Directors Report of Tirupati Starch & Chemicals Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 39th Annual Report together with Standalone and Consolidated Audited
Financial Statements of the Company for the financial year ended 31st March, 2025. 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, 2025 are given below:

		Standalone		Consolidated
S.N.	Particulars	F.Y. 2024-25	F.Y. 2023-24	F. Y. 2024-25	F. Y. 2023-24
1.	Total Revenue	39023.55	30650.77	39023.55	30650.77
2.	Total Expenses	38005.29	30346. 11	38006. 14	3 03 3 4 .0 5
3.	Profit Before Tax	1018.26	304.65	10 17.40	316.72
4.	Tax Expenses
	i. Current Tax	177.90	30.43	177.90	30.43
	ii. Deferred Tax	86.(52	66.83	86.62	66.83
5.	Profit After Tax	753.74	207 .4 0	752.89	2 1 9 .4 6
6.	Carried to Balance Sheet	753.74	207 .4 0	752.89	2 1 9 .4 6

1.2. State of Company''s Affairs and Operations :

Standalone: During the year Financial Year ended on 31st March, 2025 the Company''s total Revenue was Rs.

39023.55 Lakh as compared to the total Revenue of Rs. 30650.77 Lakh for the Financial Year ended 31st March, 2024
and Company reported a Profit of Rs. 753.74 Lakh as compared to a Profit of Rs. 207.40 Lakh for the Financial Year
ended on 31st March, 2024.

Consolidated: During the year Financial Year ended on 31st March, 2025, the Company''s total Revenue was Rs.

39023.55 Lakh as compared to the total Revenue of Rs. 30650.77 Lakh for the Financial Year ended 31st March, 2024
and Company reported a Profit of Rs. 752.89 Lakh as compared to a Profit of Rs. 219.46 Lakh for the Financial Year
ended on 31st March, 2024.

The above financial statements for the financial year ended March 31, 2025, 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/

1.3. Change in nature of Company’s Business :

During the year under review, there was no change in Company''s Business. The Company had carried production of
Starch and allied products throughout the year.

1.4. Operations and Future Outlook :

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.

1.5. Revision in Financial Statements or Board’s Report u/s 131(1) of the Companies Act, 2013 :

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.

1.6. Material changes and commitment affecting the financial position of the Company:

No material changes and commitments affecting the financial position of the company occurred during the financial
year ended as on 31st March, 2025, to which the financial statements relates as on the date of this report.

2. SHARE CAPITAL :

2.1. Changes in Share Capital :

A. Authorized Capital :

During the year under review, the Company, neither increased nor decreased its Equity and Preference Share Capital.

As on 31st March, 2025, the Authorized Share Capital of the Company is 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.

B. Issued, Subscribed and Paid-up Share Capital:

During the year under review, the Company had not issued or allotted Equity and Preference Share of Company.

As on March 31, 2025, the Paid-up Equity Share Capital of the Company is Rs. 9,58,92,210 (comprising 95,89,221
Equity Shares of Rs. 10/- each) and Paid-up Preference Share Capital is Rs. 4,25,00,000/- (comprising 42,50,000
Preference Shares of Rs. 10 each).

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 2024-25.

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 2024-25. 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.

6. DIRECTOR''S & KEY MANAGERIAL PERSONNEL :

6.1. Composition of Board & Key Managerial Personnel :

Followinn are the Directors & Key Mananerial Personnel (KMP) of the Company as on March 31, 2025:

S.N.	Name	Category	Designation
1	Mr. Ramdas Goyal	Executive Director	Chairman & Whole-Time Director
2	Mr. Amit Modi	Executive Director	Managing Director
3	Mr. Prakash Chand Bafna	Executive Director	Whole-Time Director
4	Mr. Ramesh Chandra Goyal	Executive Director	Whole-Time Director
5	Mr. Yogesh Kumar Agrawal	Executive Director	Whole-Time Director
6	Mrs. Pramila Jajodia	Non-Executive Director	Director
7	Mrs. Shashikala Mangal	Non-Executive Director	Director
8	Mr. Akshat Garg	Non-Executive Director	Independent Director
9	Mr. Sagar Jajodia	Non-Executive Director	Independent Director
10	Mr. Nitin Kumar Gupta	Non-Executive Director	Independent Director
11	Mr. Ramesh Agrawal	Non-Executive Director	Independent Director
12	Mr. Sandeep Agrawal	Non-Executive Director	Independent Director
13	Mr. Yashwant Jain Nandecha	Non-Executive Director	Independent Director
14	Mr. Babu Lal Mangal	Non-Executive Director	Independent Director
15	Mr. Rohit Mangal	KMP	Chief Financial Officer
16	Mr. Anurag Kumar Saxena	KMP	Company Secretary

The composition of Company''s Board and KMPs as on date of Board''s Report is as under:

S.N. Name		Category	Designation
1	Mr. Prakash Chand Bafna	Executive Director	Chairman & Whole-Time Director
2	Mr. Amit Modi	Executive Director	Managing Director
3	Mr. Ramesh Chandra Goyal	Executive Director	Whole-Time Director
4	Mr. Yogesh Kumar Agrawal	Executive Director	Whole-Time Director
5	Mr. Ramdas Goyal	Executive Director	Whole-Time Director
6	Mrs. Pramila Jajodia	Non-Executive Director	Director
7	Mrs. Shashikala Mangal	Non-Executive Director	Director

8	Mr. Akshat Garg	Non-Executive Director	Independent Director
9	Mr. Sagar Jajodia	Non-Executive Director	Independent Director
10	Mr. Nitin Kumar Gupta	Non-Executive Director	Independent Director
11	Mr. Ramesh Agrawal	Non-Executive Director	Independent Director
12	Mr. Sandeep Agrawal	Non-Executive Director	Independent Director
13	Mr. Yashwant Jain Nandecha	Non-Executive Director	Independent Director
14	Mrs. Arpita Garg	Non-Executive Director	Additional Independent Director
15	Mr. Rohit Mangal	KMP	Chief Financial Officer
16	Mr. Anurag Kumar Saxena	KMP	Company Secretary

6.2. Change in Directors & Key-Managerial Personnel:

As per the recommendation of Nomination & Remuneration Committee, the Board of Directors had re-appointed Mr.
Yogesh Kumar Agrawal (DIN- 00107150) as Whole-time Director of the Company at its meeting held on 03.09.2024
for the further period commencing from date of such Meeting to till 31.12.2026 subject to approval of Members in the
Annual General Meeting. The Members had given their approval in 38th Annual General Meeting held on 30.09.2024
by passing necessary resolution in accordance with the provisions of the Act and the Listing Regulations.

