10/05/2017	3	3
4.	28/05/2017	3	3
5.	10/06/2017	3	3
6.	20/06/2017	3	3
7.	25/06/2017	3	3
8.	30/06/2017	3	3
9.	27/07/2017	3	3
10.	01/08/2017	6	5
11.	03/08/2017	6	6
12.	17/08/2017	6	6
13.	18/09/2017	6	6
14.	20/09/2017	6	5
15.	10/10/2017	6	5
16.	26/12/2017	6	6
17.	15/03/2018	6	5

NUMBER OF MEETINGS OF BOARD COMMITTEES

Meetings and Attendance Records of Audit Committee

Sr. No.	Date of Meeting	Total No. of Directors of the Committee	No. of Directors who attended the Meeting
1.	18/09/2017	3	3
2.	15/12/2017	3	3
3.	06/03/2018	3	3

Meetings and Attendance Records of Nomination & Remuneration Committee:

Sr. No.	Date of Meeting	Total No. of Directors of the Committee	No. of Directors who attended the Meeting
1.	25/08/2017	3	3
2.	06/11/2017	3	2
3.	08/01/2018	3	2

Meetings and Attendance Records of Complaints Committee for Sexual Harassment Complaints Redressal:

Sr. No.	Date of Meeting	Total No. of Directors of the Committee	No. of Directors who attended the Meeting
1.	21/08/2017	3	2
2.	20/10/2017	3	2
3.	12/01/2018	3	3

Meetings and Attendance Records of Independent Directors'' Meeting

Sr. No.	Date of Meeting	Total No. of Directors of the Committee	No. of Directors who attended the Meeting
1.	30/12/2017	3	3
2.	30/03/2018	3	3

Meetings and Attendance Records of Independent Directors'' Meeting:

Sr. No.	Date of Meeting	Total No. of Directors of the Committee	No. of Directors who attended the Meeting
1.	05/12/2017	2	2

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013, your Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards had been followed and there were no material departures;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received Declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under 149(6) of the Companies Act, 2013 read with Rules issued there under as well as Regulation 16(1)(b) of the Listing Regulations (including any statutory modification (s) or re-enactment(s) for the time being in force).

ANNUAL RETURN

The Annual Return as on March 31, 2018 in the prescribed Form No. MGT-7, pursuant to Section 92 of the Companies Act, 2013 and Rule 11 of the Companies (Management and Administration) Rules, 2014 will be available on Company''s website at http://www.tirupatiforge.com/file/tirupati-forge-ltd .

PUBLIC DEPOSITS

During the year under review, the Company has not accepted deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. However, the Equity Shares of the Company are listed on SME Platform of National Stock Exchange of India Limited (NSE EMERGE) and therefore pursuant to Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Part C of Schedule V relating to compliance of Corporate Governance shall not apply to the Company.

Therefore, the Company need not to give report on compliance of Corporate Governance as specified in Part E of Schedule II pursuant to Regulation 27(1) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and submitting Compliance Report on Corporate Governance on quarterly basis pursuant to Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MATERIAL CHANGES AFFECTING THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31,2018 to the date of this Report.

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at http://www.tirupatiforge.com/file/whistle-blower-policy.pdf.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company during the year under review, have not given loans or made investments or given guarantees or provided securities, directly or indirectly, to any person or body corporate pursuant to the provisions of Section 186 of Companies Act, 2013. Further, it has not acquired by way of subscription, purchase or otherwise, the securities of any other body corporate and thus disclosures under Section 186 are not required to be made.

PARTICULARS OF TRANSACTIONS WITH RELATED PARTIES

The Company has entered into related party transaction with Mr. Chunilal M. Sardhara, relative of Director for leasing of property. Further, it has also purchased fixed assets from A-1 Furniture, an entity in which Director has significant influence. Detailed information of mentioned related party transactions are disclosed in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014. Form AOC-2 is enclosed herewith as "Annexure I" which forms part of Directors'' Report.

All related party transactions are placed before the Audit Committee and Board for their approval. Omnibus approval of the Audit Committee was obtained for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are audited by the Audit Committee and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Related Party Transactions Policy as approved by the Board of Directors has been uploaded on the website of the Company at http://www.tirupatiforge.com/file/related-party-policy.pdf . Members are requested to refer to Note no. 33 & 34 to the financial statement which sets out related party disclosures for the year under review.

AUDIT AND AUDITORSâ REPORT

STATUTORY AUDITORS

Maharishi & Co., Chartered Accountants, [ICAI Firm Registration No. 124872W] were appointed as Statutory Auditors of the Company for the F.Y. 2017-18, to fill casual vacancy caused due to the Resignation of M. B. Sardhara & Associates, Chartered Accountants at the Extra-Ordinary General Meeting (EGM) of the Members of the Company which was held on Friday, February 23, 2018 at the Registered Office of the Company to hold office from the conclusion of the EGM till the conclusion of Annual General Meeting (AGM) to be held in the year 2018 at a remuneration recommended by the Audit Committee and decided by Board of Directors of the Company.

Further, Board of Directors at the Meeting, based on recommendation of Audit Committee, has recommended the appointment of Maharishi & Co., Chartered Accountants [ICAI Firm Registration No. 124872W] as Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company to be held in the year 2019, at such remuneration as may be recommended by the Audit Committee and decided by the Board of Directors of the Company.

