Directors Report of Tirupati Fincorp Ltd.

Mar 31, 2024

The Board of Directors hereby presents the 42^nd Annual Report on the business and operations of your Company for the year
ended March 31, 2024.

('' In lakhs)

Particulars	For the year ended 31-Mar-24	For the year ended 31-Mar-23
Total Revenue	473.51	1854.2
Gross Profit before depreciation and tax	46.91	-69.02
Depreciation	-	0.03
Net Profit before tax	46.91	-69.05
Tax Expense	15.5	-20.64
Net Profit After Tax	31.4	-48.42
Earning Per Shares (EPS)
Basic	0.64	-0.98
Diluted	0.64	-0.98

COMPANY OPERATIONS AND FINANCIAL PERFORMANCE

During the year under review, the Company generated total revenue of Rs. 473.51 Lakhs as compared to Rs. 1854.20 Lakhs in
the previous financial year. The Company has earned profit of Rs. 31.40 Lakhs as compared to loss of Rs. 48.42 Lakhs in the
previous financial year.

TRANSFERRED TO RESERVE

The Company during the year under review, has not made any transfers to General Reserve.

DIVIDEND

In order implement its future plans, your directors do not propose any dividend for the year under review.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year, the Company is not required to transfer fund in IEPF account

SHARE CAPITAL

The present Authorized Capital of the Company is Rs. 20,00,00,000 divided into 2,00,00,000 Equity Shares of Rs.10.00 each.

The present Issued, Subscribed & Paid-up Capital of the Company is Rs. 4,94,42,250 divided into 49,44,225 Equity Shares of Rs.
10.00 each. During the year under review, no change took place in the authorized and paid-up share capital of the Company.

CHANGE IN NATURE OF BUSINESS

There is no change in the change in nature of business for the Financial Year 2023-24.

PUBLIC DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 and 74 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.Therefore the requirement for furnishing of details of
deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

ACCOUNTING POLICIES

The Financial Statements of your Company have been prepared in accordance with the Generally Accepted Accounting
Principles in India (Indian GAAP) to comply with the Indian Accounting Standards (IND AS) and the relevant provisions of the
Companies Act, 2013 and rules made therein, as applicable and guidelines issued by the Securities and Exchange Board
of India (SEBI). Accounting policies have been consistently applied except where a newly issued accounting standard if

initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.
Management evaluates all recently issued or revised accounting standards on an ongoing basis.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the company occurred between the end of the
financial year to which this financial statement relates and the date of this report.

DETAILS OF SUBSIDIARY/ASSOCIATE COMPANY/ JOINT VENTURE

The Company does not have any Subsidiary, Joint Venture, or Associate company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Board of the Company comprises four (4) Directors viz., two (2) executive directors, two (2) non¬
executive independent directors.

Sr. No.	Name of the directors/KMP	Designation
1	Mr. Arvind Jethalal Gala	Non-Executive Chairman and Independent Director
2	Mrs. Sheetal Mitesh Shah	Executive Director and Chief financial officer
3	Mrs. Bansri Bhavesh Dedhia	Executive Director and Chief Executive Officer
4	Mr. Sandesh Mohan Nikam	Non-Executive and Independent Director
5	Mr. Dipak Ishwarlal Parikh	Non-Executive and Independent Director
6	Mr. Ameya Dhananjay Bodas	Company Secretary (w.e.f. 12.08.2023)

Change in Board

There has been no change in the Board of the company for financial year 2023-24.

Further, the composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance
of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

Retirement by rotation and subsequent re-appointment

Mrs. Bansri Bhavesh Dedhia (DIN: 08627610), Executive Director, is liable to retire by rotation at the ensuing Annual General
Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force), and being eligible have offered herself for re-appointment.

Appropriate business for her re-appointment is being placed for the approval of the shareholders of the Company at the
ensuing AGM. The brief resume of the director and other related information has been detailed in the Notice convening the
ensuing AGM of the Company.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations") and Secretarial Standard, of the person seeking re-appointment/ appointment as director
are also provided in Notes to the Notice convening the 42nd Annual General meeting.

