To

The Members.

TIRUPATI FOAM LTD

Your Directors have pleasure in submitting their Thirty Seventh Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2024

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous year's figures is given hereunder:

(Rs. In Lakhs)

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Company was able to achieve Sales including other income of Rs. 10453.66 Lacs as compared to Rs. 10208.69 Lacs for the Previous Year. The Profit before financial cost. Tax and Depreciation was Rs. 276.25 Lacs for period under review as compared to Rs. 264.20 Lacs for the Previous Year.

The Net Profit after making the provision for Depreciation and Taxation stood at Rs.210.33 Lacs as against Rs. 190.10 Lacs for the previous year.

During the year company has incurred total Capital Expenditure of Rs.8.64 Lacs. (Both tangible and Intangible).

3. Changes In the Nature of Business:

There has been no change in the nature of Business of the company during the year under review.

4. SHARE CAPITAL

The paid up Equity Share capital of the Company is Rs.4, 40.70.000/-. During the year under review, the company has neither issued any shares with differential voting rights nor granted any stock Option nor any sweat Equity Shares.

5. DIVIDEND

Your Directors has recommend Dividend @ 10% i.e Rs. 1 /per share on 4407000 Equity Shares of the company for the Year ending 31st March 2024.

6. TRANSFER OF UNCLAIMED DIVIDEND/ SHARES TO INVESTOR EDUCTION AND PROTECTION FUND TRANSFER OF UNCLAIMED DIVIDEND

The due date to be transfer the amount of unpaid and unclaimed dividend for the Financial Year 2016-17 to Investor Education and Protection Fund (IEPF) as perthe provisions of Section 125 of the Companies Act, 2013 is due is 5th November, 2024. The unpaid and unclaimed dividend of the financial year 2015-16 was already transferred in FY 2023-2024.

TRANSFER OF SHARES

As perthe provisions of section 124(6) of the Companies Act, 2013 and the Investors Education and Protection Fund Authority (Accounting. Auditing, Transfer and Refund) Rules, 2016, which have came into force from 7th September, 2016, the dividend which was not en cashed or claimed for seven consecutive years or more, then such SHARES are to be transferred to IEPF.

Hence as per the above provisions your company has already transferred shares for the unpaid and unclaimed dividend for the FY 2009-10 till 2015-16 on which the dividend are not claimed as per the above mentioned provisions. Further company is under process to transfer shares for the FY 2016-17 whose due date to of transfer is 5th November, 2024. We have already intimated to all those shareholders whose shares were liable to be transferred to IEPF VIDE LETTER DATED 27th June, 2024 and also newspaper advertisement was given dated: 4th July, 2024.

The details whose name appears in the list to transfer shares can be verified on the Company's Website www.tirupatifoam.com.

7. PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act. 2013 and SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board.

The Exercise was carried out through a structured evaluation process covering the various aspects of the Board's functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the Independent Directors was carried out by Board, except the independent Director being evaluated and the chairperson and the Non Independent Directors were carried out by the independent Directors.

8. REMUNERATION AND NOMINATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of the board members, KMP & senior Management. Enclosed as Annexure F

9. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014. the Draft Annual Return of the Company is available on the website of the CompanyatvAvw.tirupatifoam.com/investor/othercorporate announcements/ annual return extracts/2020-2021

10. CORPORATE GOVERNANCE

We ensure that we evolve and follow the corporate governance guidelines and best practices. We consider it our inherent responsibility to disclose timely and accurate information regarding our financial and operational performance. We are attaching herewith a separate report on Corporate Governance along with Compliance Certificate Issued by Statutory Auditor in this annual report marked as ‘Annexure-E' to the Director's Report.

11. ANNUAL SECRETARIAL COMPLIANCE REPORT

Annual Secretarial Compliance Report in format MR 3 for the FY 2023-2024 was enclosed as Annexure "I" to the Board Report.

12. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act. 2013 the Board hereby submit its responsibility Statement:—

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

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

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

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition of the Board: (reconstitution of the Board details)

Your company believes that our Board needs to have an appropriate mix of Executive. Non-executive and Independent Directors to maintain its independence and separate its functions of governance and management. As on 31st March, 2024, our board comprised of Fourteen Directors, Four NonExecutive Directors, Seven Independent and Non-Executive Directors, and Three Executive Directors and none of the directors are disqualified under section 164 of the Companies Act, 2013.

The detailed composition is described under Corporate Governance Report as annexed with the Directors Report.

Further Note that approval of shareholders are accorded to reconstitute the above Composition at the 37th Annal General meeting by re-designating Mr. Manharlal Mehta (Din; 00156016) from Vice-Chairman Non Executive Director to Vice Chairman and Executive Director w.e.f 1st April, 2024. Hence now Board Composition would be as follows: Four Executive Directors, Seven Independent and Non-Executive Directors, and Three NonExecutive Directors

Change/Appointment/Re-appointment of Directors/ KMP

In accordance with the provisions of the Companies Act, 2013 and rules made thereunder and pursuant to the Article of Association of the Company, MR. VENIBHAI PUROHIT (DIN:00155932), MR. MANHARLAL MEHTA (DIN:00156016) and MRS. MINABEN SANGHAVI (DIN:07165856) Non-Executive Directors of the company retires by rotation as Directors of the company at the ensuing 37th Annual General Meeting and being eligible offers themselves for re-appointment to the Board as Directors of the Company.

MR. DEEPAKT MEHTA (Din: 00156096) who were appointed as Whole Time Director and whose term expired on 14TH August, 2024 and being eligible offers himself to be re-appointed as Whole Time Director of the company at 37th Annual General Meeting of the company. Hence recommended to the members.

The approval of shareholders are accorded at the 37th Annual General meeting to re-designate MR. MANHARLAL MEHTA (DIN: 00156016) from Vice-Chairman Non Executive Director to Vice Chairman and Executive Director w.e.f 1st April, 2024

Profile and other information of the aforesaid Director, as required under Regulation 36 of SEBI ( Listing Obligations and Disclosure Requirements) Regulations. 2015 forms part of the Notice convening the 37th Annual General Meeting.

MR. ARVIND T GANDHI (Din: 07142140) and MR. DIPAK B KOTADIA (DIN 00S417112) who were appointed as Non-Executive Independent Director and whose term expired at 37th Annual General Meeting and being eligible offers themselves to be re-appointed for their Second Five Year Term at 37th Annual General Meeting of the company. Hence recommended to the members.

The above proposal for reappointment forms part of the Notice of the 37th Annual General Meeting and the relevant resolution is recommended for your approval therein.

Board Evaluation

A formal evaluation mechanism is in place for evaluation the performance of the Board, committees thereof, individual directors and the Chairman of the Board. The evaluation of board is carried out annually as per the provisions of the Companies Act, 2013, rules thereof and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Performance evaluation of each Director is based on the criteria as laid down from time to time by the Nomination and Remuneration Committee. Criteria for performance evaluation includes aspects such as attendance for the meetings, participation and independence during the meetings, interaction with Management. Role and accountability to the Board, knowledge and proficiency and any other factors as may be decided by the Nomination and Remuneration Committee. Further, performance evaluation of an Executive Director is done based on business achievements of the company.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The full description has been disclosed in Corporate Governance Report as Annexure E.

14. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received declarations from all the independent Directors of the Company conforming that they meet the criteria of independence as prescribed under section 149(6)& (7) of Companies Act. 2013.

The detailed criteria for their appointment has been formulated and uploaded at the company's website at https://tirupatifoam.eom//lnvestors// Criteria for appointment of Independent directors

15. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(2) & Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Management discussion and analysis on the business and operations of the company is attached as Annexure D herewith and forms part of this Annual Report.

16. STATUTORY AUDITORS:

M/s F.P & Associates, Chartered Accountants, Ahmedabad were appointed for period of the term of Five years in the 35th Annual General Meeting held on 20th September, 2022. The same being eligible seeks their reappointment for another term of five years.

