Directors Report of Tirupati Innovar Ltd.

Mar 31, 2025

It gives me immense pleasure to present the 37^th Board''s Report, on behalf of the Board of Directors (the "Board")
of the Company, along with the Balance Sheet, Profit and Loss account and Cash Flow statements, for the financial
year ended March 31, 2025

FINANCIAL INFORMATION:

(Amount in Lakhs)

PARTICULARS	31^st March, 2025	31^st March, 2024
Total Income	1180.63	40.87
Less: Total Expenses excluding Depreciation and tax	1047.45	29.08
Profit before Depreciation & Tax	133.18	11.79
Less: Depreciation	0.00	0.00
Less: Exceptional Items	0.00	0.00
Profit/ (Loss)before Tax	133.18	11.79
Less: Tax
i. Current Tax	33.60	2.95
ii. Deferred Tax	0.00	0.00
Profit/ (Loss)after tax	99.58	8.84
EARNING PER SHARE
Basic	0.04	0.04
Diluted	0.04	0.04

BUSINESS OPERATIONS AND STATE OF AFFAIRS:

During the year under review, the Company has reported the Profit before Depreciation & Tax is Rs. 133.18 Lakhs
as against a Profit of Rs. 11.79 Lakhs in the previous year. The Profit after tax is Rs. 99.58 Lakhs as against a Profit
of Rs. 8.84 Lakhs in the previous year.

FINANCIAL STATEMENTS:

The Company has prepared the Annual Audited Financial Statements for the financial year ended 31st March 2025
in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the
Companies Act, 2013 ("the Act").

In accordance with the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), the Annual Audited Financial Statements for the financial
year ended 31 March 2025, together with Report of Auditors'' thereon, forms part of this annual report.

DIVIDEND:

Considering the need to conserve cash, your Board of Directors has not recommended any dividend on the equity
shares of the Company for the financial year 2024-2025.

RESERVE:

The Company does not propose to transfer any amount to the General Reserve out of the amount available for
appropriations for the financial year 2024-25.

SHARE CAPITAL:

Authorized Share Capital:

The Authorized Share Capital of the Company as on 31^st March, 2025 is Rs. 99,00,00,000/- (Rupees Ninety Nine
Crores only) consisting of 9,90,00,000 (Nine Crores Ninety Lakh only) Equity Shares of Rs.10/ - (Rupees Ten only)
each.

** on March 22, 2025, The Board of Director approved the increase in Authorised Share capital of the Company
from ^30,00,00,000/- (Rupees Thirty Crore only) divided into 3,00,00,000 (Three Crore) equity shares of ? 10/-
(Rupees Ten only) each by creation of additional ^6,90,00,000/- (Rupees Six Crore Ninety Lakh) equity shares of ?
10/- (Rupees Ten only) each.

Issued & Subscribed Share Capital:

The Issued & Subscribed Capital of the Company as at 31^st March, 2025 is Rs. 24,44,35,000/- (Rupees Twenty-Four
Crore Forty-Four Lakhs Thirty-Five Thousand only) divided into 2,44,43,500 (Two Crores Forty-Four Lakhs Forty-
Three Thousand Five Hundred) Equity Shares of Rs. 10/- Rupees Ten only) each.

AUDITORS AND THEIR REPORTS:

Statutory Auditor:

M/s. Rawka & Associates, Chartered Accountants (FRN: 021606C) is appointed as the Statutory Auditors of the
Company by the members at their 35^th Annual General Meeting held on 29^th September, 2023 to hold the office for
a period of 5 (five) years till the conclusion of the 40^th Annual General Meeting to be held in the Financial Year 2028
as per the provisions of Section 139 of the Companies Act, 2013. However, M/s Rawka & Associates (FRN:
021606C) resigned as statutory auditor of the company w.e.f. August 12,2025.

M/S. Chandabhoy & Jassobhoy Chartered Accountants Appointed as Statutory Auditors of The Company has Firm
Registration No.101648W, until the conclusion of this next Annual General Meeting of the Company to Fill Up
Casual Vacancy Caused Due to Resignation of Rawka & Associates. Chartered Accountants.

In accordance with the Companies Amendment Act, 2017, enforced on May 7, 2018 by the Ministry of Corporate
Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. In
view of such omission of proviso, agenda item relating to ratification of Statutory Auditors is not included in the
Notice of ensuing Annual General Meeting.

Auditors'' Report:

The Board has appointed M/ s. Rawka & Associates , Chartered Accountants to conduct the Statutory Audit for the
year 2024-25. There are no qualifications or adverse remarks in the Auditors'' Report which require any
clarification/explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.
Further the Auditors'' Report for the financial year ended, 31st March, 2025 is annexed herewith for your kind
perusal and information.

Secretarial Auditor:

In terms of Section 204(1) of Companies Act, 2013, read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, Regulation 24A of the SEBI (LODR) Regulations, 2015 (as amended), and other
applicable provisions, consent of the members be and is hereby accorded for the appointment of M/ s Vishakha
Agrawal & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company to conduct
Secretarial Audit for a term of five (5) consecutive years, commencing from FY 2025 -26 to FY 2029-30
Pursuant to the provisions of Section 204 of the Act, and the rules made thereunder, the Company has appointed
M/s JCA & Co. to undertake the Secretarial Audit of the Company. Secretarial Audit Reports for FY 2024-25 of the
Company is annexed, which forms part of this report as Annexure-I.

There are no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company.

Internal Auditor:

M/s. Mohandas & Co., Chartered Accountant, (Firm Registration Number - 106529W) are the Internal Auditors
of the Company and they have submitted the Internal Auditors Report for the current year 2025-26 as per the
requirement of the Act.

The Internal Auditor has not reported any qualification, reservation or adverse opinion during the period under
review.

DEPOSITS:

The Company has not accepted any deposits during the financial year as defined Section 73 of the Companies Act,
2013 read with Companies (Acceptance of Deposits) Rules, 2014; hence there is no default of re-payment, and any
unpaid / unclaimed deposits, as on 31st March, 2025.

Hence, the requirement of providing details relating to deposits as also of deposits which are not in compliance
with Chapter V of the Act is not applicable.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no material change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the
going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the Company which have
occurred between the end of the financial year under review and the date of this Report, except as stated below:

Rights Issue:

On April 16, 2025, the Board of Directors of the Company had passed a resolution to initiate a Rights Issue of equity
shares in order to strengthen the capital base and fund future business expansion. However, due to nonÂ¬
subscription of the issue by the shareholders, the Rights Issue was subsequently withdrawn.

Diversification of Business Activities and Change of Name:

During the year under review, the Company has diversified its scope of operations and altered its main objects to
include new lines of business, inter alia, gold mining, real estate, and agriculture. In line with this strategic shift
and to ensure that the corporate identity of the Company is aligned with its broadened business focus and longÂ¬
term vision, the Company now intends to change its name to more appropriately reflect its revised business
activities and future direction. Necessary steps in this regard are being initiated in compliance with applicable laws
and regulations.

MANAGEMENT DISCUSSION & ANALYSIS:

As required under Regulation 34 read with Schedule V (B) of SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018, report on "Management Discussion and Analysis" is attached as
Annexure-II and forms a part of this Report.

CORPORATE GOVERNANCE:

A report on Corporate Governance is attached as Annexure-III and forms part of this report. The Company has
complied with the conditions relating to Corporate Governance as stipulated in Regulation 27 of SEBI (Listing
Obligation & Disclosure Requirements) Regulations, 2015.

PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, the Company does not have any Subsidiary, Joint Ventures and Associate Company.
Therefore, Form AOC-1 for statement containing salient features of the financial statement of subsidiaries or
associate companies or joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of
Companies (Accounts) Rules, 2014 is Not Applicable.

DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP):

The Board of the Company is optimum combination of Directors to meet the criteria as specified Regulation 17 of
the SEBI LODR. The Company also have KMPs as specified under Section 203 of the Act and relevant regulations
of SEBI LODR. Details of Directors and KMPs during the FY 2024-25 and the date of this Report are as follows:

Name of Director	Designation	Date of Appointment	Change in Designation	Date of Resignation
Pavankumar Patel	Managing Director& CFO	02-12-2024	-	-
Ashishbhai J bechara	Independent Director	02-12-2024	-
Nileshbhai Shyamlal Koshti	Executive Director	28-08-2025
Akash Jitendrakumar Patel	Independent Director	28-08-2025
Kunj yogeshkumar Patel	Independent Director	05-12-2024	27-08-2025
Harsh Pravinbhai Patel	Non-Executive Director / Chairman	05-12-2024	27-08-2025	-
kiran parsotambhai makhecha	Independent Director	05-12-2024	-	-
Pratiksha Soni	Company Secretary	02-01-2025	-
Chander Parkash Sharma	Non-Executive Director/ Chairman	24.05.2024	-	03-12-2024
Avinash Anil Ghorpade	Managing Director	06.01.2023	-	03-12-2024
Arun kumar Tyagi	Non-Executive Director	12.08.2024	-	27-12-2024

Atul Tyagi	Executive Director	19.08.2024	-	04-12-2024
Mala Singh	Independent Director	12.08.2024		10-12-2024
Satish P Molashi	Independent Director	19-08-2024		10-12-2024
Pramod Gopal Behere	Non-Executive Director/ Chairman	31.10.2022		19.08.2024
Atul Subhash Pawar	Non-Executive Director	15.08.2022		12.08.2024
Savita Anup Patil	Independent Director	31.10.2022		19.08.2024
Namita Kudkar	Independent Director	31.10.2022		12.08.2024

Notes:

1. Mrs. Namita Kudkar resigned from the post of Independent Director w. e. f. August 12, 2024

2. Atul Subhash Pawar resigned from the post of Non-Executive Director w. e. f. August 12, 2024

3. Pramod Gopal Behere resigned from the post of Non-Executive Director / Chairman w. e. f. August 19, 2024.

4. Savita Anup Patil resigned from the post of Independent Director w. e. f. August 19, 2024.

5. Sakshi Chopra resigned from the post of Company Secretary and Compliance Officer w.e.f. August 28, 2024

6. Chander Prakash Sharma resigned from the post of Non-Executive Director / Chairman w. e. f. December 03,
2024.

7. Avinash Anil Ghorpade resigned from the post of Managing Director & Chief Financial Officer w. e. f. December
03, 2024.

8. Atul Tyagi resigned from the post of Executive Director w. e. f. December 04, 2024.

9. Mala Singh resigned from the post of Independent Director w. e. f. December 10, 2024

10. Satish P. Molashi resigned from the post of Independent Director w. e. f. December 10, 2024.

11. Arunkumar Tyagi resigned from the post of Non-Executive Director w. e. f. December 27, 2024.

12. Kunj Yogeshbhai Patel resigned from the post of Non-Executive Director & Independent Director
w. e. f. August 27, 2025

13. harsh Pravinkumar Patel resigned from the post of Non-Executive Director & Non Independent Director w. e.
f. August 27, 2025

DIRECTORS RESPONSIBILITY STATEMENT:

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

â¢ In the preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures.

â¢ The Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company at
the end of the financial year and of the profit and loss of the company for that period.

â¢ The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities.

â¢ The Directors have prepared the annual accounts on a going concern basis.

â¢ The Directors have laid down proper Internal Financial Controls ("IFC") and such IFC are adequate and were
operating effectively.

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

Declaration/Disclosures of Directors proposed to be appointed / re-appointed:

None of the directors of the company are disqualified under the provisions of the Companies Act, 2013 or under
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Directors have made necessary disclosures as required under the various provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETINGS OF BOARD OF DIRECTORS & COMPOSITION OF COMMITTEES:

During the year under Review, the Board met 15( Fifteen ) times.

The intervening gap between the meeting was within the period prescribed under the Companies Act 2013.

Board Meeting Dates are Finalized in Consultation with all Director and Agenda paper backed up by the
Comprehensive notes and Detailed background information are circulated well in advance before the date of the
meeting thereby enabling the Board to take information decision

Following is the Attendance of the each of the Director at the Board Meeting held during the period under review

S. No.	Date of Meeting	Board Strength	No. of Directors Present	% of Attendance
1.	May 24^th 2024	6	6	100
2.	May 27^th 2024	6	6	100
3.	July 18^th 2024	6	6	100
4.	August 12^th 2024,	6	6	100
5.	August 19^th ,2024	6	6	100
6.	August 28^th ,2024	6	6	100
7.	September 04^th 2024	6	6	100
8.	November 14^th, 2024	8	8	100
9.	December 02^nd, 2025	8	8	100
10.	December 05^th, 2025	6	6	100
11.	December 27^th, 2025	6	6	100
12.	January 02^nd, 2025	6	6	100
13.	January 25^th, 2025	6	6	100
14.	February 14^th, 2025	6	6	100
15.	March 25^th, 2025	6	6	100

Statement of Attendance of Directors at the Board Meeting, Last Annual General Meeting and Number of as on the
date of this report as follows:

Sr. No.	Name of Directors	Number of Board Meetings attended out of Meetings liable to attend	Attendance of the Last AGM Dated 30^th September, 2024
1.	Mr. Atul Pawar	04/04	NA
2.	Mrs. Namita Kudkar	04/04	NA
3.	Mrs. Savita Anup Patil	05/05	NA
4.	Pramod Gopal Behere	05/05	NA
5.	Mr. Avinash Anil Khorpade	09/09	Yes
6.	Mr. Chander Prakash Sharma	09/09	Yes

7.	Mr. Atul Tyagi	05/05	Yes
8.	Mr. Arun Tyagi	08/08	Yes
9.	Mrs. Mala Singh	06/06	Yes
10.	Mr. Satish P. Molashi	06/06	Yes
11	Mr. Pavankumar Patel	07/07	NA
12	Mr. Harshbhai Patel	06/06	NA
13	Mrs. Kunj yogeshbhai Patel	06/06	NA
14	Mrs. Kiranben portumbhai Makhecha	06/06	NA
15	Mr. Ashishbhai J Bechara	07/07	NA

DETAILS OF THE COMMITTEE:

Audit Committee:

The Audit Committee is constituted in accordance with the provisions of Regulation 18 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of The Companies Act, 2013.
The Company has in place a qualified and independent Audit Committee. The role of the Audit Committee includes
the powers as stipulated in LODR read with Section 177 of the Act.

The Audit Committee Consist of the following member as on march 31^st 2025

i. Kunj Yogeshbhai Patel

ii. Harsh Pravinbhai Patel

iii Kiran Parsotambhai Makhecha

During the year under review, audit committee met Five (5) times. Details of composition, committee meetings and
attendance of members are as follows:

Sr. No	Name of Members	No. of Meetings entitled to attend	No. of Meetings Attended
1.	Mr. Atul Pawar	02	02
2.	Mrs. Namita Kudkar	02	02
3.	Mrs. Savita Anup Patil	03	03
4.	Mr. Arun kumar Tyagi	04	04
5.	Mrs. Mala Singh	04	04
6.	Mr. Satish P Molashi	03	03
7.	Mr. Kunj Yogeshbhai Patel	03	03
8.	Mr. Harsh Pravinbhai Patel	03	03
9.	Kiran Parsotambhai Makhecha	03	03

Stakeholders Relationship Committee:

The Stakeholder Relationship Committee is constituted in accordance with the provisions of Regulation 20 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Act. The
role of the Stakeholders Relationship Committee includes the powers as stipulated in LODR read with Section 178
of the Act.