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 shall be given in the Board''s Report. No Independent Director of the Company shall hold office for
more than two consecutive terms.

No resignation was tendered by any Independent Director during the financial year 2024-25. However, Mr. Ashish
Agrawal (DIN:00335575) and Mr. Vinod Kumar Garg (DIN:00266341) were retired from the office of Independent
Director of the Company with effect from end of the day of 30th day of September, 2024 on account of their successful
completion of second consecutive term of 5 years as Independent Directors of the Company. Consequently they
ceased/retired from Directorship of the Company as well as from respective Committees positions. The Board placed
on record their deep appreciation of the valuable contribution made by Mr. Ashish Agrawal & Mr. Vinod Kumar Garg
during their tenure as Independent Directors of the Company.

Upon the recommendation of Nomination and Remuneration Committee Mr. Akshat Garg (DIN: 10780629) and Mr.
Sagar Jajodia (DIN:09582098) were appointed as Independent Directors of the Company in 38th Annual General
Meeting of the Company held on 30.09.2024 for a first term of 5 (five) consecutive years i.e. from 01.10.2024 to
30.09.2029.

The Member''s approval was also given for continuation of appointment tenure of Mrs. Pramila Jajodia (DIN: 01586753)
as Non-executive Non-Independent Director of the Company as required in terms of regulation 17(1A) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Rohit Mangal is serving as Chief Financial Officer and Mr. Anurag Kumar Saxena is serving as Company Secretary
& Compliance officer of the Company.

Except above no change in Directors & Key-Managerial Personnel during the financial year under review.

Changes during the current Financial Year 2025-26

As Mr. Amit Modi (DIN: 03124351) as Managing director, Mr. Ramdas Goyal (DIN: 00150037) as Chairman & Whole
Time Director and Mr. Prakash Chand Bafna (DIN: 00107070) as Whole Time Director were re-appointed by the
Members w.e.f. 01.06.2022 for the further period of 3 years, consequently, on recommendation of Nomination and

Remuneration Committee, the Board at its Meeting held on 30.05.2025 has considered and approved the following
matters, subject to approval of the Shareholders of the Company at the ensuing 39th Annual General Meeting of the
Company:

• Re-appointment of Mr. Amit Modi (DIN: 03124351) as Managing Director of the Company for a further period
of 3 (three) years w.e.f. 31.05.2025

• Re-appointment of Mr. Prakash Chand Bafna (DIN: 00107070) as Whole-time Director of the Company for a
further period of 3 (three) years w.e.f. 31.05.2025 and approval for his appointment as Chairman of the Company
also for the same term

• Re-appointment of Mr. Ramdas Goyal (DIN:00150037) as Whole Time Director of the Company for a further
period of 3 (three) years w.e.f. 31.05.2025

Furthermore, the Board at its Meeting held on 29.07.2025 has considered and approved change in designation of Mr.
Ramdas Goyal (DIN: 00150037) w.e.f. 30.08.2025 from Whole Time Director of the Company to Non-Executive
Director of the Company, subject to approval of the Shareholders of the Company at the ensuing 39th Annual General
Meeting of the Company.

Consequently, on the basis of recommendation of Nomination & Remuneration Committee the below cited agenda
items are proposed and recommended by the Board for Shareholders approval on the resolution/s as set out in AGM
Notice as Item Nos. 6,7 and 8.

• To confirm the Re-appointment of Mr. Amit Modi (DIN:03124351) as Managing Director of the Company for
the further period of 3 years w.e.f. 31.05.2025

• To confirm the Re-appointment of Mr. Prakash Chand Bafna (DIN:00107070) as Whole Time Director of the
Company for the further period of 3 years w.e.f. 31.05.2025 and approval for his appointment as chairman of the
company also for the same term.

• To confirm the re-appointment of Mr. Ramdas Goyal (DIN:00150037) as Whole-time Director of the Company
for a further period commencing from 31.05.2025 till 29.08.2025 and approval for change of his designation as
Non-executive Non Independent Director of the Company w.e.f. 30.08.2025

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, 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 2025-26. Hence, Board recommend and proposed for passing the
resolution/s as set out in the Item No. 9 and 10 respectively of the Notice by way of special resolution/s.

Further, as due to attainment of age of 75 years by Mr. Babu Lal Mangal (DIN:09646772), his office as Non-executive
Independent Director of the Company has been ceased with effect from end of the day of 15.06.2025, in terms of
Regulation 17(1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Upon recommendation of Nomination & Remuneration Committee, the Board in its meeting held on 10.06.2025 had
appointed Mrs. Arpita Garg as an Additional Non-executive Independent Director of the Company for a first term of
5 (five) consecutive years commencing from 15.06.2025, subject to allotment of Director Identification Number (DIN)
and registration under The Indian Institute of Corporate Affairs (IICA) and also subject to approval of Shareholders of
the Company in the ensuing Annual General Meeting of the Company. Mrs. Arpita Garg has obtained DIN 11150564
on 11.06.2025 and also registered with IICA on 12.06.2025.

According to the provision of Section 161(1) of the Companies Act, 2013 (''the Act''), Mrs. Arpita Garg shall hold office
as an Additional Director till the date of this annual general meeting of the Company or the last date on which the
Annual General Meeting should have been held, whichever is earlier. However, pursuant to the provisions of Regulation
17(1C) read with Regulation 25 (2A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations"), the Company is required to obtain approval of shareholders by way of special resolution
for appointment of a person as an Independent Director on the Board of Directors at the next general meeting or within
a time period of 3 (three) months from the date of appointment, whichever is earlier.