Key Managerial Personnel:

1. I n accordance with Section 203 of the Companies Act, 2013, the Company has Mrs. Sheetal Mitesh Shah, Mrs. Bansri
Bhavesh Dedhia and Mr. Ameya Dhananjay Bodas are acting as Chief Financial Officer, Chief Executive Officer and
Company Secretary respectively.

2. Further, Ms. Diviya Kumari Nadar (ACS- 45142) has been resigned from the post of Company Secretary and Compliance
Officer of the company as on August 11, 2023, whereas Mr. Ameya Bodas (ACS-50027) has been appointed as company
secretary and compliance officer of the company with effect from August 12, 2023.

DETAILS OF BOARD MEETINGS

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are
convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the financial year 2023-24, 4 (Four) number of Board meetings were held.

NUMBER OF MEETINGS OF BOARD DURING THE YEAR:

Sr. No	Date of Board Meeting	Board strength	No. of directors Present	% of attendance
1	May 30, 2023	05	05	100
2	August 12, 2023	05	05	100
3	November 08, 2023	05	05	100
4	February 13, 2024	05	05	100

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173
of the Act.

The details of attendance of each director at the Board Meetings are given below:

Sr. No	Name of directors	No. of meetings eligible to	No. of meetings attended
		attend
1	Mr. Arvind Jethalal Gala	4	4
2	Mrs. Sheetal Mitesh Shah	4	4
3	Mrs. Bansri Bhavesh Dedhia	4	4
4	Mr. Sandesh Mohan Nikam	4	4
5	Mr. Dipak Ishwarlal Parikh	4	4

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are
given hereunder.

A. Audit Committee

The Audit Committee has been constituted in line with the provisions of Section 177 of the Companies Act, 2013 and
Regulation 18 of the SEBI LODR Regulations, 2015. The members of the Audit Committee are financially literate and have
the requisite experience in financial management. All the recommendations made by the Audit Committee were
accepted by the Board.

During the financial year ended March 31, 2024, 4 (Four) meetings of the Audit Committee were held

Sr. No.	Date of Board Meeting	Board strength	No. of directors Present	% of attendance
1	May 30, 2023	3	3	100
2	August 12, 2023	3	3	100
3	November 08, 2023	3	3	100
4	February 13, 2024	3	3	100

The Chairman of the Audit Committee was present at the last AGM held on September 16, 2023.

The Composition of the Audit Committee and the attendance of the Members of the Committee during the financial
year ended March 31, 2024, are detailed below:

Sr. No.	Name	Chairman/ Members	No. of meetings eligible to attend	No. of meetings attended
1	Mr. Arvind Jethalal Gala	Chairman	4	4
2	Mr. Sandesh Mohan Nikam	Member	4	4
3	Mrs. Sheetal Mitesh Shah	Member	4	4

The Statutory Auditors and Internal Auditor of the Company are invited in the meeting of the Committee wherever
requires. Company Secretary and Chief Financial Officer of the Company are the regular invitees at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables
the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of
Company''s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who
avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional
cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle
blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available
on the website of the Company i.e. www.tirupatifincorp.in.

B. Nomination & Remuneration Committee

The Nomination & Remuneration Committee (NRC) has been constituted in line with the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 of the SEBI LODR Regulations, 2015. During the financial year ending March 31,
2024, 1 meeting of the NRC was held on August 12, 2023.

The composition of the Nomination & Remuneration Committee of the Board of Directors of the Company along with
the details of meetings held and attended during the financial year ended March 31, 2024, are detailed below:

Sr. No.	Name	Chairman/ Members	No. of meetings eligible to attend	No. of meetings attended
1	Mr. Arvind Jethalal Gala	Chairman	1	1
2	Mr. Sandesh Mohan Nikam	Member	1	1
3	Mrs. Sheetal Mitesh Shah	Member	1	1

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables
the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations
of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary,
benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are
decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are
effective from April 1, of each year. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is
placed on the website of the Company at www.tirupatifincorp.in

Remuneration of director:

The details of remuneration paid during the financial year 2023-24 to directors of the Company is provided in Form
MGT-7 available at website of the Company, i.e. https://www. www.tirupatifincorp.in

C. Stakeholders Relationship Committee

The Stakeholder Relationship Committee has been constituted in line with the provisions of Section 178 of the Companies
Act, 2013 and Regulation 20 of the SEBI LODR Regulations, 2015.