The Audit Committee Consist of the following member as on march 31^st 2025

i. kunj yogoshbhai Patel

ii. Harsh Pravinbhai Patel

iii Ashishbhai Jentilal Bechara

During the year under review, Stakeholder Relationship Committee met 5 (Five) times. Details of composition,
committee meetings and attendance of members are as follows:

Sr. No	Name of Members	No. of Meetings entitled to attend	No. of Meetings Attended
1.	Mr. Atul Pawar	02	02
2.	Mrs. Namita Kudkar	02	02
3.	Mrs. Savita Anup Patil	02	02
4.	Mr. Arun kumar Tyagi	02	02
5.	Mrs. Mala Singh	02	02
6.	Mr. Satish P Molashi	01	01
7.	Mr. Kunj Yogeshbhai Patel	01	01
8.	Mr. Harsh Pravinbhai Patel	01	01
9.	Kiran Parsotambhai Makhecha	01	01
10.	Ashishbhai Jentilal Bechara	01	01

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is constituted in compliance with the requirements under
Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section
178 of the Act.

The Audit Committee Consist of the following member as on march 31^st 2025

i. Kunj Yogeshbhai Patel

ii. Harsh Pravinbhai Patel

iii. Kiran Parsotambhai Makhecha

During the year under review, Nomination and Remuneration committee met 7 (Seven) time. Details of

composition, committee meetings and attendance of members are as follows:

Sr. No	Name of Members	No. of Meetings entitled to attend	No. of Meetings Attended
1.	Mr. Atul Pawar	03	03
2.	Mrs. Namita Kudkar	03	03
3.	Mrs. Savita Anup Patil	04	04
4.	Mr. Arun kumar Tyagi	04	04
5.	Mrs. Mala Singh	04	04
6.	Mr. Satish P Molashi	03	03
7.	Mr. Kunj Yogeshbhai Patel	03	03
8.	Mr. Harsh Pravinbhai Patel	03	03
9.	Kiran Parsotambhai Makhecha	03	03

COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

Company has been following well laid down policy on appointment and remuneration of Directors, KMP and
Senior Management Personnel. The appointments of Directors are made pursuant to the recommendation of
Nomination and Remuneration Committee.

The remuneration of Executive Directors comprises of Basic Salary and Perquisites and follows applicable
requirements of the Companies Act, 2013. Approval of shareholders and the Central Government, if so required,
for payment of remuneration to Executive Directors is sought, from time to time.

BOARDS EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and
individual directors pursuant to the provisions of the Act and SEBI LODR. In a separate meeting of Independent
Directors, performance of Non-Independent directors, the Board as a whole and Chairman of the Company was
evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation
of independent directors was done by the entire Board, excluding the independent director being evaluated.

DECLARATION BY INDEPENDENT DIRECTORS:

The company has received declarations from all the Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed under section 149 (7) of the Companies Act, 2013 and Regulation
16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DISCLOSURE UNDER SECRETARIAL STANDARDS:

Applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ''Meeting of the Board of Directors'' and ''General
Meetings'', respectively, have been duly followed by the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the company has formulated a
Policy on Related Party Transactions as approved by the Board of Directors which is also available on the
Company''s website https://tirupatityre.com/ and the same is considered for the purpose of identification and
monitoring Related Party transactions.

During the year under review, the Company has not entered any contracts or arrangement with its related parties
referred to in Section 188(1) of the Companies Act, 2013.

Disclosures in Form AOC-2 pertaining to material contract and arrangement in terms of Section 134(3)(h) of the
Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules 2014, is included in this report as
"Annexure - IV" and forms an integral part of this report.

FRAUD REPORTING BY AUDITOR:

During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any instances
of frauds committed by the Company by its officers or employees to the audit committee under section 143(12) of
the Companies Act, 2013, details of which needs to be mentioned in the Annual Report.

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

The disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo as required pursuant to provisions of Section 134(3)(m) of the Act, read with the Rules made
thereunder, is annexed herewith as Annexure-V and forming part of the report.

HUMAN RESOURCE, HEALTH & SAFETY:

The Company takes pride in its human capital, which comprises people from diverse backgrounds and cultures.
Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to
remain at the forefront.

Your Company has unflinching commitment and ensures that despite the challenges, the highly efficacious
medicines manufactured by the Company were made available across the world. The Company gives paramount
importance to safety, security and well-being of its human resources and maintains highest standards of health and
safety in all aspects.

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE ACT:

The particulars of loans, guarantees and investments have been disclosed in the financial statements for the
financial year 2024-25 which forms an integral Part of this annual report.

INTERNAL CONTROL SYSTEMS AND ADEQUACY:

Your Company has a robust and reliable system of internal controls commensurate with the nature of the business,
and the scale and complexity of operations. The Company has adopted policies and procedures covering all
financial, operating and compliance functions. The management is committed to ensure an effective internal
control environment, commensurate with the size and complexity of the business, which provides an

assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Pursuant to Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, details/information''s related to the remuneration of Directors, Key Managerial
Personnel and Employees are set out in "Annexure -VI" to this Report.

CERTIFICATE ON COMPLIANCE OF CORPORATE GOVERNANCE:

A Certificate of the Secretarial Auditor confirming its compliance with the conditions of Corporate Governance
stipulated under the SEBI (LODR) Regulations, 2015 is attached as Annexure-VII.

MANAGING DIRECTOR AND CFO CERTIFICATION ON FINANCIAL STATEMENTS:

A Certificate of the Managing Director and CFO of the Company in terms of Listing Regulations, inter alia,
confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control
measures and reporting of matters to the Audit Committee, is also annexed as Annexure- VIII.

CERTIFICATE ON DIRECTOR DEBARMENT OR DISQUALIFICATION:

A Certificate of the Auditor on verification of Debarment or Disqualification of Directors pursuant to Regulation
34 (3) read with Para C (10)(i) of Schedule V of the Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is attached as Annexure-IX.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

For the financial year 2024-25, the provision of Section 135 of the Companies Act, 2013 was not applicable on the
Company. Therefore, the Company has not made any contribution towards CSR expenditure.

POLICY ON NOMINATION AND REMUNERATION:

Policy on Directors'' appointment and remuneration is to follow the criteria as laid down under the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons
from diverse fields or professions. The Remuneration Policy is uploaded on the Company website
https:// tirupatityre.com/.

VIGIL MECHANISM:

The Board of Directors of the Company had adopted the Whistle Blower Policy in compliance with the provisions
of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. A mechanism has been established for employees to report concerns about
unethical behavior, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for
adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access
to the Chairperson of the Audit Committee in exceptional cases.

The Audit Committee reviews periodically the functioning of whistle blower mechanism. No complaints have been
received during the Financial Year ended 31^st March, 2025. No personnel have been denied access to the Audit
Committee during the Financial Year ended 31^st March, 2025.

A copy of the Whistle Blower Policy is available in the company''s website i.e. https:/ / tirupatityre.com/

POLICY AGAINST SEXUAL HARASSMENT:

The Company is committed to creating a healthy working environment that enables employees to work without
fear of prejudice and gender bias. The Company has formulated Policy on prevention, prohibition and redressal of
sexual harassment of women at workplaces in accordance with The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act 2013. Your Company has a robust mechanism in place to redress
complaints reported under it if any.

During the year under review, the Company has not received any complaints in this regard.

PARTICIPATION IN THE GREEN INITIATIVE:

Our Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of
Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the
Members are requested to join the said program by sending their preferred e-mail addresses to their Depository
Participant.

ACKNOWLEDGEMENTS AND APPRECIATION:

The Board takes this opportunity to thank all farmers, consumers, customers, vendors, investors, bankers and
Statutory Authorities for their continued support during the year. The Board also wishes to place on record its
sincere appreciation of the effort/ contribution made by its employees at all levels for their hard work, dedication
and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain
an industry leader. The Company''s consistent growth was made possible by their hard work, solidarity,
cooperation and support and look forward to their continued support in the future.