AUDITORS REPORT:

The Auditor's Report for the Financial Year ended on March. 31 2024 does not contain any qualifications, reservations or adverse mark. The Auditor's Report is enclosed with the Financial Statements in this report.

Pursuant to provisions of Section 143(2) of the companies act, 2013 the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

As regards the comments made in the Auditors' Report, the Board is of the opinion that they are self explanatory and does not want further clarifications.

17. SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act. 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014. the company had appointed M/s. NAHIDAKHTAR VHORA & CO. Company Secretaries in practice having CP No. 13187 to conduct the Secretarial Audit of the Company for the financial year 2023-2024 and to furnish his report to the Board The Secretarial Audit forms part of this Report as Annexure I

18. FINANCE:

Cash and Cash equivalent as at March 31, 2024 was Rs.28.82 LACS. The company continues to focus on adjusting management of its working capital. Receivable, purchases and other working capital parameters were kept under strict check through continuous monitoring.

19. REPORTING OF FRAUD BYTHE COMPANY:

There are no fraud reported by the auditors as required under section 143(12) of the companies Act. 2013.

20. FIXED DEPOSIT

The company has not invited, accepted or renewed any fixed deposit from the public during the year.

No amount on account of principal or interest on fixed deposit was outstanding as on the date of Balance sheet. However the company has accepted deposit form Directors, Shareholders and relatives pursuant to Rule 2(1 )(c)(xiii) of the Companies (Acceptance of Deposits) Rules. 2014.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OFTHE COMPANIES ACT, 2013

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to section 186 of the Companies Act. 2013 during the year under review and hence the said provision is not applicable.

22. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations. All resources are put to optimal use and adequately protected against any loss. Internal control systems commensurate with its size and operations to ensure orderly and efficient conduct of business while safeguarding the assets, quality, safety, procurements, finance and accounts and reducing and detecting error.

The Company also has appointed an external firm of Chartered Accountants to supplement the efficient Internal Audit.

23. COST AUDITORS

M/S BR & Associates have been re-appointed as Cost Auditor on 13th August, 2024 to conduct cost audit and have obtained Cost Compliance Report for the FY 2024-2025 as enclosed with the Board report as per section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013

24. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of section 135 of the Companies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 made there under. The Company has not developed and implemented the following Corporate Social Responsibility initiatives as the said provisions are not applicable.

25. PARTICULARS OF EMPLOYEES:

The particulars of employees required to be furnished pursuant to section197(12) of the Companies Act. 2013 read with sub rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, is enclosed as annexure H.

26. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and on arms' length basis. There is no materially significant related party transactions entered into by the Company with its Promoters. Directors. Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

All related party transactions are periodically placed before the audit committee for its approval. The Company does not have contracts or arrangements with its related parties under Section 138(1) of the Companies Act. 2013. which are not on arms' length basis or material in nature. Your Directors draw attention of the shareholders to Note No.31 of the financial statement which sets out related party disclosures. Annexure C.

27. DETAILS OF REMUNERATION OF DIRECTORS. KMPs AND EMPLOYEES:

The information required under Section 197 of the Companies Act. 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 is attached as Annexure F to this report.

The statement containing particulars of employees as required under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013. the Report and accounts are being sent to the members and others entitled thereto, excluding the information on employee's particulars which is available for inspection by members at the registered office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy of the same, such member may write to the Company Secretary in this regard.

28. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary. Joint venture or Associate Company.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour. Towards this end. in accordance with the provisions of the Act and Regulation 22 of the SEBI (LODR) Regulations the Company has implemented a Whistle Blower Policy, with a view to provide a mechanism for employees and Directors of the Company to approach the Ethics Committee or Chairman of the Audit Committee of the Company to report instances of violations of laws, rules and regulations, unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The vigil mechanism also provides adequate safeguards against victimisation of persons who use such mechanisms and also to ensure direct access to the Ethics Committee or Chairman of the Audit Committee in appropriate or exceptional cases. No personnel have been denied access to the Audit Committee, if he/she wished to lodge a complaint under the Whistle Blower Policy.