The Committee met on February 11, 2024, during the financial year ended March 31, 2023. The constitution of the
Stakeholder Relationship Committee and their attendance during the financial year is detailed below:

Name	Chairman/ Members	No. of meetings eligible to attend	No. of meetings attended
Mr. Arvind Jethalal Gala	Chairman	1	1
Mrs. Sheetal Mitesh Shah	Member	1	1
Mrs. Bansari Bhavesh Dedhia	Member	1	1

The Company Secretary of the company present in all meetings of Stakeholder''s Grievance & Relationship Committee
held during the year.

Also, during the year, the Company had not received any complaints from the Shareholders. There is only one complaint
pending as on March 31, 2024.

DECLARATION BY INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has three Non-Promoter
Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each
Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid
down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the
Independent Director Data Bank.

A separate meeting of Independent Directors was held on February 11, 2024 to review the performance of Non-Independent
Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity
and timeliness of flow of information between Company management and Board.

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:

a. 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.

b. 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 committee meetings, etc.

c. 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 meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

d. I n addition, the chairman was also evaluated on the key aspects of his role. Separate meeting of independent
directors was held to evaluate the performance of non-independent directors, performance of the board as a whole
and performance of the chairman, 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.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provision of section 134 (3) (c) of the Companies Act, 2013 the directors give hereunder the Directors''
Responsibility Statement relating to the Accounts of the Company:

(1) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper
explanation relating to material departures;

(2) 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 as
of March 31, 2024, and of the Profit and Loss of the Company for the said period;

(3) 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;

(4) The directors had prepared the annual accounts on a going concern basis; and

(5) 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.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2024 is
available on the Company''s website on http://www.tirupatifincorp.in/annualreport.asp

RISK MANAGEMENT POLICY

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the
Audit Committee of the Board reviews the same periodically.

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to business objectives. Major
risks identified by the business and functions are systematically addressed through mitigating actions on a continuous
basis. They are discussed at the meetings of the board of directors of the company.

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its
operations. These are routinely tested and certified by statutory as well as Internal Auditors. Significant Audit observations
and follow-up actions thereon are reported to the Board. The Board of Directors reviews the adequacy and effectiveness of
the company''s internal control environment and monitors the implementation of audit recommendations.

COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and Independent Directors to maintain the independence
of the board, and separate its functions of governance and management. As on March 31, 2024, the board consists of
five members, two of whom are executive or whole time director and KMP, three of whom are Non-Executive Independent
Directors. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on director''s appointment and remuneration, including criteria for determining qualifications''
positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 of the
Companies Act, 2013 adopted by Board is annexed to the Board''s Report. We affirm the remuneration paid to the directors
is as per the terms laid out in the nomination and remuneration policy of the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

The trading of shares on BSE Ltd is suspended since November, 2015.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of
business of the Company. Details are given in Management Discussion & Analysis Report.

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

M/s JCR & Co., Chartered Accountants, (FRN: 105270W) are the Current Statutory Auditors of the company appointed in the
39^th Annual General Meeting of the Company and will hold the Office till the Conclusion of the 44^th Annual General Meeting
of the Company.

The statement on impact of Audit Qualifications (for audit report with modified opinion submitted along with the Annual
Audited Financial Results- Standalone) under Regulation 33/52 of the SEBI (LODR) (Amendment) Regulations, 2016 as
referred to in the Auditors'' Report along with the Management Views are self-explanatory and, therefore, do not call for any
further comments.

INTERNAL AUDITOR

M/s. Varun Golecha & Associates, Chartered Accountants has served as an internal auditor for the Financial year 2023-24.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company has appointed M/s. Amruta Giradkar & Associates, Practicing Company Secretary,
Mumbai to conduct the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is
annexed herewith as Annexure-IV to this Report.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 34 of the SEBI (LODR) Regulations, 2015, the Cash Flow Statement for the year
2023-24 is annexed hereto.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of loans, guarantees and investments under Section 186 of the Companies Act has been given in Notes to Accounts.

RELATED PARTY TRANSACTIONS

All the contracts/arrangements/transactions that were entered into by the Company during the financial year with related
parties were on an arm''s length basis and in the ordinary course of business and none of such related party transactions
required the approval of the Board of Directors or the Shareholders as per the Act or LODR Regulations. Further, there were
no materially significant related party transactions that may have potential conflict of interests of the Company at large.

Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary
course of business and at arm''s length.

All Related Party Transactions are placed before the Audit Committee for approval. The policy on Related Party Transactions
as approved by the Board is available on the website of the Company at the link: http://www.tirupatifincorp.in/reportcategory.
asp

The details of the related party transactions as required under the Act and the Rules are attached in Form AOC-2 as
Annexure I.

PARTICULARS OF EMPLOYEES

Pursuant to rule 5(2) & (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no
such employee meeting the criteria under this rule.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure-III.

LISTING

The Company''s shares are listed with BSE having nationwide trading terminal under SEBI (ICDR) Regulations, 2009. The Listing
fees to the Stock Exchanges for the year 2023-24 have been paid. The address of the said Stock Exchange is as follows:

The Bombay Stock Exchange Phiroze Jeejeebhoy Towers, Dalal Street, Fort
Mumbai - 400001.

The trading of shares on Bombay Stock Exchange is restricted on account of GSM, Penal Reason, and Surveillance Measure.

ARCHIVAL POLICY

As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 every
listed company is required to formulate an Archival Policy for the records which it maintains in Electronic Form.

ID FAMILIARISATION PROGRAMME

Independent Directors have been given adequate Documents and Annual Reports so that they get an understanding
regarding the working of the company.

The IDs have also visited various sites of the company and have met the stakeholders of the company so as to get a detailed
understanding regarding the Business, which would able them to form an Independent view regarding the company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your company does not fall under the compulsory compliance of CSR u/s 135 of the Companies Act 2013.

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

The information required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, pertaining to conservation of energy, technology absorption and foreign exchanges earning and
outgo to the extent possible in the opinion of your Directors, is annexed hereto as set out in Annexure-II and forms part of
this Report.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India, New Delhi.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013

The Company is committed to providing and promoting a safe and healthy work environment for all its employees. A
''Prevention of Sexual Harassment'' Policy, which is in line with the statutory requirements, along with a structured reporting
and redressal mechanism, including the constitution of Internal Complaints Committee in accordance with the provisions of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the POSH Act"), is in place.

During FY 2023-24, no complaints were received under the provisions.

CORPORATE GOVERNANCE:

The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation
15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily
comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the
information are provided in this report under relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a
review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is
presented in a separate section forming part of this Annual Report.

GENERAL DISCLOSURE:

Your directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the
Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations,
to the extent the transactions took place on those items during the year. Your directors further 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:

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iii) Annual Report and other compliances on Corporate Social Responsibility;

(iv) There is no revision in the Board Report or Financial Statement;

(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern
status and Company''s operations in future;

(vi) Information on subsidiary, associate and joint venture companies.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

MAINTENANCE OF COST RECORD:

Since the company is not falling under prescribed class of Companies, our Company is not required to maintain cost records.

APPRECIATIONS AND ACKNOWLEDGEMENT:

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all
levels through their dedication, hard work and commitment during the year under review. The Board places on record its
appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers,
business partners and others associated with it as its trading partners.

Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be
your Company''s endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect
for and co-operation with each other, consistent with consumer interests. Your directors also take this opportunity to
thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their
continued support.

For & on behalf of the Board of Directors
Tirupati Fincorp Limited

Bansri Dedhia Sheetal Shah

Date: August 14, 2024 DIN: 08627610 DIN:08364948

Place: Jaipur (Director) (Director)

---

Mar 31, 2015

Dear Members,

The directors take pleasure in presenting the 33rd Annual Report of the Company along with the Audited Accounts for the year ended March 31,2015.

FINANCIAL HIGHLIGHTS (Amount in Lac)

PARTICULARS 2014-15 2013-14

Total Income 39.68 25.53

Total Expenditure 33.84 14.78

Profit/(Loss) before interest, Depreciation and Tax 5.84 10.75

Interest and Financial Charges 0.42 2.36

Profit/(Loss) before Depreciation and Tax 5.42 8.39

Depreciation 0.00 0.00

Net Profits/(Loss) before Tax 5.42 8.39

Tax Provision 1.04 1.62

Net Profits/(Loss) 4.38 6.77

DIVIDEND

Your Directors have not recommended payment of dividend for the financial year ended 31st March 2015, since it is proposed to retain the same in the business.

