Tirupati Starch & Chemicals Ltd

To,

Your Directors have pleasure in presenting the 38th Annual Report together with Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31st March, 2024. Further, in compliance with the Companies Act, 2013 and the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has made requisite disclosures in this Board's Report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.

1. FINANCIAL SUMMARY, STATE OF COMPANY'S AFFAIRS AND CHANGE IN NATURE OF BUSINESS : 1.1 Financial Highlights :

The highlights of the Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2024 are given below:

Standalone: During the year under review, the Company's total revenue was Rs. 30650.77 Lakh as compared to the total revenue of Rs. 36479.26 Lakh for the financial year ended 31st March, 2023 and Company reported a profit of Rs. 207.40 Lakh as compared to a profit of Rs. 656.90 Lakh for the financial year ended on 31st March, 2023.

Consolidated: During the year under review, the Company's total revenue was Rs. 30650.77 Lakh as compared to the total revenue of Rs. 36479.26 Lakh for the financial year ended 31st March, 2023 and Company reported a profit of Rs. 219.46 Lakh as compared to a profit of Rs. 656.90 Lakh for the financial year ended on 31st March, 2023.

The consolidated financial statements for the financial year ended March 31, 2024, are prepared in accordance with Indian Accounting Standards as per the Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 and other relevant provisions of the Act. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company including the consolidated financial statements along with relevant documents are available on 'Shareholder Desk' section of the website of the Company at http://www.tirupatistarch.com/annual-reports/

During the year under review, there was no change in Company's Business. The Company had carried on with its

Expansion plans and commercial production of Starch and allied products throughout the year.

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

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

No material changes and commitments affecting the financial position of the company occurred during the financial year ended as on 31st March, 2024, to which the financial statements relates as on the date of this report.

During the year under review, the Authorized Share Capital of the Company has been increased from Rs. 12,50,00,000/- (Rupees Twelve Crore Fifty Lacs) divided into 82,50,000 (Eighty Two Lakhs Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each and 42,50,000 (Forty Two Lakhs Fifty Thousand) Preference Shares of Rs. 10/- (Rupees Ten) each to Rs. 14,50,00,000/- (Rupees Fourteen Crores Fifty Lakhs Only) divided into 1,02,50,000 (One Crore Two Lakhs Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each and 42,50,000 (Forty Two Lakhs Fifty Thousand) Preference Shares of Rs. 10/- (Rupees Ten) each with the right, privileges and conditions attaching thereto as are provided by the regulations of the Company. The Member's approval for change in capital structure of the company has been taken in their 37th Annual General Meeting held on 25.09.2023.

During the year under review, the Company had issued and allotted 14,97,654 Equity Shares of INR 10/- each on October 31, 2023, to the Promoters of the Company on preferential basis at a price of INR 36.71/- per share (inclusive of premium of INR 26.71/-) for a consideration of cash.

As a result of such allotment, the issued, subscribed and paid-up equity share capital increased from INR 8,09,15,670 (comprising 80,91,567 equity shares of INR 10/- each) to INR 9,58,92,210 (comprising 95,89,221 equity shares of INR 10/- each). The equity shares so allotted rank pari-passu with the existing equity shares of the Company.

On March 31, 2024, the Paid-up Equity Share Capital INR 9,58,92,210 (comprising 95,89,221 equity shares of INR 10/- each) and Paid-up Preference Share Capital of INR 4,25,00,000/- (comprising 42,50,000 Preference Shares of INR 10 each).

Except as mentioned above, the Company had not issued any other shares or instruments convertible into equity shares of the Company or with differential voting rights. Neither has granted any sweat equity or employee stock options nor issued any bonus or right shares during the year. The company has not bought back any of its securities during the financial year 2023-24.

Board in its meeting held on 8th November 2023 has considered and approved the redemption of Unlisted Preference Shares of the Company.

3. DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED :

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

4. DIVIDEND :

In order to conserve cash and ensure liquidity for the company's projects and assignments in its development, expansion and implementation stages for the current financial year, the Board of Directors decided not to recommend any dividend to the shareholders for the financial year 2023-24. The Board of Directors considers this in strategic interest of the company and believes that this will greatly enhance the long term shareholder's value.

5. RESERVES :

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

Following are the Directors & Key Managerial Personnel (KMP) of the Company as on March 31, 2024:

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board vide resolution passed on 28.08.2023, consented to the Re-appointment of Mr. Ramesh Chandra Goyal (DIN: 00293615) as Whole-time Director of the Company for a term of 3 years w.e.f. 28.06.2024, which were approved by the Members in their Annual General Meeting held on 25.09.2023 by passing necessary resolution in accordance with the provisions of the Act and the Listing Regulations:

No resignation was tendered by any Independent Director during the financial year 2023-24. As per Section 149(10), Independent Director shall hold office for a term up to five consecutive years on the Board of a company but shall be eligible for reappointment on passing of a special resolution by the company and disclosure of such appointment in the Board's report. However, no Independent Director shall hold office for more than two consecutive terms. The present tenure of Mr. Ashish Agrawal and Mr. Vinod Kumar Garg as Independent Director is second consecutive term of 5 years which is completing on 30.09.2024. After this date their office will be ceased as Independent Directors of the Company.