Further, as per regulation 25(2A) of the SEBI Listing Regulations, appointment or the re-appointment of an independent
director shall be subject to approval of shareholders by way of a special resolution. Hence, the approval of the members
is sought for the appointment of Mrs. Arpita Garg as an Independent Director of the Company and for the said purpose
the Board recommend and propose for passing the resolution by way of special resolution as set out as Item No. 11 to
the Notice.

No Independent Director shall hold office for more than two consecutive terms. The present tenure of Mr. Nitin
Kumar Gupta (DIN- 07260449) as Independent Director is second consecutive term of 5 years which is completing on
30.09.2025. After this date his office will be ceased as Independent Directors of the Company.

On the basis of recommendation of Nomination and Remuneration Committee Mr. Saransh Agrawal is proposed to be
appointed as Independent Director of the company at ensuing AGM for a first term of 5 (five) consecutive years
subject to allotment of DIN and registration under The Indian Institute of Corporate Affairs (IICA) in terms of section
152 of the companies Act, 2013 i.e. 01.10.2025 to 30.09.2030. 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 propose for passing the resolution/s as set out in
the Item No. 12 of the Notice by way of special resolution.

6.3. Retirement by rotation and subsequent re-appointment :

In accordance with the requirements of the Act and the Company''s Articles of Association, Mr. Prakash Chand Bafna
(DIN: 00107070) and Mr. Ramesh Chandra Goyal (DIN:00293615) retires by rotation and are eligible for re-appointment.
However, their term is fixed and shall not break due to this retirement. Your Directors have recommended their
appointment for approval of the shareholders, in the ensuing Annual General Meeting of your Company.

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.

6.4. Independent Directors :

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 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.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons
of high integrity and repute.

7. MEETINGS :

7.1. Board :

During the year under review, 6 (Six) 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.

7.2 Committees :

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.

7.3. Independent Director Meeting and details of Familiarization Programme:

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 8th February, 2025. The particulars of meeting, directors attendance, training and familiarization programme are
detailed in the Corporate Governance Report forming part of the Annual Report.

The Familiarization Programme for Independent Directors is uploaded on the website of your Company, and is accessible
at:

http://www.tirupatistarch.com/wp-content/uploads/2025/04/Familiarization_Policy_and_details_of_Programmes_
imparted_to_Independent_Directors_till_31.03.2025.pdf

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 :

The 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 2024-25 was placed
before the Board of Directors of the company at its meeting held on 23rd May, 2025 and is enclosed as Annexure-II.

10. DIRECTOR''S RESPONSIBILITY STATEMENT :

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, 2025, 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, 2025 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 2025 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/.

12. AUDITORS & THEIR REPORTS :

12.1. Statutory Auditors & Statutory Auditor''s Report :

In terms of the provisions of Section 139, 141 and other applicable provisions of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, as amended from time to time and pursuant to the recommendations of
the Audit Committee, M/s. ABMS and Associates, Chartered Accountants, Indore (Firm Registration Number 030879C)
was appointed as the Statutory Auditors of the Company to hold office from the conclusion of 35 th Annual General
Meeting till the conclusion of the 39th Annual General Meeting of the Company to be held in the year 2025 (From the
F.Y, 2021-22 to 2024-25) at such remuneration as may be mutually agreed upon between the Board of Directors of the
Company and the Statutory Auditors. Therefore, their tenure being the Statutory Auditors shall be completed at the
conclusion of the ensuing 39th Annual General Meeting of the Company.

M/s Harish Khandelwal & Co., Chartered Accountants, Indore (Firm Registration Number 004116C), are recommended
by the Audit Committee and Board of Company for their appointment as the Statutory Auditors of the Company for a
first term of 5 consecutive years commencing from conclusion of the 39th Annual General Meeting till the conclusion
of 44th Annual General Meeting to be held in the year 2030, in place of the existing retiring auditor M/s. ABMS and
Associates, Chartered Accountants, Indore.

The proposed Statutory Auditors has given their consent and eligibility certificate for their such appointment as the
Statutory Auditors of the Company. Your Board of directors recommends passing necessary ordinary resolution as set
out in the Item No. 5 of the AGM Notice.

Explanation to Auditor’s Remarks

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.

12.2. Secretarial Auditors & Secretarial Audit Report :

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
2024-25.

Further, In terms of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and on the basis of recommendation of the Audit Committee, the Board of Directors of
Company in their meeting held on 29.07.2025 has appointed M/s P. S. Tripathi & Associates, Company Secretaries,
Indore (COP No.-5358) as the Secretarial Auditors of your Company subject to approval of Members in ensuing
Annual General Meeting for the First Term of 5 (five) consecutive financial year starting from 2025-26 to 2029-2030
at such remuneration as shall be fixed by the Board/Committee. M/s P.S. Tripathi & Associates, Company Secretaries,
Indore, firm has 2 partners and having valid peer review certificate as issued by ICSI. The Company has received their
written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed
thereunder. The Secretarial Auditors have confirmed that they are not disqualified to be appointed as the Secretarial
Auditors of your Company for the audit of five consecutive financial year i.e. from 2025-26 to 2029-30. Your Board
recommended for the approval of the Members for the appointment of M/s P. S. Tripathi & Associates, Company
Secretaries, Indore (COP No.-5358) as the Secretarial Auditors of your Company for 5 (five) consecutive financial
year starting from 2025-26 to 2029-2030 and authority to the Board and Audit Committee to fix their remuneration.

The Secretarial Auditor of the Company has submitted their Report (Form MR-3) for financial Year 2024-25 and the
same is annexed as Annexure-III with this Report.