By Order of the Board
For Tirupati Tyres Limited

Sd/- Sd/-

Pavankumar Patel Ashishbhai J bechara

Managing Director & CFO Director

DIN: 10856066 DIN: 10856071

Date: September 01, 2025
Place: Mumbai

Mar 31, 2024

It gives me immense pleasure to present the 42^nd Board''s Report, on behalf of the Board of Directors (the âBoardâ) of the Company, along with the Balance Sheet, Profit and Loss account and Cash Flow statements, for the financial year ended March 31, 2024

FINANCIAL INFORMATION:		(Amount in Lakhs)
PARTICULARS	31^st March, 2024	31^st March, 2023
Total Income	40.87	28.97
Less: Total Expenses excluding Depreciation and tax	29.08	7.44
Profit before Depreciation & Tax	11.79	21.53
Less: Depreciation	0.00	0.00
Less: Exceptional Items	0.00	0.00
Profit/(Loss)before Tax	11.79	21.53
Less: Tax
i. Current Tax	2.95	0.00
ii. Deferred Tax	0.00	0.00
Profit/(Loss)after tax	8.84	21.53

BUSINESS OPERATIONS AND STATE OF AFFAIRS:

During the year under review, the Company has reported the Profit before Depreciation & Tax is Rs. 11.79 Lakhs as against a Profit of Rs. 21.53 Lakhs in the previous year. The Profit after tax is Rs. 8.84 Lakhs as against a Profit of Rs. 21.53 Lakhs in the previous year.

FINANCIAL STATEMENTS:

The Company has prepared the Annual Audited Financial Statements for the financial year ended 31st March 2024 in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 ("the Act").

In accordance with the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Annual Audited Financial Statements for the financial year ended 31 March 2024, together with Report of Auditors'' thereon, forms part of this annual report.

DIVIDEND:

Considering the need to conserve cash, your Board of Directors has not recommended any dividend on the equity shares of the Company for the financial year 2023-2024.

RESERVE:

The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriations for the financial year 2023-24.

SHARE CAPITAL:Authorized Share Capital:

The Authorized Share Capital of the Company as at 31^st March, 2024 is Rs. 30,00,00,000/- (Rupees Thirty Crores only) consisting of 3,00,00,000 (Three Crores only) Equity Shares of Rs.10/- (Rupees Ten only) each.

Issued & Subscribed Share Capital:

The Issued & Subscribed Capital of the Company as at 31^st March, 2024 is Rs. 24,44,35,000/- (Rupees Twenty Four Crore Forty Four Lakhs Thirty Five Thousand only) divided into 2,44,43,500 (Two Crores Forty Four Lakhs Forty Three Thousand Five Hundred) Equity Shares of Rs. 10/- Rupees Ten only) each.

AUDITORS AND THEIR REPORTS:Statutory Auditor:

M/s. Rawka & Associates, Chartered Accountants (FRN: 021606C) is appointed as the Statutory Auditors of the Company by the members at their 35^th Annual General Meeting held on 29^th September, 2023 to hold the office for a period of 5 (five) years till the conclusion of the 40^th Annual General Meeting to be held in the Financial Year 2028 as per the provisions of Section 139 of the Companies Act, 2013.

Auditors'' Report:

The Auditors'' Report on the financial statements of the Company forms a part of the Annual Report. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditors'' Report, which calls for any further comments or explanations.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act, and the rules made thereunder, the Company has appointed M/s JCA & Co. to undertake the Secretarial Audit of the Company. Secretarial Audit Reports for FY 2023-24 of the Company is annexed, which forms part of this report as Annexure-I.

There are no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company.

Internal Auditor:

M/s. Mohandas & Co., Chartered Accountant, (Firm Registration Number - 106529W) are the Internal Auditors of the Company and they have submitted the Internal Auditors Report for the current year 2023-24 as per the requirement of the Act.

The Internal Auditor has not reported any qualification, reservation or adverse opinion during the period under review.

DEPOSITS:

The Company has not accepted any deposits during the financial year as defined Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014; hence there is no default of re-payment, and any unpaid / unclaimed deposits, as on 31st March, 2024.

Hence, the requirement of providing details relating to deposits as also of deposits which are not in compliance with Chapter V of the Act is not applicable.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no material change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS:

There is no material change and commitment affecting the financial position of the Company which has occurred between end of the Financial Year under review and the date of this Report.

MANAGEMENT DISCUSSION & ANALYSIS:

As required under Regulation 34 read with Schedule V (B) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, report on "Management Discussion and Analysis" is attached as Annexure-II and forms a part of this Report.

CORPORATE GOVERNANCE:

A report on Corporate Governance is attached as Annexure-III and forms part of this report. The Company has complied with the conditions relating to Corporate Governance as stipulated in Regulation 27 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.

PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, the Company does not have any Subsidiary, Joint Ventures and Associate Company. Therefore, Form AOC-1 for statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is Not Applicable.

DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP):

The Board of the Company is optimum combination of Directors to meet the criteria as specified Regulation 17 of the SEBI LODR. The Company also have KMPs as specified under Section 203 of the Act and relevant regulations of SEBI LODR. Details of Directors and KMPs during the FY 2023-24 are as follows:

Name of the Director and KMP	Designation	Date of Appointment	Change in Designation	Date of Resignation
Chander Parkash Sharma	Non-Executive Director / Chairman	24.05.2024	-	-
Avinash Anil Ghorpade	Managing Director	06.01.2023	-	-
Arun Tyagi	Non-Executive Director	12.08.2024	-	-
Atul Tyagi	Executive Director	19.08.2024	-	-
Mala Singh	Independent Director	12.08.2024	-	-

Satish P Molasi	Independent Director	19.08.2024	_-	_-
Avinash Anil Ghorpade	CFO	06.01.2023	-	-
Sakshi Chopra$	Company Secretary	31.10.2022	-	28.08.2024
Pramod Gopal Behere*	Non-Executive Director / Chairman	31.10.2022	-	19.08.2024
Atul Subhash Pawar@	Non-Executive Director	15.08.2022	-	12.08.2024
Savita Anup Patil&	Independent Director	31.10.2022	-	19.08.2024
Namita Bhalchandra Kudkar#	Independent Director	15.08.2022	-	12.08.2024

Notes:

*Pramod Gopal Behere resigned from the post of Non-Executive Director / Chairman w. e. f. August 19, 2024.

@Atul Subhash Pawar resigned from the post of Non-Executive Director w. e. f. August 12, 2024.

&Savita Anup Patil resigned from the post of Independent Director w. e. f. August 19, 2024 #Namita Bhalchandra Kudkar resigned from the post of Independent Director w. e. f. August 12, 2024.

$ Sakshi Chopra resigned from the post of Company Secretary and Compliance Officer w.e.f. August 28, 2024.

DIRECTORS RESPONSIBILITY STATEMENT:

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

â¢ In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

â¢ The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

â¢ The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

â¢ The Directors have prepared the annual accounts on a going concern basis.

â¢ The Directors have laid down proper Internal Financial Controls ("IFC") and such IFC are adequate and were operating effectively.

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

Declaration/Disclosures of Directors proposed to be appointed / re-appointed:

None of the directors of the company are disqualified under the provisions of the Companies Act, 2013 or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Directors have made necessary disclosures as required under the various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETINGS OF BOARD OF DIRECTORS & COMPOSITION OF COMMITTEES:

During the Financial Year 2023-24, 07 (Seven) Board Meetings were held on May 27, 2023, June 20, 2023, July 27, 2023, August 14, 2023, September 05, 2023, November 04, 2023 and February 13, 2024.

Statement of Attendance of Directors at the Board Meeting, Last Annual General Meeting and Number of as on the date of this report as follows:

Sr. No.	Name of Directors	Number of Board Meetings attended out of Meetings liable to attend	Attendance of the Last AGM dated 29^th September, 2023
1.	Mr. Avinash Anil Ghorpade	07/07	Yes
2.	Mr. Atul Subhash Pawar	07/07	Yes
3.	Mrs. Namita Kudkar	07/07	Yes
4.	Mrs. Savita Anup Patil	07/07	Yes
5.	Mr. Pramod Gopal Behere	07/07	Yes

DETAILS OF THE COMMITTEE:Audit Committee:

The Audit Committee is constituted in accordance with the provisions of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of The Companies Act, 2013. The Company has in place a qualified and independent Audit Committee. The role of the Audit Committee includes the powers as stipulated in LODR read with Section 177 of the Act.