FIXED DEPOSITS

The Company has not accepted any deposits during the year under review and it continues to be a Non-deposit taking Non Banking Financial Company (NBFC) in conformity the guidelines of the Reserve Bank of India and Companies (Acceptance of Deposits) Rules, 1975 & applicable provisions of Companies Act, 2013.

DIRECTORS

At the previous Annual General Meeting of the company held on 26th September, 2014, the company had appointed Mr. T. D. Senthil Kumar as a Managing Director for a period of one year, Mr. Bhavesh Premji Mamnia and Ms. M. Gayathri as independent directors of the Company under the companies Act, 2013 and clause 49 of the Listing Agreement.

During the year Mr.Saurabh Gandhi and Ms. Kusum Jain, Director of the Company resigned from the Board of the Company. The Board expresses its gratitude for their valuable contribution.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Hitsharan Jain retires by rotation and being eligible, has offered himself for re-appointment.

The brief profiles of the directors who are to be appointed / re-appointed form part of the notes and explanatory statement to the notice of the ensuing Annual General Meeting.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

The company has One Executive Director and due to financial constraints being faced by the company they have forgone remuneration. Further, no sitting fee has been paid to any director during the year.

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declaration from Mr. Bhavesh Premji Mamnia Independent Director of the Company confirming that they meet with the criteria of Independence as prescribed by the Companies Act, 2013 and the Listing Agreement.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Remuneration Policy is stated in the Corporate Governance Report.

BOARD EVALUATION

In terms of the provisions of Companies Act 2013 with rules there under and Clause 49 of the listing agreement, the Board evaluates the performance of Non Executive and Independent directors every year. Their presence on the board is advantageous and fruitful in taking business decisions.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The company has not given any Loans and Guarantees in terms of provisions of Section 186 of the Companies Act, 2013 except in ordinary course of business being an NBFC.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not formulated a Corporate Social Responsibility Committee due to non applicability of the relevant provisions to the Company.

RELATED PARTY TRANSACTION (RPT)

The main business of the Company is financing activities; loans granted to related party (if any) are in the ordinary course of business. All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with 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 placed before the Audit Committee as also the Board for approval.

Your Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement.

MEETINGS

During the year Twelve Board Meetings were held. For further details, please refer report on Corporate Governance of this Annual Report.

VIGIL MECHANISM

The company has adopted Vigil Mechanism policy with a view to provide a mechanism for directors and employees of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) and (10) of the Companies Act , 2013 and the revised Clause 49 of the Listing Agreements with stock exchanges The Policy has been uploaded on the website of the Company at: http://www.tirupatifincorp.com

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Clause 49 of the Listing Agreement the Company shall familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc., through various programmes.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013 your Directors' confirm the following:

* that in the preparation of the Annual Accounts for the year ended March 31,2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* that the directors have selected such accounting policies and applied them consistently and made judgment 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.

* that 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.

* that the directors have prepared the annual accounts on a 'going concern' basis.

* that 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.

* that the systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

AUDITORS

a) Statutory Auditors

M/s Sivaswamy & Kumar (Firm Registration No. 001378N) ,Chartered Accountants have been appointed as statutory auditors of the company at the last Annual General Meeting held on 26.09.2014 up to the conclusion of the next Annual

General Meeting subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM for their appointment for the Financial year 2015-2016.

b) Secretarial Audit

In Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Nishi Talwar & associates, a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed as Annexure - B.

c) Internal Auditor

The Company had appointed internal auditor for the period 2014-15 to carry out the Internal Audit functions. The Internal auditor submits a quarterly report to the audit committee.

EXTRACT OF ANNUAL RETURN

The details forming part of Annual Return in form MGT-9 is annexed as Annexure-C.

CORPORATE GOVERNANCE

The Company has complied with the provisions pertaining to Corporate Governance as per the requirements of Listing Agreement with the Stock Exchanges and necessary disclosures have been made in this regard in the Report on Corporate Governance is annexed as Annexure-D along with a certificate from a Practicing Company Secretary confirming compliance of the same.