On the recommendation of Nomination and Remuneration Committee Mr. Akshat Garg and Mr. Sagar Jajodia (DIN:09582098) are proposed to be appointed as Independent Directors of the company in ensuing AGM for a term of 5 (five) consecutive years subject to allotment of DIN if any and registration under The Indian Institute of Corporate Affairs (IICA) in terms of section 152 of the companies Act, 2013 i.e. 01.10.2024 to 30.09.2029. In terms of provisions of Regulation 17(1C), Regulation 25 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 appointment of any directors must be approved by the members of the company within a period of three months from the date of appointment by the Board. Hence, Board recommend and proposed for passing the resolution/s as set out in the Item No. 9 and Item No. 10 respectively of the Notice by way of special resolution/s.

During the year under review, Ms. Purnima Nagpal, Member of Institute of Company Secretaries of India having Membership No: A51898 resigned from the post of Company Secretary & Compliance officer of the Company with effect from 30.09.2023 and based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board, vide resolution passed on 25.09.2023 approved the appointment of Ms. Ayushi Taunk, Member of Institute of Company Secretaries of India having Membership No: A54236, as Company Secretary & Compliance officer of the Company with effect from 01.10.2023. Ms. Ayushi Taunk resigned from the post of Company Secretary & Compliance officer of the Company with effect from 08.01.2024 and based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board, vide resolution passed on 08.01.2024 approved the appointment of Mr. Anurag Kumar Saxena, Member of Institute of Company Secretaries of India having Membership No: F8115, as Company Secretary & Compliance officer of the Company with effect from 09.01.2024.

Mr. Yogesh Kumar Agrawal (DIN: 00107150) was appointed as Whole-time Director of the Company. As per the recommendation of Nomination & Remuneration Committee, the Board of Directors reappointed Mr. Yogesh Kumar Agrawal as Whole-time Director of the Company at its Meeting duly held on 03.09.2024 for the further period commencing from 03.09.2024 to till 31.12.2026 subject to approval of Members in the Annual General Meeting. Members' approval is being sought at the ensuing AGM for their re-appointment. Hence, Board recommend and proposed for passing the resolution as set out in the Item No. 8 of the Notice by way of special resolution.

In terms of regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Member's approval is required for continuation of appointment tenure of Mrs. Pramila Jajodia (DIN: 01586753) as Non-executive Non-Independent Director of the Company. Hence, Board recommend and proposed for passing the resolution as set out in the Item No. 5 of the Notice by way of special resolution. Further, as per requirement in terms of Regulation 17(6)(ca) of the SEBI (LODR) Regulations, 2015 the approval of members also sought for payment of remuneration to Non-Executive Non-Independent Director of the Company (Mrs. Shashikala Mangal and Mrs. Pramila Jajodia) in excess of fifty percent of total annual remuneration payable to all Non-executive Directors of the Company during the Financial Year 2024-25. Hence, Board recommend and proposed for passing the resolution/s as set out in the Item No. 6 and Item No. 7 respectively of the Notice by way of special resolution/s.

In accordance with the requirements of the Act and the Company's Articles of Association, Mr. Ramdas Goyal (DIN: 00150037) and Mrs. Shashikala Mangal (DIN: 00107187) retires by rotation and are eligible for re-appointment. Members' approval is being sought at the ensuing AGM for their re-appointment.

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

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

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

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

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

During the year under review, 10 (Ten) meetings of the Board of Directors were held. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act. The particulars of meetings held and Director's attendance in meetings are detailed in the Corporate Governance Report forming part of the Annual Report.

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

In due compliance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Separate Meeting of Independent Directors was held on 20th March, 2024. The particulars of meeting, directors attendance, training and familiarization programme are detailed in the Corporate Governance Report forming part of the Annual Report.

8. PERFORMANCE EVALUATION :

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

• The performance of the board was evaluated by the board after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committees meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

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

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

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

9. MD & CFO CERTIFICATION :

Certificate from Managing Director and Chief Financial Officer of the Company, pursuant to the Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year 2023-24 under review was placed before the Board of Directors of the company at its meeting held on 28th May, 2024 and is enclosed as Annexure-II.

To the best of Board's knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a. In the preparation of the Annual Accounts for the financial year ended 31st March, 2024, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any; b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period; c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. The Directors have prepared the Annual Accounts for the financial Year ended 31st March, 2024 on a 'going concern' basis; e. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. ANNUAL RETURN :

The Annual Return of the Company as on 31st March 2024 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at http://www.tirupatistarch.com/annual-return/.

M/s. ABMS and Associates, Chartered Accountants (Firm Registration No. 030879C), were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 27, 2021. The Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

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

According to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed M/s. P. S. Tripathi & Associates, Company Secretaries, Indore, having ICSI Certificate of Practice No. 5358, to carry out the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Auditor of the Company has submitted their Report (Form MR-3) for financial Year 2023-24 and the same is annexed as Annexure-III with this Report.