During the year under review, audit committee met 6 (Six) times. Details of composition, committee meetings and attendance of members are as follows:

Sr. No	Name of Members	No. of Meetings entitled to attend	No. of Meetings Attended
1.	Mrs. Namita Kudkar	06	06
2.	Mrs. Savita Anup Patil	06	06
3.	Mr. Atul Pawar	06	06

Stakeholders Relationship Committee:

The Stakeholder Relationship Committee is constituted in accordance with the provisions of Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Act. The role of the Stakeholders Relationship Committee includes the powers as stipulated in LODR read with Section 178 of the Act.

During the year under review, audit committee met 4 (Four) times. Details of composition, committee meetings and attendance of members are as follows:

Sr. No	Name of Members	No. of Meetings entitled to attend	No. of Meetings Attended
1.	Mrs. Namita Kudkar	04	04
2.	Mrs. Savita Anup Patil	04	04
3.	Mr. Atul Subhash Pawar	04	04

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is constituted in compliance with the requirements under Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with

Section 178 of the Act.

During the year under review, Nomination and Remuneration committee met 1 (One) time. Details of composition, committee meetings and attendance of members are as follows:

Sr. No	Name of Members	No. of Meetings entitled to attend	No. of Meetings Attended
1.	Mrs. Namita Kudkar	01	01
2.	Mrs. Savita Anup Patil	01	01
3.	Mr. Atul Subhash Pawar	01	01

COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

Company has been following well laid down policy on appointment and remuneration of Directors, KMP and Senior Management Personnel. The appointments of Directors are made pursuant to the recommendation of Nomination and Remuneration Committee.

The remuneration of Executive Directors comprises of Basic Salary and Perquisites and follows applicable requirements of the Companies Act, 2013. Approval of shareholders and the Central Government, if so required, for payment of remuneration to Executive Directors is sought, from time to time.

BOARDS EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI LODR. In a separate meeting of Independent Directors, performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

DECLARATION BY INDEPENDENT DIRECTORS:

The company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section 149 (7) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DISCLOSURE UNDER SECRETARIAL STANDARDS:

Applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ''Meeting of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the company has formulated a Policy on Related Party Transactions as approved by the Board of Directors which is also available on the Company''s website www.tirupatityres.com and the same is considered for the purpose of identification and monitoring Related Party transactions.

During the year under review, the Company has not entered any contracts or arrangement with its related parties referred to in Section 188(1) of the Companies Act, 2013.

Disclosures in Form AOC-2 pertaining to material contract and arrangement in terms of Section 134(3)(h) of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules 2014, is included in this report as "Annexure - IV" and forms an integral part of this report.

FRAUD REPORTING BY AUDITOR:

During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any instances of frauds committed by the Company by its officers or employees to the audit committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in the Annual Report.

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

The disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required pursuant to provisions of Section 134(3)(m) of the Act, read with the Rules made thereunder, is annexed herewith as Annexure-V and forming part of the report.

ANNUAL RETURN:

The extract of Annual Return of the Company as on March 31, 2023 in form MGT - 9 in accordance with section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached as "Annexure -VI " to this Report.

HUMAN RESOURCE, HEALTH & SAFETY:

The Company takes pride in its human capital, which comprises people from diverse backgrounds and cultures. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront.

Your Company has unflinching commitment and ensures that despite the challenges, the highly efficacious medicines manufactured by the Company were made available across the world. The Company gives paramount importance to safety, security and well-being of its human resources and maintains highest standards of health and safety in all aspects.

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE ACT:

The particulars of loans, guarantees and investments have been disclosed in the financial statements for the financial year 2022-23 which forms an integral Part of this annual report.

INTERNAL CONTROL SYSTEMS AND ADEQUACY:

Your Company has a robust and reliable system of internal controls commensurate with the nature of the business, and the scale and complexity of operations. The Company has adopted policies and procedures covering all financial, operating and compliance functions. The management is committed to ensure an effective internal control environment, commensurate with the size and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Pursuant to Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details/information''s related to the remuneration of Directors, Key Managerial Personnel and Employees are set out in "Annexure -VII" to this Report.

CERTIFICATE ON COMPLIANCE OF CORPORATE GOVERNANCE:

A Certificate of the Secretarial Auditor confirming its compliance with the conditions of Corporate Governance stipulated under the SEBI (LODR) Regulations, 2015 is attached as Annexure-VIII.

MANAGING DIRECTOR AND CFO CERTIFICATION ON FINANCIAL STATEMENTS:

A Certificate of the Managing Director and CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed as Annexure- IX.

CERTIFICATE ON DIRECTOR DEBARMENT OR DISQUALIFICATION:

A Certificate of the Auditor on verification of Debarment Or Disqualification of Directors pursuant to Regulation 34 (3) read with Para C (10)(i) of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure-X.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

For the financial year 2023-24, the provision of Section 135 of the Companies Act, 2013 was not applicable on the Company. Therefore, the Company has not made any contribution towards CSR expenditure.

POLICY ON NOMINATION AND REMUNERATION:

Policy on Directors'' appointment and remuneration is to follow the criteria as laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons from diverse fields or professions. The Remuneration Policy is uploaded on the Company website www.tirupatityres.com

VIGIL MECHANISM:

The Board of Directors of the Company had adopted the Whistle Blower Policy in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.

The Audit Committee reviews periodically the functioning of whistle blower mechanism. No complaints have been received during the Financial Year ended 31^st March, 2024. No personnel have been denied access to the Audit Committee during the Financial Year ended 31^st March, 2024.

A copy of the Whistle Blower Policy is available in the company''s website i.e. www.tirupatityres.com POLICY AGAINST SEXUAL HARASSMENT:

The Company is committed to creating a healthy working environment that enables employees to work without fear of prejudice and gender bias. The Company has formulated Policy on prevention, prohibition and redressal of sexual harassment of women at workplaces in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. Your Company has a robust mechanism in place to redress complaints reported under it if any.

During the year under review, the Company has not received any complaints in this regard. ACKNOWLEDGEMENTS AND APPRECIATION:

The Board takes this opportunity to thank all farmers, consumers, customers, vendors, investors, bankers and Statutory Authorities for their continued support during the year. The Board also wishes to place on record its sincere appreciation of the effort/ contribution made by its employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain an industry leader. The Company''s consistent growth was made possible by their hard work, solidarity, cooperation and support and look forward to their continued support in the future.

Mar 31, 2023

Your Directors are pleased to present the 35^th (Thirty Fifth) Annual Report and Audited Financial Statements for the year ended on 31st March, 2023. The summarized financial performance for the year ended 31st March, 2023 is as follows:

FINANCIAL PERFORMANCE:

PARTICULARS	31^st March, 2023	31^st March, 2022
Total Income	28.97	26.46
Less: Total Expenses excluding Depreciation and tax	7.44	10.73
Profit before Depreciation & Tax	21.53	15.73
Less: Depreciation	0.00	0.00
Less: Exceptional Items	0.00	0.00
Profit/(Loss)before Tax	21.53	15.73
Less: Tax
i. Current Tax	0.00	0.00
ii. Deferred Tax	0.00	0.00
Profit/(Loss)after tax	21.53	15.73

BUSINESS OPERATIONS AND STATE OF AFFAIRS:

During the year under review, the Company has reported the Profit before Depreciation & Tax is Rs. 21.53 Lakhs as against a Profit of Rs. 15.73 Lakhs in the previous year. The Profit after tax is Rs. 21.53 Lakhs as against a Profit of Rs. 15.73 Lakhs in the previous year.

FINANCIAL STATEMENTS:

The Company has prepared the Annual Audited Financial Statements for the financial year ended 31st March 2023 in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (âthe Actâ).

In accordance with the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Annual Audited Financial Statements for the financial year ended 31 March 2023, together with Report of Auditorsâ thereon, forms part of this annual report.

