Tirupati Sarjan Ltd

TO

THE MEMBERS,

Your Directors have great pleasure in presenting the 30th Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2025.

Financial Results: [Amount in Lacs]

The summary of the financial results for the year is given below:

Income from Operations and Other Income during the financial year ended 31st March 2025 is Rs. 22,325.09 Lacs. Net Profit of the Company for the year under review after considering Depreciation and Provision for Tax and others is Rs. 514.96 Lacs.

Your directors do not recommend payment of any Dividend for the Financial year ended 31st March 2025 in order to conserve the resources of the Company, The Company will retain the earning for use in the future operations & Projects and strive to increase the net worth of stakeholders of the Company.

During the period under review, Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Details of deposits which are not in compliance with the requirements of Chapter V of the Act-NIL INCREASING CAPITAL OF THE COMPANY:

During the year under review, there were no changes in the capital structure of the Company.

IIn accordance with Articles of Association of the Company Mr. Ankit Shah director of the Company (DIN: 02440347) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends their re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

The following changes have been made to the Directors & Key Managerial Personnel of the Company during the year 2024-25.

As per the provisions of Sections 139, 142 and all other applicable provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof, for the time being in force), at the 29th Annual General Meeting of the Company held on 28th September, 2024, the Members of the Company had appointed M/S. MAAK & Associates, Chartered Accountant, Ahmedabad (FRN- 135024W), as Statutory Auditors of the Company to hold the office for a term of 5 (five) years from the conclusion of 29th (Twenty Nine) Annual General Meeting till the conclusion of the 34th (Thirty Four) Annual General Meeting.

The Statutory Auditors' Report on the financial statements of the Company for the financial year ended on 31st March 2025, there is no Qualified/Adverse Opinion from Statutory Auditor during the financial year under review.

There are no qualified/adverse remarks in the Auditors' report, so no comments are required.

In terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed CS Chetan B Patel, Partner of M/s. Chetan Patel & Associates, Practicing Company Secretary, Ahmedabad as Secretarial Auditor of the company, for conducting Secretarial Audit of the company for the FY 2024-25.

Your Company has received consent from CS Chetan B Patel-M/s. Chetan Patel & Associates, Practicing Company Secretary, Ahmedabad, to act as the auditor for conducting audit of the Secretarial records for the Financial Year ending 31st March 2025.

The Secretarial Audit Report in Form MR-3 furnished by Mr. Chetan B Patel-M/s. Chetan Patel & Associates, Practicing Company Secretaries for the Financial Year 2024-25 and it is attached with the directors' report in Annexure D.

1. Regarding Non-composition of board of Director i.e. delay in appointment of Independent director, the management hereby filed the Clarification as per Reg 17(1)(b) of SEBI (LODR)Regulation 2015 dated 12.03.2025 "The lapse in respect to the strength of the Independent Director throughout the December quarter was unavailability of candidate for the post of Independent Director, The management was rigorously searching but couldn't find appropriate candidates for the post of Independent Director and nothing has been done willfully or with malafide intention. It is pertinent to note that company has now appointed New independent director on 10th March 2025 which was intimated regarding the same to the Stock exchange. It may be noted that the company has now complied with the Regulation 17(1)(b) of SEBI LODR Regulations, 2015

2. The amount of investment in shares of the Tirupati Development (Uganda) Limited has been reported as "Investment" in the Financial Statement as on 31/03/2025 because amount yet not received. Further, due to non-availability of necessary informations, the company is unable to file FLA Returns. The company is continuously doing follow up for the same from foreign entities in which investments has been made by the company.

Pursuant to provisions of Section 138 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the Board of Directors has re-appointed Mr. Dilip Suthar as an Internal Auditors of the Company for the Financial Year 2024-25.

There is no issue of equity shares with/ without differential Rights, sweat equity shares, Stock Option etc., hence there was no change in the capital structure of the Company.

There is no any offence of fraud that has been committed in the company by its officers or employees of the company during the year.

During the financial year under review, the Company has not transferred any amounts to reserves;

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure the orderly and efficient conduct of business operations. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place the requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act”). There was one subsidiary company Tirupati Development (U) Ltd in Uganda within the meaning of section 2(87) of the companies Act, 2013.

During the year, no new companies have become subsidiaries, JV or associate companies.

The Directors of the Company met at regular intervals, the gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time. The Notices of the Board Meetings are given well in advance to all the Directors of the Company.

During the year under review, 9 (Nine) Board meetings were held, with a gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made thereunder. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report.

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

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Corporate Social Responsibility Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2024-25 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

The recommendations of the Audit Committee, as and when made to the Board, have been accepted by it.

The Company has adopted above mentioned policy, and it is available in details in the "Investor Zone” in the website of the company at http://www.tirupatisarjan.com.

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

In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct.

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance

evaluation of board, committees and individual directors was carried out during the year under review.

The details of the loan provided, and investments made, if any, are as mentioned in the notes to accounts. The Company has not provided any guarantee or security falling under purview of Section 186 of the Companies Act, 2013 during the financial year under review. The Loans granted have been utilized by Company for their business purpose

All related party transactions that were entered into during the year under review were in the ordinary course of business and on an arm's length basis. The Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in nature. All Related Party Transactions are placed before the Audit Committee and Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and repetitive in nature.

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

The Company has laid down the procedures to inform the Board about the risk assessment and minimization procedures and the Board has formulated Risk Management Policy to ensure that the Board, its Audit Committee and its management should collectively identify the risks impacting the Company's business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company.

Information on Corporate Social Responsibility (CSR) Policy and initiative taken by the Company during the financial year 2024-25, pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and forming part of the report. (Annexure-C). The policy is available on the website of the Company on the web link:"http://www.tirupatisarjan.com/OurPolicies.php”

As required by the Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 entered into with the Stock Exchanges, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors' Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. Report on Corporate Governance is given in this Annual Report, herewith attached as Annexure-B.

The Company is committed to uphold and maintain the dignity of women employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. The Company has also constituted an Internal Compliance Committee in accordance with the provisions of this Act. During the financial year under review, no complaints pertaining to sexual harassment were received.

Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 read with Section 134 your Company has duly maintained the cost records as per sub-section 1 of section 148 of Companies Act, 2013.

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate section of management discussion and analysis out lining the business of your Company forms part of this reports in Annexure A.

The information pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 as amended from time to time relating the foregoing matter is given as under.

Your Company has taken necessary steps to conserve the energy and to protect environment. Your Company is continuously adapting to the new technology in the related fields of business and thereby striving to optimize customer satisfaction.

Foreign Exchange Earnings during the year:

Foreign Exchange Outgo during the year:

Rs. Nil (Same as Previous Year)

Your directors confirm all the Independent Directors of the Company during the year possess integrity, relevant expertise and experience required to best serve the interests of the Company. The Independent Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

No application made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016, during the financial year ended March 31,2025.

Details Pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure E of this report.

There are no any material changes and commitments have occurred during above mentioned time period which affect the financial position of the company.

Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information obtained by them, your Directors state that-

(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 a nd estim ates that are reaso n a b l e 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 i.e. at 31st March 2025 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:

(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.

The Company has received a declaration from the Independent Directors that they meet the criteria of independence as per section 149 of the companies Act, 2013.

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

Your directors confirm that the Secretarial Standards issued by the Institute of Companies Secretaries of India, as applicable to the Company, have been duly complied with.

Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year ended 31st March 2025 will be accessed on the Company's website at https://www.tirupatisarjan.com/annual-report.html.

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.