Some qualifications, reservations and adverse remarks are given in the Secretarial Audit Report for the Financial Year
ended on 31st March, 2025; and the Board''s comments on such qualifications, reservations and adverse remarks, so
given in the Secretarial Audit Report, are as under:

a. The Stakeholder Relationship Committee was not properly constituted with the requisite members and chairperson
for the quarter ended December 31, 2024. However, the Company reconstituted the Stakeholder Relationship
Committee on October 3, 2024 and the applicable fine was subsequently paid on March 28, 2025. The Company
has submitted a request to BSE through the BSE Listing Centre seeking a waiver of the imposed fine. The
matter is currently under review by the Listing Operations Team.

Management Comment: The Stakeholder Relationship Committee has been re-constituted on 03.10.2024 and
as per Regulation 20(2), the appointed chairperson of the Stakeholder Relationship Committee is a Non-Executive
director and as per Regulation 20(2A), the Stakeholder Relationship Committee is duly constituted with three
directors, of which two are independent directors. Therefore the company is in compliance with the specified
regulation. Further, the Company has made request to BSE through BSE Listing Centre to waive off the fine and
the case is under process with Listing Operation Team (Case Number 227422 dated Mar 18, 2025). However,
the fine amount has been paid on 28.03.2025.

b. BSE had done a comparison of promoter/ promoter group PAN data provided to NSDL/CDSL with promoter/
promoter group details in shareholding pattern filed by listed entity with Exchanges and observed certain mismatch
that Non Promoter category selected on designated depository system whereas in Shareholding pattern promoter
category is mentioned. In this regard, BSE requested the Company to refer NSDL and CDSL circular for
process to be followed for updating of PAN details on NSDL''s / CDSL issuer portal and update the details latest
by July 31, 2024. As per listed entity there is no such mismatch.

Management Comment: The Company had submitted its reply on 30.07.2024 through BSE Listing Centre
mentioning that we have already updated the PAN details of Promoters and Promoter Groups along with Directors
and Designated Persons for System Driven Disclosures under SEBI PIT Regulations and SAST Regulations.
Further, in respect of aforesaid discrepancy, we wish to submit that we compared all the details (including
Promoter Group/Non Promoter category) in System Driven Disclosures (with CDSL) with Shareholding Pattern
and found that details are same and no such mismatch found between both details.

12.3. Internal Auditors :

Pursuant to Section 138 of the Companies Act, 2013 and Companies (Accounts) Rules, 2014, the Board has re¬
appointed M/s Sunil Chandra Goyal & Company, Chartered Accountants, Indore Firm Registration Number: 002658C,
as Internal Auditors of the Company for the Financial Year 2024-25.

12.4. Cost record and/or cost audit :

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.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188 OF THE
COMPANIES ACT, 2013:

All contracts, arrangements and transactions entered by the Company with related parties during the financial year
2024-25 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, 2025.

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/2025/06/Policy_on_Related_Party_Transactions.pdf

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

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. The
Company has not made any fresh investment 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, 2025.

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

15.1. Conservation of Energy:

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.

S.N. Particulars	Details
1 Steps taken or impact on conservation of energy	We produce Biogas from steep Liquor which is used for drying Gluten. This helps us is saving Fuel in Gluten Dryer.
2 The steps taken by the Company for utilizing alternate sources of energy	We are planning for Procurement of electricity from Solar Energy in near future.

3 Capital investment on energy	NA
conservation equipment
15.2. Technology Absorption :
S.N. Particulars	Details
1 Efforts made towards technology absorption	NA
2 Benefits derived as a result of the above efforts	NA
3 Details of technology imported during last three years :	NA
The details of technology imported	NA
The year of Import	NA
Whether the technology been fully absorbed	NA
If not fully absorbed, areas where absorption has	NA
not taken place
The Expenditure incurred on Research & Development	NA

15.3 Foreign Exchange Earnings and Outgo :

Details of foreign exchange earninns and outgo are as follows:

S.N.	Particulars	Amount
1	Value of imports calculated on C.I.F. basis by the company during the financial year in respect of
	Raw Materials -	Nil
	Components and spare parts	USD 38,520 (In INR 36.85 Lacs)
	Capital Goods	Nil
2	Expenditure in foreign currency during the financial year
	on account of royalty, know-how, professional and consultation fees, interest and other matters;	Nil
3	Total value if all imported raw materials, spare parts and components consumed during the financial year and the
	total value of all indigenous raw materials, spare parts and components similarly consumed and the percentage of each to the total consumption	Nil
4	The amount remitted during the year in foreign currencies on account of dividends with a specific mention of the total
	number of non-resident shareholders, the total number of shares held by them on which the dividends were due and the year to which the dividends related ;	Nil
5	Earnings in foreign exchange classified under the following heads, namely:-
	Export of goods	(In USD 108870) INR 91.43 Lakh
	Export Incentive	INR 0.43 Lakh
	TOTAL	INR 9 1.86 Lakh
	Royalty, know-how, professional and consultation fees,	Nil
	Interest and dividend	Nil
	Other income , indicating the nature thereof	Nil

16. CORPORATE SOCIAL RESPONSIBILTY :

The Corporate Social Responsibility ("CSR") Policy formulated by the CSR Committee and duly approved by the
Board. The CSR Policy is available on the Company''s website and can be accessed at:
http://www.tirupatistarch.com/wp-content/uploads/2025/06/Corporate-Social-Responsibility-Policy.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.

During the year, the total CSR obligation for the financial year 2024-25 was Rs. 25,86,974.90. The CSR obligation
amount of Rs. 25,00,000.00 was transferred to M/s Manglayatan Charitable Trust and Rs. 86,974.90 was transferred
to M/s Tirupati Starch Charitable Foundation (the Wholly-owned Subsidiary Company).

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.

17. POLICIES :

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.

