Dear Members,

It gives me immense pleasure to present the 42^nd 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, 2024

FINANCIAL INFORMATION:

(Amount in Lakhs)

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.

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.

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.

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:

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:

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

• 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.

• 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.

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

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

• 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:

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:

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:

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:

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.