DIVIDEND:

Considering the need to conserve cash, your Board of Directors has not recommended any dividend on the equity shares of the Company for the financial year 2022-2023.

TRANSFER TO RESERVE:

The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriations for the FY 2022-23.

SHARE CAPITAL & ALLOTMENTS:

During the year under review, the following changes made hereunder that:

â¢ the Company has increased its Authorised Share Capital from Rs. 5,00,00,000/- (Rupees Five Crores only) consisting of 50,00,000 (Fifty Lacs) Equity Shares of Rs.10/- (Rupees Ten only) each to Rs. 30,00,00,000/- (Rupees Thirty Crores only) consisting of 3,00,00,000 (Three Crores only) Equity Shares of Rs.10/- (Rupees Ten only) each, by creation of additional 2,50,00,000 (Two Crores Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten only) each w.e.f. 18^th October, 2022.

â¢ the Company has issued 2,10,00,000 (Two Crores Ten Lacs) Convertible Equity Warrants through preferential allotment/private placement w.e.f. 18^th October, 2022.

â¢ the Company has allotted 2,10,00,000 (Two Crores Ten Lacs) Equity Shares upon conversion of Convertible Equity Warrants allotted through preferential allotment/private placement w.e.f 30^th March, 2023.

Authorized Share Capital:

The Authorized Share Capital of the Company as at March 31, 2023 is Rs. 30,00,00,000/- (Rupees Thirty Crores only) consisting of 3,00,00,000 (Three Crores only) Equity Shares of Rs.10/- (Rupees Ten only) each.

Issued & Subscribed Share Capital:

The Issued & Subscribed Capital of the Company as at March 31, 2023 is Rs. 24,44,35,000/-(Rupees Twenty Four Crore Forty Four Lacs Thirty Five Thousand only) divided into 2,44,43,500 (Two Crores Forty Four Lacs Forty Three Thousand Five Hundred) Equity Shares of Re. 10/- each.

AUDITORS AND THEIR REPORTS:

Statutory Auditor:

M/s. ADV & Associates, Chartered Accountants (FRN: 128045W) has tendered their resignation to discontinue as the Statutory Auditor of the Company due to Preoccupancy and further remaining terms of their period. Hence, in order to fill up the casual vacancy the Company has appointed M/s. Rawka & Associates, Chartered Accountants (021606C) in the Board Meeting held on September 05, 2023. The office of M/s. Rawka & Associates., Chartered Accountants, are to be confirmed by the members in the ensuing Annual General Meeting, Further, their appointment shall be for the tenure of 05 (Five) years.

Auditorsâ Report:

The Auditorsâ Report on the financial statements of the Company forms a part of the Annual Report. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditorsâ Report, which calls for any further comments or explanations.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act, and the rules made thereunder, the Company has appointed M/s. JCA & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company. Secretarial Audit Reports for FY 2022-23 of the Company is annexed, which forms part of this report as Annexure-I.

There are no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company.

Internal Auditor:

M/s. A R Gupta & Co., Practicing Company Secretaries, are the Internal Auditors of the Company and they have submitted the Internal Auditors Report for the current year 2022-23 as per the requirement of the Act.

The Internal Auditor has not reported any qualification, reservation or adverse opinion during the period under review.

PUBLIC DEPOSITS:

The company has not invited any Public deposits during the year and as such there has been no default in repayment of deposit or payment of interest thereon during the year. There were no outstanding fixed deposits as on 31st March, 2023. (Rs. Nil as on 31st March, 2022). The company is in compliance with provisions of the Companies Act, 2013 and rules made thereunder in respect of deposits.

Hence, the requirement of providing details relating to deposits as also of deposits which are not in compliance with Chapter V of the Act is not applicable.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no material change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN END OF FINANCIAL YEAR AND DATE OF THIS REPORT

There is no material change and commitment affecting the financial position of the Company which has occurred between end of the Financial Year under review and the date of this Report.

MANAGEMENT DISCUSSION & ANALYSIS

As required under Regulation 34 read with Schedule V (B) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, report on âManagement Discussion and Analysisâ is attached as Annexure-II and forms a part of this Report.

CORPORATE GOVERNANCE

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Corporate Governance provisions are not applicable to your Company. However, the Company thinks that it a good practice to follow the governance to increase the stakeholders trust and provide you with a separate Report on Corporate Governance as Annexure-III forms an integral part of the Annual Report.

PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, the Company does not have any Subsidiary, Joint Ventures and Associate Company. Therefore, Form AOC-1 for statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is Not Applicable.

DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP)

a. Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Atul Subhash Pawar (DIN: 09692216) of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Atul Subhash Pawar (DIN: 09692216) as Director in the forthcoming Annual General Meeting of the Company. Your Board has recommended his re-election.

b. Changes in Directors/ Key Managerial Personnel (KMPs):

Following changes were made in the Board w.e.f 15^th August 2022:

Â¦ Mr. Saugat Mahapatra (DIN: 09331789) appointed as Managing Director & CFO of the Company.

Â¦ Mrs. Namita Kudkar (DIN: 09692219) appointed as Independent Director (Additonal) of the Company.

Â¦ Mr. Atul Pawar (DIN: 09692216) appointed as Whole-Time Director of the Company.

Â¦ Designation of Mrs. Nikita Hardik Parekh (DIN: 06800141) changed from Managing Director & CFO to Non-Executive Director & Chairperson of the Company.

Â¦ Mr. Vishal Sonawane, (DIN: 08103078) resigned from the post of Independent Director of the Company.

Â¦ Mrs. Vijayshree Krishnat Desai (DIN: 08198477) resigned from the post of Independent Director of the Company.

Following changes were made in the Board w.e.f 14^th September 2022:

Â¦ Ms. Apeksha Manoj Jadhav (DIN: 07899665) resigned from the post of Independent Director of the Company.

Following changes were made in the Board w.e.f 31^st October 2022:

Â¦ Mrs. Nikita Hardik Parekh (DIN: 06800141) resigned from the post of Non-Executive Director & Chairperson of the Company.

Â¦ Mr. Pramod Behere (DIN: 08644975) appointed as Non-Executive Director & Chairman of the Company.

Â¦ Ms. Savita Patil (DIN: 08640454) appointed as Independent Director of the Company.

Â¦ Designation of Mr. Atul Pawar (DIN: 09692216) has been changed from Whole-Time Director of the Company to Non-Executive Director of the Company.

Â¦ Mrs. Sakshi Chopra, an associate member of the Institute of Company Secretaries of India holding Membership No. A65370, appointed as Company Secretary & Compliance Officer of the company.

Following changes were made in the Board w.e.f 08^th December, 2022:

Â¦ Mr. Saugat Mahapatra (DIN: 09331789) resigned from the post of Managing Director & CFO of the Company.

Following changes were made in the Board w.e.f 06^th January, 2023:

Â¦ Mr. Avinash Anil Ghorpade (DIN: 09848799) appointed as Managing Director & CFO of the Company.

c. Composition

The current composition of the Board is in accordance with the provisions of Section 149 of the Act

and Regulation 17 of the Listing Regulations and specifically stated in Corporate Governance

Report.

d. Declaration/Disclosures of Directors proposed to be appointed / re-appointed

None of the directors of the company are disqualified under the provisions of the Companies Act,

2013 or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Directors have made necessary disclosures as required under the various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Brief profile of Mr. Atul Subhash Pawar proposed to be re-appointed and his Qualification, Experience alongwith the name of Companies in which he hold the Directorship and Listed Companies in which he hold Chairmanship/membership of the Committees of the Board, as stipulated under Regulations 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings is given as Annexure to the Notice convening the 35^th Annual General Meeting.

MEETINGS OF BOARD OF DIRECTORS & COMPOSITION OF COMMITTEES

During the reporting period, the Board of Directors met 13 (Thirteen) times during the financial year. As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013 and the rules framed thereunder the composition and meetings of the Audit Committee were in line with the provisions of the Companies Act, 2013 and the Listing Regulations.