Name of the Policy	Brief Description	Web Link
Nomination Remuneration and Evaluation Policy	This policy formulates the criteria for determining qualifications, positive attributes, independence of the Directors and recommends to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees	http://www.tirupatistarch.com/wp- content/uploads/2024/04/ NOMINATION- REMUNERATION-AND- EVALUATION-POLICY.pdf
Policy for determining materiality of event	The policy applies for disclosures of material events affecting company and its associates.	http://tirupatistarch.com/wp- content/uploads/2016/08/Policy-on- Materiality-of-Events .pdf
Policy on document preservation	The policy outlines that the Company intends to safeguard significant documents and preserve them to ensure durability of documents including documents in electronic form.	http://tirupatistarch.com/wp- content/uploads/2016/08/Policy- on-Documents-Preservation.pdf
Related Party Transactions Policy	The policy regulates all transactions between the Company and its related parties.	http://www.tirupatistarch.com/ wp-content/uploads/2025/06/Policy_on_ Related_Party_Transactions.pdf
Whistle Blower and Vigil Mechanism Policy	The policy outlines the whistleblower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct and ethics.	http://www.tirupatistarch.com/ wp-content/uploads/2023/02/ Vigil_mechanism___ Whistle_Blower_policy.pdf

Policy on prevention of sexual harassment at workplace	The policy that the Company provides an equal employment opportunity and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment.	http://www.tirupatistarch.com/wp- content/uploads/2025/06/Policy- on-Prevention-of-Sexual- Harassment-at-Workplace.pdf
Risk Management Policy	The policy that builds a strong risk management culture to better understand a risk profile and to better manage the uncertainties.	http://tirupatistarch.com/wp-content/ uploads/2016/08/RISK_ MANAGEMENT_POLICY.pdf
Policy for Determining Material Subsidiaries	The policy is to determine material subsidiaries of Tirupati Starch & Chemicals Limited.	http://www.tirupatistarch.com/wp- content/uploads/2023/05/Policy-on- determining-Material-Subsidary.pdf

18. PARTICULARS OF EMPLOYEES :

The information required under Section 197(12) of the Companies Act 2013 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 Board''s Report, are available for
inspections at registered office during working hours and will be made available to any member on request, as per the
provisions of Section 136(1) of the Companies Act 2013.

19. GOVERNANCE/SECRETARIAL :

19.1. Management Discussion and Analysis Report :

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.

19.2. Corporate Governance :

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).

19.3. Risk Management :

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

19.4. Nomination, Remuneration and Evaluation Policy :

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

19.5. Vigil Mechanism :

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.

19.6. Adequacy of Internal Financial Controls with reference to the Financial Statements:

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 CF O 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.

19.7 Code of Fair disclosure of Unpublished Price Sensitive Information and Code of Conduct under SEBI
(Prohibition of Insider Trading) Regulations, 2015:

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://www.tirupatistarch.com/wp-content/uploads/2025/08/Code_of_Practices_and_Procedures_for_Fair_

Disclosure_of_UPSI.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/2025/08/Code_of_Conduct_pursuant_to_SEBI_PIT_

Regulations_2015 .pdf

20. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES :

The Company has incorporated the below cited Wholly-owned Subsidiary Company as Section-8 Company of the
Companies Act, 2013 durinu the year 2023-24 :

S.N. Name of the Company	Date of Incorporation	Percentage of shareholding
1 Tirupati Starch Charitable Foundation CIN: U86909MP2023NPL065100	05-04-2023	100%

During the year under review, the Company has 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.

21. COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

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.

22. DISCLOSURE REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:

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

23. ORDER(S) PASSED BY REGULATOR(S), COURT(S), TRIBUNAL(S) IMPACTING THE GOING
CONCERN STATUS OF THE COMPANY:

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.

24. DEPOSITS:

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 amounting to
Rs. 2471.13 Lakh as on 31.03.2025, more clearly defined in Note No. 16 of the financial statements. The amount
brought in by the Promoters of the Company is by way of unsecured loans in pursuance of the stipulation of lending
bank.

25. APPLICABILITY & PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY ACT, 2016 &
THERE STATUS:

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

26. DIFFERENCE IN VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE
TAKING LOAN FROM BANKS & FINANCIAL INSTITUTIONS:

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

27. TRANSFER TO INVESTOR''S EDUCATION AND PROTECTION FUND:

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

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has framed and implemented a Policy on Sexual Harassment of Women at Workplace aiming at
prevention of harassment of employees which lays down the guidelines for identification, reporting and prevention of
undesired behavior. The Company had re-constituted the Internal Complaint Committee during the year under review
which is formed under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. During the year, no complaint was lodged with the Internal Complaint Committee.

The details regarding complaints during the financial year under review are given as below:

(a) Number of complaints of sexual harassment received in the year: NIL

(b) Number of complaints disposed off during the year: NIL

(c) Number of cases pending for more than ninety days: NIL

29. STATEMENT WITH RESPECT TO COMPLIANCE OF THE PROVISIONS RELATING TO
MATERNITY BENEFIT ACT 1961 :

The Company is covered under the provisions of the Maternity Benefit Act, 1961 and remains fully compliant with all
applicable requirements of the said Act. During the financial Year under review, no woman employee availed maternity
leave or claimed any benefits under the Act, as there was no such necessity or case reported during the year.

The Company has established appropriate systems and policies to ensure that all eligible women employees are granted
maternity benefits in accordance with the provisions of the Act, as and when the situation arises. The Company
continues to remain committed to supporting the health, well-being, and rights of its women employees.

30. ENHANCING SHAREHOLDER VALUE:

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.

31. PROVISION OF VOTING BY ELECTRONIC MEANS:

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 AGM Meeting.

32. INDIAN ACCOUNTING STANDARDS (IND AS)-IFRS CONVERGED STANDARDS:

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.

33. PAYMENT OF LISTING FEE AND DEPOSITORY FEE:

Annual Listing Fee for the year 2025-26 has been paid to BSE Limited. The Annual Custodial Fees for the year 2025¬
26 has also been paid to National Depository & Securities Limited (''NSDL'') and Central Depository Services (India)
Limited (''CDSL'').

34. DEMATERIALISATION:

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

35. DISCLOSURE OF FRAUDS IN THE BOARD''S REPORT U/S 143 OF THE COMPANIES ACT, 2013:

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 2024-25.