Maharishi & Co., Chartered Accountants [ICAI Firm Registration No. 124872W] have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under section 141(3)(g) of the Act and that they are not disqualified to be appointed as Statutory Auditors, in terms of section 143 of the Act. Members are requested to approve appointment of the proposed Statutory Auditors from the conclusion of ensuing AGM until the AGM to be held in the year 2019, at such remuneration as may be recommended by the Audit Committee and decided by the Board of Directors of the Company.

No adverse remarks, qualifications, reservation or disclaimer is given by the Statutory Auditors of the Company during the year under review that the Board need to reply.

SECRETARIAL AUDIT

In terms of provisions of Section 204 of the Companies Act, 2013 read with Rules made thereunder, the Company has appointed CS Piyush Jethva to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report is attached to this Report as "Annexure II".

Secretarial Auditors have observed that the Company had filed some Form with Registrar, with payment of additional fees. Further, they have observed that the Company had not filed Form for creation of charge in favour of ICICI Bank for loan taken against car. The Board would like to clarify that the Company was not having wholetime Company Secretary earlier, and now for the purpose of timely compliance of all laws, the Company had appointed Company Secretary, who is also Company''s Compliance Officer. Hence, the Company will file all Forms/ Returns in time in future. Further, as regard to filing of Form for creation of charge, the Company will apply to the Regional Director for condonation of delay in filing of Form and will register the Charge. As regards the payment of stamp duty, the Company had made payment of all duties as on date of this Report. Moreover, as regards, comment of Secretarial Auditors about the compliance of Regulation 29 of SEBI (SAST) Regulations, 2011, management would like to clarify that the Company had not received any intimation from any shareholders regarding his/her shareholding exceeding 5 %. In terms of Regulation 29, it is duty of a person, who acquires more than 5 % shares in Company, to intimate to the Company & Exchange about his such holding. Therefore, there is no noncompliance on part of the Company.

COSTAUDIT

Provisions given under Section 148 of Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014 are not applicable for your Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies (Amendment) Act, 2017, every Company having Net worth of Rs. 500 Crore or more OR Turnover of Rs. 1000 Crore or more OR Net Profit of Rs. 5 Crore or more during the immediately preceding financial year (F.Y. 2016-17) shall constitute of Corporate Social Responsibility (CSR). Tirupati Forge Limited does not fall under any criteria as mentioned above and hence provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Managing Director and the Executive Directors.

a) Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel:

* The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel and Senior Management personnel and recommend to the Board for his / her appointment.

* A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

* In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

b) Policy on remuneration of Directors, KMP and Senior Management Personnel:

The Company''s remuneration policy is driven by the success and performance of Directors, KMP and Senior Management Personnel vis-a-vis the Company. The Company''s philosophy is to align them with adequate compensation so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Company follows mixed pay of fixed, benefits and performance based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration and sitting fees paid by the Company are within the salary scale approved by the Board and Shareholders.

The details of remuneration paid during the financial year 2017-18 to the Directors of the Company is provided in notes forming part of Financial Statements which is the part of this Directors'' Report.

RISK MANAGEMENT POLICY

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy-

1. The steps taken or impact on conservation of energy:

The Company applies strict control system to monitor day to day power consumption in an effort to save energy. The Company ensures optimal use of energy with minimum extent of wastage as far as possible.

2. The steps taken by the Company for utilizing alternate source of energy:

The Company has not taken any step for utilizing alternate source of energy. However, the Company is thinking of installing wind mills near the factory land which shall help to utilize natural resource i.e. wind into energy. The Management shall discuss the pros and cons of establishing the wind mills and soon decide whether the said idea will be fruitful to the Company looking into the size of the business.

3. Capital Investment on energy conservation equipment:

The Company has not made any capital investment on energy conservation equipment.

B. Technology Absorption-

During the year under report, there has been no transaction of technology absorption and hence no reporting is required.

C. Foreign Exchange Earnings and Outgo-

Particulars	F.Y. 2017-18	F.Y. 2016-17
Foreign Exchange Earnings (in Rs.)	7,10,03,807	4,49,39,529
Foreign Exchange Outgo (in Rs.)	4,13,801	2,75,618

SUBSIDIARY, ASSOCIATE AND JOINT VENTURES OF THE COMPANY

During the year under review, no Company became or ceased to become a Subsidiary, Associate or Joint Venture Company.

DISCLOSURE OF REMUNEARTION

Information pursuant to Section 134(3)(q) and Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended December 31, 2017 and forming part of the Directors'' Report for the said financial year is provided in "Annexure -III"

ANNUAL EVALUATION OF DIRECTORS, BOARD AND COMMITTEE PERFORMANCE

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 Act.

* 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 Committee 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 Meetings 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.

Separate meeting of Independent Directors was held to evaluate the performance of non-independent Directors, performance of the board as a whole and performance of the Chairman, taking into account the views of Executive Directors and Non-Executive Director. The same was discussed in the Board Meeting that followed the meeting of the independent directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire board, excluding the independent director being evaluated.

REPORT OF FRAUD

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

PARTICULARS OF EMPLOYEES

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

There were no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

GENERAL DISCLOSURES

1. The Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

2. The Company has not issued any sweat equity share during the financial year in accordance with the provisions of Section 54 of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

3. The Company has not issued any equity shares with differential voting rights during the financial year as per Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014.

4. The Company has not issued any employee stock option during the financial year as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

5. There is no revision in the Board Report or Financial Statement.

APPRECIATION AND ACKNOWLODGEMENTS

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

By and on behalf

TIRUPATI FORGE LIMITED

Hiteshkumar G. Thummar

Chairman & Managing Director

[DIN: 02112952]

Hadamtala (Rajkot)

August 3,2018

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