During the year under review, all the recommendations of the Audit Committee were duly accepted by the Board of Directors. The requisite details of Audit Committee along with composition, number of meetings of all other Board Committees held during the year under review and attendance at the meetings are provided in the Report on Corporate Governance forming a part of the Annual Report.

DECLARATION U/S 149(6) OF THE ACT

All the Independent Directors (IDs) have given declarations u/s 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they meet the criteria of independence as laid down under the said Section/ Regulation. The Directors of the Company have also confirmed that they were not disqualified to be appointed as Directors as per Section 164(2) of the Companies Act, 2013 and that they have not been debarred by SEBI or any other statutory authority to hold an office of director in a company.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS

A formal evaluation of the performance of the Board, itâs Committees, the Chairman and the individual Directors was carried out for the year 2022-23. Led by the Nomination & Remuneration Committee, the evaluation was done using individual questionnaires covering amongst others vision, strategy & role clarity of the Board, Board dynamics & processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.

As part of the evaluation process, the performance of non-independent Directors, the Chairman and the Board was done by the independent Directors. The performance evaluation of the respective Committees and that of independent and non-independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed satisfaction with the evaluation process.

DISCLOSURE UNDER SECRETARIAL STANDARDS

Applicable Secretarial Standards i.e. SS-1 and SS-2 relating to âMeeting of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the company has formulated a Policy on Related Party Transactions as approved by the Board of Directors which is also available on the Companyâs website www.tirupatityres.com and the same is considered for the purpose of identification and monitoring Related Party transactions.

During the year under review, the Company has not entered any contracts or arrangement with its related parties referred to in Section 188(1) of the Companies Act, 2013.

Disclosures in Form AOC-2 pertaining to material contract and arrangement in terms of Section 134(3)(h) of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules 2014, is included in this report as âAnnexure - IVâ and forms an integral part of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required pursuant to provisions of Section 134(3)(m) of the Act, read with the Rules made thereunder, is annexed herewith as Annexure-V and forming part of the report.

ANNUAL RETURN:

HUMAN RESOURCE, HEALTH & SAFETY

The Company takes pride in its human capital, which comprises people from diverse backgrounds and cultures. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront.

Your Company has unflinching commitment and ensures that despite the challenges, the highly efficacious medicines manufactured by the Company were made available across the world. The Company gives paramount importance to safety, security and well-being of its human resources and maintains highest standards of health and safety in all aspects.

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE ACT

The particulars of loans, guarantees and investments have been disclosed in the financial statements for the financial year 2022-23 which forms an integral Part of this annual report.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

Your Company has a robust and reliable system of internal controls commensurate with the nature of the business, and the scale and complexity of operations. The Company has adopted policies and procedures covering all financial, operating and compliance functions. The management is committed to ensure an effective internal control environment, commensurate with the size and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details/informationâs related to the remuneration of Directors, Key Managerial Personnel and Employees are set out in âAnnexure -VIIâ to this Report.

CERTIFICATE ON COMPLIANCE OF CORPORATE GOVERNANCE

A Certificate of the Secretarial Auditor confirming its compliance with the conditions of Corporate Governance stipulated under the SEBI (LODR) Regulations, 2015 is attached as Annexure-VDI.

MANAGING DIRECTOR AND CFO CERTIFICATION ON FINANCIAL STATEMENTS

A Certificate of the Managing Director and CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed as Annexure- IX.

CERTIFICATE ON DIRECTOR DEBARMENT OR DISQUALIFICATION

CORPORATE SOCIAL RESPONSIBILITY (CSR):

For the financial year 2022-23, the provision of Section 135 of the Companies Act, 2013 was not applicable on the Company. Therefore, the Company has not made any contribution towards CSR expenditure.

DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company, to the best of their knowledge and belief and according to the information and explanations obtained by them, state that:

Â¦ In the preparation of the annual accounts for the year ended 31st March, 2023 the applicable accounting standards have been followed and there are no material departures from the same;

Â¦ They have selected such accounting policies, judgments and estimates that are reasonable and prudent and have applied them consistently so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the statement of Profit and Loss as well as Cash Flow of the company for the year ended on that date;

Â¦ Proper and sufficient care has been taken 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;

Â¦ The annual accounts have been prepared on a going concern basis;

Â¦ Necessary internal financial controls have been laid down by the Company and the same are commensurate with its size of operations and that they are adequate and were operating effectively; and

Â¦ Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:

Pursuant to section 143(12) of the Companies Act, 2013, there was no frauds reported by the Statutory Auditor of the Company under section 143(12) of the Companies Act, 2013.

POLICY ON NOMINATION AND REMUNERATION

Policy on Directorsâ appointment and remuneration is to follow the criteria as laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons from diverse fields or professions. The Remuneration Policy is uploaded on the Company website www.tirupatitvres.com

VIGIL MECHANISM

The Board of Directors of the Company had adopted the Whistle Blower Policy in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.

The Audit Committee reviews periodically the functioning of whistle blower mechanism. No complaints have been received during the Financial Year ended March 31, 2023. No personnel have been denied access to the Audit Committee during the Financial Year ended March 31, 2023.

A copy of the Whistle Blower Policy is available in the companyâs website i.e. www.tirupatitvres.com

POLICY AGAINST SEXUAL HARASSMENT

The Company is committed to creating a healthy working environment that enables employees to work without fear of prejudice and gender bias. The Company has formulated Policy on prevention, prohibition and redressal of sexual harassment of women at workplaces in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. Your Company has a robust mechanism in place to redress complaints reported under it if any.

During the year under review, the Company has not received any complaints in this regard.

ACKNOWLEDGEMENTS AND APPRECIATION

The Board takes this opportunity to thank all farmers, consumers, customers, vendors, investors, bankers and Statutory Authorities for their continued support during the year. The Board also wishes to place on record its sincere appreciation of the effort/ contribution made by its employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain an industry leader. The Companyâs consistent growth was made possible by their hard work, solidarity, cooperation and support and look forward to their continued support in the future.

By Order of the Board For Tirupati Tyres Limited

Sd/- Sd/-

Avinash Anil Ghorpade Atul Subhash Pawar

Managing Director & CFO Whole time Director

DIN: 09848799 DIN: 09692216

Date: 05^th September, 2023 Place: Mumbai

Mar 31, 2015

To,

The Members,

The Directors have pleasure in presenting the Annual Report together with the Audited statement of Accounts of the Company for the year ended 31st March, 2015.

OPERATION DURING THE YEAR

The company's operational activity was satisfactory.

FINANCIAL RESULTS

Your Company financial performance during the year 2014-15 is summarized below:

(Rs. In Lacs)

Particulars 2014-2015 2013-2014

Turnover 67,55,231 42,19,300

Expenses 62,15,098 40,63,047

Profit Before Tax 5,40,133 1,56,253

Provision for Taxation 1,66,901 51,563

Profit After Tax 3,73,232 1,04,690

OPERATIONS

The Company's net profit for the Financial Year ended March 31, 2015 stood at Rs. 3.73 lacs as against a net profit of Rs.1.04 lacs in the previous year.

DIVIDEND

Considering the insufficiency of profit, the Board of directors expresses their inability to recommend any dividend on equity shares for the year ended March 31, 2015.

RESERVES

The company's profit of Rs. 3.73 lacs for the current year has been carried to the reserves.

PUBLIC DEPOSITS

During the year, the Company has not accepted any deposit.

AUDITORS

M/s Vishvesh A. Shah & Co., Chartered Accountants, the Statutory Auditors of the Company resigned on May 20, 2015 due to their pre-occupations. The Board appointed M/s S K Kumar & Company, Chartered Accountants as Statutory Auditors to audit the books of accounts for the FY 2014-2015. The Company has received confirmation that their appointment, if made, would be within the prescribed limit specified under relevant sections of the Companies Act and that they are not disqualified for such appointment. Further, the members have confirmed the appointment of M/s S K Kumar & Co. vide Postal Ballot. Your Directors recommend appointment of M/s. S K Kumar & Company as the Statutory Auditors of the Company for the current financial year and fixation of their remuneration.