36. INDUSTRIAL RELATIONS :

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

37. OTHER DISCLOSURES :

• The Company has taken Issuance in terms of SEBI Circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/
2022/70 dtd. May 25, 2022. The Company''s assets are adequately insured vide various Insurance Polices taken
against losses, as considered necessary by the Management from time to time.

• The Company has appointed Company Secretary of the Company, as Designated Person for the purpose of
declaration of beneficial interest in the shares of the Company pursuant to provision of Rule 9(4) of Companies
(Management and Administration) Rules, 2014 as amended by MCA vide Notification dated 27th October, 2023.

38. ACKNOWLEDGEMENTS :

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.

FOR AND ON BEHALF OF THE BOARD
TIRUPATI STARCH & CHEMICALS LIMITED

Place: INDORE AMIT MODI PRAKASH CHAND BAFNA

Date: 29.07.2025 MANAGING DIRECTOR CHAIRMAN &

DIN: 03124351 WHOLE-TIME DIRECTOR

DIN: 00107070

---

Mar 31, 2024

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		Consolidated
S.N.	Particulars	F.Y. 2023-24	F.Y. 2022-23	F. Y. 2023-24	F. Y. 2022-23
1.	Total Revenue	30650.77	36479.23	30650.77	36479.23
2.	Total Expenses	30346.11	35716.56	303 3 4 .0 5	35716.56
3.	Profit Before Tax	304.(55	762.70	316.72	762.70
4.	Tax Expenses
	i. Current Tax	30.43	57.96	30.43	57.95
	ii. Deferred Tax	66.83	47.84	66.83	47.84
5.	Profit After Tax	207.40	656.90	2 1 9 .46	656.90
6.	Carried to Balance Sheet	207.40	656.90	2 1 9 .46	656.90

1.2. State of Company''s Affairs and Operations :

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/

1.3. Change in nature of Company''s Business :

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.

1.4. Operations And Future Outlook :

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.

1.5. Revision in Financial Statements or Board’s Report u/s 131(1) of the Companies Act, 2013 :

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.

1.6. Material changes and commitment affecting the financial position of the Company:

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.

2. SHARE CAPITAL :

2.1. Changes in Share Capital :

A. Authorized Capital :

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.

B. Issued, Subscribed and Paid-up Share Capital:

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.

C. Redemption of Preference Shares:

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.

6. DIRECTOR''S & KEY MANAGERIAL PERSONNEL :

6.1. Composition of Board & Key Managerial Personnel :

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

S.N.	Name	Category	Designation
1	Mr. Ramdas Goyal	Executive Director	Chairman & Whole-Time Director
2	Mr. Amit Modi	Executive Director	Managing Director
3	Mr. Prakash Chand Bafna	Executive Director	Whole-Time Director
4	Mr. Ramesh Chandra Goyal	Executive Director	Whole-Time Director
5	Mr. Yogesh Kumar Agrawal	Executive Director	Whole-Time Director
6	Mrs. Pramila Jajodia	Non-Executive Director	Director
7	Mrs. Shashikala Mangal	Non-Executive Director	Director
8	Mr. Ashish Agrawal	Non-Executive Director	Independent Director
9	Mr. Vinod Kumar Garg	Non-Executive Director	Independent Director
10	Mr. Nitin Kumar Gupta	Non-Executive Director	Independent Director
11	Mr. Ramesh Agrawal	Non-Executive Director	Independent Director
12	Mr. Sandeep Agrawal	Non-Executive Director	Independent Director
13	Mr. Yashwant Jain Nandecha	Non-Executive Director	Independent Director
14	Mr. Babu Lal Mangal	Non-Executive Director	Independent Director
15	Mr. Rohit Mangal	KMP	Chief Financial Officer
16	Mr. Anurag Kumar Saxena	KMP	Company Secretary

6.2. Change in Directorate & Key-Managerial Personnel :

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 Wholetime 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.

6.3. Retirement by rotation and subsequent re-appointment :

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.

6.4. Independent Directors :

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.

7. MEETINGS :

7.1. Board :

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.

7.2 Committees :

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.

7.3. Independent Director Meeting and details of Familiarization Programme:

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.

10. DIRECTOR''S RESPONSIBILITY STATEMENT :

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/.

12. AUDITORS & THEIR REPORTS :

12.1. Statutory Auditors & Statutory Auditor’s Report :

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.

12.2. Secretarial Auditors & Secretarial Audit Report :

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.

12.3. Internal Auditors :

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.

12.4. Cost record and/or cost audit :

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.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188 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

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

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.

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

15.1. Conservation of Energy:

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.

S.N. Particulars	Details
1 Steps taken or impact on	We produce Biogas from steep Liquor which is used for
conservation of energy	drying Gluten. This helps us is saving Fuel in Gluten Dryer.
2 The steps taken by the Company for	We are planning for Procurement of electricity from
utilizing alternate sources of energy	Solar Energy in near future
3 Capital investment on energy conservation equipment	NA
15.2. Technology Absorption :
S.N. Particulars	Details
1 Efforts made towards technology absorption	NA
2 Benefits derived as a result of the above efforts	NA
3 Details of technology imported during last three years :	NA
The details of technology imported	NA
The year of Import	NA
Whether the technology been fully absorbed	NA
If not fully absorbed, areas where absorption has not taken place	NA
The Expenditure incurred on Research & Development	NA

15.3 Foreign Exchange Earnings and Outgo :

Details of foreign exchange earnings and outgo are as follows:

S.N.	Particulars	Amount
1	Value of imports calculated on C.I.F. basis by the company during the financial year in respect of
	Raw Materials -	Nil
	Components and spare parts	USD 25,348 (In INR 21.51 Lacs)
	Capital Goods	USD 1 45,000 (In INR 1 2 1.7 3 Lac s )
2	Expenditure in foreign currency during the financial year
	on account of royalty, know-how, professional and consultation fees, interest and other matters;	Nil
3	Total value if all imported raw materials, spare parts and components consumed during the financial year and the
	total value of all indigenous raw materials, spare parts and components similarly consumed and the percentage of each to the total consumption	Nil
4	The amount remitted during the year in foreign currencies on account of dividends with a specific mention of the total
	number of non-resident shareholders, the total number of shares held by them on which the dividends were due and the year to which the dividends related ;	Nil
5	Earnings in foreign exchange classified under the following heads, namely:-
	Export of goods	(In USD 172290) INR 142.27 Lakh
	Export Incentive	INR 1.54 Lakh
	TOTAL	INR 1 43.81 Lakh
	Royalty, know-how, professional and consultation fees,	Nil
	Interest and dividend	Nil
	Other income , indicating the nature thereof	Nil

16. CORPORATE SOCIAL RESPONSIBILTY :

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.