In compliance with the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2013, ("Amendment Regulations") Company has amended its Whistle Blower Policy to enable employees to report instances of leak of unpublished price sensitive information.

The company has developed a "Policy on Whistle Blower and Vigil Mechanism" to deal with instance fraud and mismanagement, and same has been updated in the company's website ''www.tirupatifoam.com."

30. CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have been furnished in Annexure ‘ A' to this Report.

31. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, foreign exchange earnings and outgoings flow were given in Annexure B to this report.

32. PREVENTION OF INSIDERTRADING:

Your company has adopted the "Code of Conduct on Prohibition of insider trading "and "Code of Conduct for Directors and Senior Management Personnel" for regulating the dissemination of Unpublished Price Sensitive Information and trading in security by insiders.

33. PREVENTION OF SEXUAL HARASSMENT OF WOMAN AT WORKPLACE:

The company has in place the "Policy on Prevention of Sexual Harassment at the workplace" in line the requirements of the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The Company had constituted Internal Complaints committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for Redressal.

34. RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedure and review to ensure that risk is controlled. In the Board's view, there are no material risks.

35. COMMITTIES OF THE BOARD

The Board of Directors has constituted Board Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Board Committees are formed with the approval of the Board and function under their respective Charters. These committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are usually placed before the Board for noting.

The Board currently has the following Committees:

A. Audit Committee.

B. Nomination & Remuneration Committee.

C. Stakeholders Relationship Committee.

A) Audit Committee:

The Company has constituted an Audit Committee in terms ofthe requirements ofthe Act and Regulation 18 of the Listing Regulations. The detailed details of the same are disclosed in the Corporate Governance Report.

B) Nomination and Remuneration Committee ("NRC")

The composition ofthe Audit Committee is in alignment with the provisions of Section 178 ofthe companies Act, 2013 read with the Rules issued there under and Regulation^ of the SEBI (Listing Obligations and Disclosures Requirements) Regulations. 2015.The detailed details ofthe same are disclosed in the Corporate Governance Report.

C) Stakeholders Relationship committee:

The compliance with the provisions of Section 178 of the companies Act, 2013 read with the Rules issued there under and Regulation 20 ofthe SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board has constituted Stakeholders Relationship Committee. The Committee is entrusted with the responsibility of addressing the stakeholders' / investors' complaints with respect to share transfers, no receipt of annual reports, dividend payments, issue of duplicate shares, etc and other shareholders related queries, complaints, etc. The detailed details ofthe same are disclosed in the Corporate Governance Report.

36. CERTIFICATION FROM MANAGING DIRECTOR AND CFO:

A Certificate from the Managing Director and Chief Financial Officer, Pursuant to Regulation 17(8) read with schedule II ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 has been placed before which is enclosed with the Report. Annexure G.

37. HUMAN RESOURCE

The company considers its employees as its most valuable assets. The company focuses on building an organization through induction and development of talent to meet current and future needs.

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS ANDTHE COMPANY'S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

39. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report as per Regulation 34(2) of the SEBI (LODR) Regulations, 2015 is not applicable to the Company as the Company does not fall under top 500 listed Companies onthe basis of market capitalization.

40. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 500 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company is not required to formulate the Dividend Distribution Policy.

41. DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT REGULATION 34(3) READWITH SCHEDULE V (D) OF THE SEBI (LODR), 2015

Pursuant to Schedule V (D) read with Regulation 34(3) of the Listing Regulations, the Board of Director and its Senior Management have given declaration regarding compliance with the Code of Conduct which is annexed with the Board Report as Annexure I.

42. LISTING FEES/ ANNUAL CSTODY FEES:

Your company has already paid Annual Custody Fees for the financial year 2024-2025 of Bombay Stock Exchange, Central Depository Securities Limited, National Securities Depository Limited.

43. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. They also record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.