AUDITORS

Statutory Auditors

The Auditors' Report on the financial statement for the current year is self-explanatory, therefore does not require any further explanation.

Secretarial Auditor

M/s Ramesh Chandra Bagdi & Associates were appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2014-2015 pursuant to section 204 of the Companies Act, 2013 and rules made thereunder.

The Secretarial Audit Report for the FY 2014-2015, forms part of the Annual Report.

DIRECTORS

In accordance with the Companies Act, Naveen Pujari is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for appointment.

Mr. Arslan Khan who has been appointed as Director and CFO, his term expires at the ensuing Annual General Meeting. Members are requested to confirm his appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed.

VIGIL MEGHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

PARTICULARS OF EMPLOYEES

The Company does not have any employee/Director who is in receipt of remuneration aggregating to the sum prescribed in Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

CORPORATE SOCIAL RESPONSIBILITY

CSR Provisions does not apply to the company.

RELATED PARTY TRANSACTIONS

No transactions were carried out between any of the related parties in the year under review.

RISK MANAGEMENT

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 the Directors state that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) Appropriate accounting policies have been selected and applied consistently and have 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 March 31, 2015 and of the profit and loss of the Company for the year ended March 31, 2015;

(c) Proper and sufficient care has been taken 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) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;

(f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

SEBI has vide its circular has amended the provisions of Listing Agreement pertaining to applicability of Clause 49. Vide the said circular, compliance with the provisions of Clause 49 of the Listing Agreement is not mandatory.

The Company and has adopted most of the provisions of Clause 49 of the Listing agreement. The said report on Corporate Governance of the Company regarding the compliance of conditions of Corporate Governance and also the Management Discussion and Analysis Report are annexed to this report.

DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Independent Directors of the Company have given the declaration to the Company that they qualify the criteria of independence as required under the Act.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee, including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith.

ACKNOWLEDGEMENTS

Your Directors takes opportunity to show gratitude towards the assistance and co-operation received from Shareholders, Bankers and Regulatory Bodies.

For and on Behalf of the Board of Directors of

Tirupati Tyres Limited

Date: September 01, 2015 Director Director

Mar 31, 2014

Dear Members

The Directors'' present the Annual report on the business and operations of your Company for the year 2013-14.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Year Ended Year Ended Particulars 31.03.2014 31.03.2013 (Amt in Rs.) (Amt in Rs.)

Gross Sales/Income 4219300 2911000

Less Total Expenses 4063047 2757475

Profit/(Loss) before Tax 156253 153525

Taxes/Deferred Taxes 51563 50663

Profit/(Loss) After Taxes 104690 102862

PARTICULARS OF EMPLOYEES:

There are no employees drawing the remuneration in excess of ceiling prescribed under provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956 as amended from time to time. Hence no information is required to be appended to this report in this regard.

DIRECTORS:

Mr. Radheshyam Poddar, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Amendment Act, 2000 your Director confirms that in the preparation of the annual accounts.

1. The applicable accounting standards have been followed along with proper explanation relating to material departures.

2. Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, so as to give a true and fair view of the state of affairs of the company at the end of the financial Year and the profit/loss of the company for that period.

3. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

CORPORATE GOVERNANCE:

A comprehensive report on corporate governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed at the end of Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

APPOINTMENT OF AUDITORS:

M/s. Vishves A.Shah & Co., Chartered Accountants, Ahmedabad Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review. Your Company is listed with the Ludhiana Stock Exchange.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

DATE : 22.04.2014 BY ORDER OF THE BOARD OF PLACE : AHMEDABAD DIRECTORS

Sd/- (CHAIRMAN)

Mar 31, 2013

Dear Members

The Directors'' present the Annual report on the business and operations of your Company for the year 2012-13.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Year Ended Year Ended Particulars 31.03.2013 31.03.2012 (Amt in Rs.) (Amt in Rs.)

Gross Sales/Income 2911000 175500

Less Depreciation 94525 94525

Profit/(Loss) before Tax 153525 41,075

Taxes/Deferred Taxes 50663 13555

Profit/(Loss) After Taxes 102862 27520 P& L Balance b/f (13799192) (13671137)

Profit/ (Loss) carried to Balance Sheet (13696330) (13799192)

PARTICULARS OF EMPLOYEES:

There are no employees drawing the remuneration in excess of ceiling prescribed under provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956 as amended from time to time. Hence no information is required to be appended to this report in this regard.

DIRECTORS:

Mr. Bhuban Dutta, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re- appointment.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts.

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, so as to give a true and fair view of the state of affairs of the company at the end of the financial Year and the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

CORPORATE GOVERNANCE:

A comprehensive report on corporate governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed at the end of Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

APPOINTMENT OF AUDITORS:

M/s. Sandeep Manuja & Associates, Chartered Accountants, Ludhiana Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1- B) of the Companies Act, 1956.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review. Your Company is listed with the Ludhiana Stock Exchange.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Director Date: 29/05/2013 Place: Ludhiana Sd/- Sd/- Sd/- Radheshyam Poddar H. K. Choudhary Bhuban Dutta Director Director Director

Mar 31, 2012

Dear Members

The Directors'' present the Annual report on the business and operations of your Company for the year 2011-12.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Year Ended Year Ended Particulars 31.03.2012 31.03.2011 (Amt in Rs.) (Amt in Rs.)

Gross Sales/Income 175,500 -

Less Depreciation 94525 94525

Profit/(Loss) before Tax 41075 (155575)

Taxes/Deferred Taxes - - Profit/(Loss) After Taxes 27,520 (155575)

P& L Balance b/f (13826712) (13671137)

Profit/ (Loss) carried to Balance Sheet (13,799,192) (13826712)

PARTICULARS OF EMPLOYEES:

There are no employees drawing the remuneration in excess of ceiling prescribed under provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956 as amended from time to time. Hence no information is required to be appended to this report in this regard.

DIRECTORS:

Mr. Hari Kumar Choudhary, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts.

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, so as to give a true and fair view of the state of affairs of the company at the end of the financial Year and the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

CORPORATE GOVERNANCE:

A comprehensive report on corporate governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed at the end of Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

APPOINTMENT OF AUDITORS:

M/s. Sandeep Manuja & Associates, Chartered Accountants, Ludhiana Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1- B) of the Companies Act, 1956.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review. Your Company is listed with the Ludhiana Stock Exchange.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Director Date: 03/09/2012 Place: Ludhiana Sd/- Sd/- Sd/- Radheshyam Poddar H. K. Choudhary Bhuban Dutta Director Director Director

Mar 31, 2011

Dear Members

The Directors'' present the Annual report on the business and operations of your Company for the year 2010-11.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Year Ended Year Ended Particulars 31.03.2011 31.03.2010 (Amt in Rs.) (Amt in Rs.)

Profit Before depreciation & tax (61050) -

Less Depreciation 94525 94525

Profit/(Loss) before Tax (155575) (94525)

Taxes/Deferred Taxes - -

Profit/(Loss) After Taxes (155575) (94525) P& L Balance b/f - -

Profit/ (Loss) carried to Balance Sheet (155575) (94525)

PARTICULARS OF EMPLOYEES:

There are no employees drawing the remuneration in excess of ceiling prescribed under provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956 as amended from time to time. Hence no information is required to be appended to this report in this regard.

DIRECTORS:

Mr. Bhuban Dutta Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re- appointment.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts.

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, so as to give a true and fair view of the state of affairs of the company at the end of the financial Year and the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

CORPORATE GOVERNANCE:

A comprehensive report on corporate governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed at the end of Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

APPOINTMENT OF AUDITORS:

M/s. SANJEEV BIMLA & ASSOCIATES, Chartered Accountants, Ludhiana Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review. Your Company is listed with the Ludhiana Stock Exchange.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Director Date: 01/09/2011 Place: Ludhiana Sd/- Sd/- Director Director

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article