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

As the Company is not engaged in the manufacturing activity, the prescribed information regarding compliance of rules relating to conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule - 8 (3) of the Companies (Accounts) Rules, 2014 is not provided.

The Company does not have any Foreign Exchange Earnings and outgo in the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

Management Discussion and Analysis (MDA) is provided as a separate section in the annual report.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

GENERAL

Your 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:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future

5. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013.

6. No change in nature of business.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the support and cooperation, which the Company continues to receive from its clients, Banks, Government Authorities and associates and are grateful to the shareholders for their continued support to the Company. Your Directors place on record their appreciation for the contributions made and the efforts put in by the management team and employees of the Company at all levels.

By Order of the Board for TIRUPATI FINCORP LIMITED Sd/- Place: Jaipur HItsaran Jain Date: 11th August, 2015 Chairman (DIN: 02910260)

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Mar 31, 2013

Dear Shareholders

The Directors are pleased to present the 31st Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013.

Financial Results

PARTICULARS 2012-2013 2011-2012 (Rs. in Lacs) (Rs. in Lacs)

Sales and Other Income 276.77 144.62

Operating Profit (PBIDT) 2.85 1.90

Interest Cost 0.54 0.00

Profit before Depreciation (PBDT) 2.31 1.90

Depreciation 0.00 0.00

Profit before Tax 2.31 1.90

Provision for Taxation 0.43 0.00

Profit after Tax 1.88 1.90

Operation

During the year under review your company did well. Your directors expect that the company will achieve new heights in the ensuing year.

Fixed Deposit

During the year under review the company has not accepted any deposit.

Dividend

The company has transferred the profits for the financial year 2012-2013 to set off losses accumulated over the previous years and hence it is not in a position to declare dividend.

Directors

Mrs. Kusum Jain director retire by rotation as per the articles of association at the company and being eligible, offer him-self for reappointment.

Industrial Relation

Industrial relation continues to be cordial. Your directors express deep appreciation for the dedicated services rendered by workers, staff officers of the company.

Particulars of Employees

None of the employee is in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Auditor & Auditor''s Report-

To appoint M/s Sivasamy 6 Kumar, Chartered Accountants, as Auditors to hold the office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting in place of the retiring Auditor M/s RPS & Associates, Chartered Accountants who have not offered themselves for reappointment as Auditor of the company, for auditing the accounts of the company for the financial year 201,1-14, it made would be within the prescribed limits under Section 224(1B) of the Companies Act 1956.

Accordingly, the said Auditors are proposed to be appointed as auditors of the company at the ensuing Annual General Meeting.

The Auditor''s report to the Financials of the Company read with notes to the Accounts is Self-explanatory and does not call for any further comments/ clarifications.

Directors'' Responsibility Statement

Pursuant to requirement under sub-section (2AA) of section 217 of the Companies Act 1056, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the Annual Accounts, the applicable accounting standards, to the extent applicable, have been followed.

ii. 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 as at 31st March 2013 and of the profit or the company for the year ended on that date.

iii. The Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

iv. The Directors have prepared the annual accounts of Company on a ''going concern'' basis.

Compliance Certificate

As per the requirement of section 383A of the Companies Act 1956 and Companies (Compliance Certificate) Rules 2001, the company has obtained a certificate from Jitendra GoyaI and Associates, Company secretary in whole time practice confirming that the company has complied with all the provision of the Companies Act. 1956. The clauses of the referred to in the compliance certificate is self-explanatory and, therefore does not call for any further comments.

Information required under section 217(1)(e) of Companies Act.

i) Conservation of energy

In the opinion of the directors there is no need to take any measure in this regard. The company does not have any proposal for additional investment in this regard. The details of energy consumption are not required to be given.

ii) Technology absorption

The research and experiments are carried on as part of the normal business activities as such no separate figures are available.

iii) Foreign Exchange Earnings & Outgo

There are no Foreign Exchange Earnings or Outgo.

Acknowledgment

Your Directors would like to express their grateful appreciation for the assistance and Co-operation received from the financial institutions. Government Authorities, Customers, Vendors and Members during the year under review. Your directors also wish to place on record thEir deep sense of appreciation for the committed services of executives, staff and workers of Company.