17. POLICIES :

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

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Name of the Policy	Brief Description	Web Link
Nomination Remuneration and Evaluation Policy	This policy formulates the criteria for determining qualifications, positive attributes, independence of the Directors and recommends to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees	http://www.tirupatistarch.com/wp- content/uploads/2024/04/ NOMINATION- REMUNERATION-AND- EVALUATION-POLICY.pdf
Policy for determining materiality of event	The policy applies for disclosures of material events affecting company and its associates.	http://tirupatistarch.com/wp-content/uploads/2016/08/Policy-on-Materiality-of-Events .pdf
Policy on document preservation	The policy outlines that the Company intends to safeguard significant documents and preserve them to ensure durability of documents including documents in electronic form.	http://tirupatistarch.com/wp- content/uploads/2016/08/Policy- on-Documents-Preservation.pdf
Related Party Transactions Policy	The policy regulates all transactions between the Company and its related parties.	http://www.tirupatistarch.com/ wp-content/uploads/2023/01/Policy-on-Related-Party-Transactions. pdf
Whistle Blower and Vigil Mechanism Policy	The policy outlines the whistleblower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct and ethics.	http://www.tirupatistarch.com/ wp-content/uploads/2023/02/ Vigil mechanism Whistle_Blower_policy.pdf
Policy on prevention of sexual harassment at workplace	The policy that the Company provides an equal employment opportunity and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment.	http://tirupatistarch.com/wp-content/ uploads/2016/08/POLICY-ON- PREVENTION-OF-SEXUAL- HARASSMENT-AT- WORKPLACE.pdf
Risk Management Policy	The policy that builds a strong risk management culture to better understand a risk profile and to better manage the uncertainties.	http://tirupatistarch.com/wp-content/ uploads/2016/08/RISK_ MANAGEMENT_POLICY.pdf
Policy for Determining Material Subsidiaries	The policy is to determine material subsidiaries of Tirupati Starch & Chemicals Limited.	http://www.tirupatistarch.com/wp- content/uploads/2023/05/Policy-on- determining-Material-Subsidary.pdf

18. PARTICULARS OF EMPLOYEES :

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.

19. GOVERNANCE/SECRETARIAL :

19.1. Management Discussion and Analysis Report :

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.

19.2. Corporate Governance :

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).

19.3. Risk Management :

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

19.4. Nomination, Remuneration and Evaluation Policy :

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

19.5. Vigil Mechanism :

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.

19.6. Adequacy of internal financial controls with reference to the financial statements:

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 CF O 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.

19.7 Code of fair disclosure of unpublished price sensitive information and code of conduct under SEBI (Prohibition Of Insider Trading) Regulations, 2015:

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

20. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES :

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

S.N. Name of the Company	Date of Incorporation	Percentage of shareholding
1 Tirupati Starch Charitable Foundation CIN: U86909MP2023NPL065100	05-04-2023	100%

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.

21. COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

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.

22. DISCLOSURE REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:

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

23. ORDER(S) PASSED BY REGULATOR(S), COURT(S), TRIBUNAL(S) IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

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.

24. DEPOSITS:

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.

25. APPLICABILITY & PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY ACT, 2016 & THERE STATUS:

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

26. DIFFERENCE IN VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS & FINANCIAL INSTITUTIONS:

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

27. TRANSFER TO INVESTOR''S EDUCATION AND PROTECTION FUND:

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

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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.

29. ENHANCING SHAREHOLDER VALUE:

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.

30. PROVISION OF VOTING BY ELECTRONIC MEANS:

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.

31. INDIAN ACCOUNTING STANDARDS (IND AS) -IFRS CONVERGED STANDARDS:

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.

32. PAYMENT OF LISTING FEE AND DEPOSITORY FEE:

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.

33. DEMATERIALISATION:

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

34. DISCLOSURE OF FRAUDS IN THE BOARD''S REPORT U/S 143 OF THE COMPANIES ACT, 2013:

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.

35. INDUSTRIAL RELATIONS :

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

36. ACKNOWLEDGEMENTS :

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.

FOR AND ON BEHALF OF THE BOARD TIRUPATI STARCH & CHEMICALS LIMITED

Place: INDORE AMIT MODI RAMDAS GOYAL

Date: 03.09.2024 MANAGING DIRECTOR CHAIRMAN &

DIN: 03124351 WHOLE-TIME DIRECTOR

DIN: 00150037

---

Mar 31, 2023

Your Directors have pleasure in presenting the 37th Annual Report together with Audited FatamaaiSSdjf the Company for the financial year ended 3St March, 2023. Further, in compliance with the Companies ActndOthei Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulaticns''POffiing Regulations"), the Company has made requisite disclosures in this Board''s Report with the objective of acctunttBbitransparency 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 and Summary :

The Board''s Report is based on the Standalone Financial Statements of the Company for the yeart eMedch, 2023:

S.N.	Particulars	Current Year	Previous Year
		2022-2023	2021-2022
1	Total Revenue	36479.23	3 9 67. 6
2	Total Expenses	35715.56	3 04663
3.	P r of it Before Tax	76666	9 46.48
4.	Tax Expenses i. Current Tax	28.96	59.7
	ii. Tax pertaining to Earlier Year	0.50	0.00
	iii. Deferred Tax	47.84	18.06
	iv. MAT Credit Entitlement	5 7155	- 59.6
5.	Profit After Tax	656.9 6	866.41
6.	Carried to Balance Sheet	656.90	826.41

During the year under review, the Company''s total revenue was Rs. 3 6479.23 Lakhs as comparetbtolthevenue of Rs. 3 987.1 Lakhs for the financial year ended 3kt March, 2022 and Company reported a profit of R6..965Lakhs as compared to a profit of Rs. 826.41 Lakhs for the financial year ended on 3kt March, 2022.