There were qualifications, reservations and adverse remarks, so given in the Secretarial Audit Report given for the Financial Year ended on 31st March, 2024 and the Board's comments on the qualifications, reservations and adverse remarks, so given in the Secretarial Audit Report are as under: a. There is delay in filing prior intimation to the Stock Exchange regarding redemption of existing unlisted redeemable preference shares considered in Board Meeting held on 08/11/2023, not intimated 11 working days before to the stock exchange pursuant to Regulation 29 of the SEBI LODR Regulations, 2015.

Reply: The said intimation was not made to the stock exchange as the preference shares of the Company are not listed on the Exchange hence the provisions pertaining to the intimations as per SEBI Regulations is not applicable to the Company. So, the management is of the opinion that the Company is in compliance.

b. There is delay in filing shareholding pattern to the stock exchange, post preferential allotment dated 31/10/2023 pursuant to Regulation 31(1) of the SEBI LODR Regulations, 2015.

Reply: Due to change in Company Secretary during September and October month of year 2023, the company inadvertently missed filing of the shareholding pattern within the prescribed time as required by regulation. However, Company has subsequently submitted the same to Stock Exchange with some delay.

Pursuant to Section 138 of the Companies Act, 2013 and Companies (Accounts) Rules, 2014, the Board has reappointed M/s Sunil Chandra Goyal & Company, Chartered Accountants, Firm Registration Number: 002658C, as Internal Auditors of the Company for the Financial Year 2023-24.

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

All contracts, arrangements and transactions entered by the Company with related parties during the financial year 2023-24 were in the ordinary course of business and on an arm's length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties, which could be considered material, in accordance with the Company's Policy on dealing with Related Party Transactions ("RPT Policy"). Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

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

As required under the Indian Accounting Standards, related party transactions are disclosed in Note No. 42 forming part of other notes to the Financial Statements for the financial year ended March 31, 2024.

In accordance with the requirements of the Listing Regulations, the Company has adopted a Policy on Materiality of Related Party Transactions and the same has been placed on the website of the Company at http://www.tirupatistarch.com/wp-content/uploads/2023/01/Policy-on-Related-Party-Transactions.pdf

During the year under review, the Company, has neither given any loans nor provided any guarantees under Section 186 of the Companies Act, 2013 in compliance with the provisions of section 186 of the Companies Act, 2013. However, Company has made investments (including subscription amount of share capital in subsidiary company) during the period under review; the details are given in Note No. 8 forming part of notes to financial statements for the financial year ended March 31, 2024.

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

Details of foreign exchange earnings and outgo are as follows:

The Corporate Social Responsibility ("CSR") Policy formulated by the CSR Committee and approved by the Board continues unchanged. The CSR Policy is available on the Company's website and can be accessed at: http://www.tirupatistarch.com/wp-content/uploads/2022/09/CSR_Policy__Tirupati_starch_and_chemicals.pdf.

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

The Company has incorporated a Section-8 as Wholly-owned subsidiary in the name of Tirupati Starch Charitable Foundation.

During the year, the total CSR obligation for the financial year 2023-24 was Rs. 18,49,762.58/-. Company spent Rs. 17,61,279.35/- after adjusting amount of Rs. 88,483.23/- excess spent in previous financial year. The net CSR obligation amount of Rs. 17,61,279.35/- was transferred to Tirupati Starch Charitable Foundation.

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

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

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

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

Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, which form part of the Directors' Report, will be made available to any member on request, as per provisions of section 136(1) of the Act.

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

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

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

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

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

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

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has formulated and adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (Code of Fair Disclosure & Conduct) of the Company, and available at Company's website at http://tirupatistarch.com/wp-content/uploads/2016/08/CODE-OF-FAIR-DISCLOSURE-CONDUCT.pdf

The Board has also formulated and adopted Code of Conduct for Prohibition of Insider Trading (Code of Conduct) of the Company as prescribed under Regulation 9 of the said Regulations, and available at Company's website at http://www.tirupatistarch.com/wp-content/uploads/2022/04/Code_of_Conduct_for_Insiders.pdf

During the year under review, the Company has incorporated the below cited Wholly-owned Subsidiary Company:

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

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

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

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

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

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

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

However there are unsecured loans from Directors/Promoters/Promoter Group of the Company/Other Corporates amounting to Rs. 2068.59 Lakh as on 31.03.2024, more clearly defined in Note 16 & 43 of the financial statements. The amount brought in by Promoters of the Company is by way of unsecured loans in pursuance of the stipulation of lending bank.

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

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

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

The Company pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has constituted an Internal Complaints Committee. During the year, no complaint was lodged with the Internal Complaint Committee.

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

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

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

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

Annual Listing Fee for the year 2024-25 has been paid to Bombay Stock Exchange. The Annual Custodial Fees for the year 2024-25 has also been paid to National Depository and Securities Limited and Central Depository Services Limited.

The Company's Shares are presently held in both electronic and physical modes.

During the year under review, your Directors do not observe any contract, arrangement and transaction which could result in a fraud; your Directors hereby take responsibility to ensure you that the Company has not been encountered with any fraud or fraudulent activity during the financial year 2023-24.

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

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

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