For and on behalf of the Board of Directors For TIRUPATI FINCORP LIMITED Hit saran Jain Kusum Jain Director Director

Place: JAIPUR

Date: 22/04/2013

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Mar 31, 2012

Dear Members,

The Directors have pleasure in submitting the 30th Annual Report together with the audited statement of accounts of your Company for the financial year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

(Amount in Rs,)

Particulars Current Year Previous year 2011-12 2010-11

sales 13892694.00 80933509.00

Other Income 569485.00 2014707.00

Total Income 14462179.00 82948216.00

Profit before Depreciation & Tax 189736.00 2465616.00

Less: Depreciation - -

Add; Prior Period Adjustment - -

Profit before tax 189736.00 2465616.00

Less;Tax - -

Profit after Tax 189736.00 2465616.00

Laming per share (Rs.); Basic 0.064 0.83

Laming per share (Rs.): Diluted 0.064 0.83

STATE OF COMPANY'S AFFAIRS

The turnover of the company for the period under review was Rs. 1.39 Crores. Further, the company earned a profit of Rs 1.89 Lakhs.

DIVIDEND

To conserve the resources of the company your director does not recommend any dividend for the year under review

REPORT ON CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, a Separate Report on Corporate Governance along with Auditors' Certificate confirming Compliance is given separately in this Annual Report. The Director has confirmed and declared that all the members of the Board and the senior management have affirmed compliance with the code of conduct.

AUDITOR & AUDITORS' REPORT

M/s RPS & Associates, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment, to hold office from the conclusion of this Meeting until the conclusion of next Annual General Meeting, The Company has received a letter from them to the effect that their appointment, if made would be within the prescribed limits under Section 224 (1B) of the Com panies Act, 1956,

Accordingly the said Auditors are proposed to be re-appointed as auditors of the Company at the ensuing Annual General Meeting.

The Auditors' Report to the Financials of the Company read with notes to the Accounts are self- explanatory and does not call for any further comments/clartfications.

FIXED DEPOSIT

During the year under review, your company has not invited any fixed deposits from public in terms of provisions of Section 58 A of The Companies Act, 1956.

CAPITAL STRUCTURE

The company has authorizd capital of Rs. 20, 00.00,000 divided into 2,00,00,000 equity shares of Rs 10/- each and paid up share capital of Rs. 2,94,42,250.00/- divided into 2944225 equity shares of Rs. 10/- cach as on the date of Balance Sheet.

PARTICULARS OF EMPLOYEES REQUIRED UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

The Company did not have any employee drawing remuneration specified under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011, and therefore no particulars are required to be furnished.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any.

2. T hey have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2012 and of the Profit and Loss of the Company for that period,

3. To the best of their know ledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

4. They have prepared the Annual Accounts on a going concern basis

LISTING WITH STOCK EXCHANGE

The Equity Shares of the company are currently listed with Jaipur Stock Exchange Limited, Malviya Nagar, Jaipur (Raj)

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANCE EARNINGS AND OUTGO

Conservation of Energy:

Information require under section 2l7(I)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the repot of Board of Directors) Rules, 1988 is not applicable to the Company since the Company is a Trading Company,

Technology Ahsorntion:

No specific efforts are made towards research and developments or technology absorption adopting innovation methods of trading,

foreign Exchange Earning and Outgo

The company does not have any foreign exchange earnings or outgo during the year

INSIDER TRADING PREVENTION CODE

The Company has a strong 'Code for Prevention of Insider Trading' in force framed in accordance with SERI (Prevention of insider Trading) Regulations, 2002 along with a proper mechanism in place for effective implementation and exercise of the same. There has been no instance of Insider Trading during the year under report.

TRANSFER TO SPERC1AL RESERVE FUND

The Directors of the Company wants to inform to the shareholders that as per notice issued by RBI to Surya Globefin Limited. As per Section 45(1C) of RBI 20% amount of profit has to be transferred in Special Reserve Fund Account. For the Compliance of provisions of RBI it is necessary to transfer Rs. 66,000 (Sixty Six Thousand Only) to Special Reserve Fund Account

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

For & on behalf of the Board/of Directors

Date: 16.08.2012

Place: Jaipur Kusum Jain Chanchal Datmia (Chairman) (Director)