1.2. Change in nature of Company''s Business :

During the year under review, there was no change in Company''s Business. The Company had cawited ion Expansion plans and commercial production of Starch and allied products throughout the year.

1.3. Operations And Future Outlook :

There has been an increase in the demand for all the products of your company in the previThe yeanpany has initiated process to increase its production capacity in coming years and modernize its equiprnipitovu quality and yield of its finished products. Your directors are hopeful that with increased production aapaiiityta expansion and modernization program undertaken by your company, it is expected to substantially improvp lime tand bottom line of the company in the years to come. Your directors are hopeful of improved economic acitiivitiiii^ which may lead to improved demand for the products of the company from sectors like F M CG, pharmaceutice} food,

paper, etc. which may impact the margins of the company positively in the current financial year.

1.4. Revision in financial statements or board’s report u/s 131(1) of the Companies Act, 2013 :

In terms of Section 31 of the Companies Act, 203, the Financial Statements and Board''s RepOntcampliance with the provisions of Section 29 or Section B4 of the Companies Act, 2013 and that no revissobehn made during any of the three preceding financial years.

1.5. Material changes and commitment affecting the financial position of the Company :

No material changes and commitments affecting the financial position of the company occurredhaluifingncial year ended as on 3kt March, 2023, to which the financial statements relates as on the date" epol;his

2. SHARE CAPITAL :

2.1. Changes in Share Capital :

A. Authorized Capital :

During the year under review, there was no change in the Authorised Share Capital of the ConMharclOBl 2023, the Authorized Capital of the Company was INR E,5Q00,000y-divided into authorized equity sha capital of INR 8,20,50,000/- (82,50,000 equity shares of INR 0 each) and authorized preference share capital fo INR 4,25,00,07- (4250000 preference shares of INR 0 each).

B. Issued, Subscribed and Paid-up Share Capital :

During the year under review, the Company had issued and allotted 1090800 equity shares of INR eaEh- on December 7, 2022, to the promoters of the Company at a price of IN R 34.61- per share (inclusfwosiolium of IN R 2461-) for a consideration of cash.

As a result of such allotment, the issued, subscribed and paid-up equity share capital incremsfcM R <7,00,07,670/

- (comprising 7000767 equity shares of INR 7- each) to INR 8,(9,15,670 (comprising 8(91567 equity shares of INR 0/- each). The equity shares so allotted rank pari-passu with the existing equity shares ofipthny. Co

On M arch 3,2023, the Paid-up Equity Share Capital IN R 8,09,5,670 comprising of 809 567 equity shas of INR 7

- each and Paid-up Preference Share Capital of INR 4,25,00,000/- (4250000 preference shares of I0NRch).

Except as mentioned above, the Company had not issued any other shares or instruments convfeo tdbtetiyi shares of the Company or with differential voting rights. Neither has granted any sweat equity orsmckoypti ons nor issued any bonus or right shares during the year. The company has not bought back any of iies s&jrajinig the financial year 2022-23.

3. DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED :

The Company has not made any provision of money for the purchase of, or subscription for, ^hrCsonnpany or its holding company, if the purchase of, or the subscription for, the shares by trustees sharons ithe be held by or for the benefit of the employees of the Company and accordingly the disclosure under the prof/Muis 6(4) of Chapter IV (Share Capital and Debentures) of the Companies Act, 203 is not applicable for the year.

4. DIVIDEND :

In order to conserve cash and ensure liquidity for the company''s projects and assignments enopteeditv expansion and implementation stages for the current financial year, the Board of Directors decided nolmnemreaQy dividend to the shareholders for the financial year 2022-23. Board of Directors, considers thist ibetegic 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.

6. DIRECTOR''S & KEY MANAGERIAL PERSONNEL :

6.1. Composition of Board & Key Managerial Personnel :

Following are the Directors & Key Managerial Personnel (KMP) of the Company as on March 31 XP3''

S.N.	Name	Category	Designation
:	Mr. Ramdas Goyal	Executive	Chairman & Whole-Time Director
2	Mr. Amit Modi	Executive	Managing Director
3	Mr. Prakash Chand Bafna	Executive	Whole-Time Director
4	Mr. Ramesh Chandra Goyal Executive		Whole-Time Director
5	Mr. Yogesh Kumar Agrawal Executive		Whole-Time Director
6	Mrs. Pramila Jajodia	N on-Executive	Director
7	Mrs. S hashikala M angal	N on-Executive	Director
8	Mr. Ashish Agrawal	N on-Executive	Independent Director
9	Mr. Vinod Kumar Garg	N on-Executive	Independent Director
:0	Mr. Nitin Kumar Gupta	N on-Executive	Independent Director
::	Mr. Ramesh Agrawal	N on-Executive	Independent Director
:2	Mr. S andeep Agr awal	N on-Executive	Independent Director
:3	Mr. Yashwant Nandecha	N on-Executive	Independent Director
:4	M r. Babu Lal M angal	N on-Executive	Independent Director
:5	M r. Rohit M angal	-	Chief F inancial Officer
:6	Ms. Purnima N agpal	-	Company Secretary

6.2. Change in Directorate & Key-Managerial Personnel :

Based on the recommendation of the N omination and Remuneration Committee (NRC), the Board vidkar esml

May 3Q 2022, consented to the following appointments & re-appointments, which were approved by Members by

way of a postal ballot on August 29, 2022, in accordance with the provisions of the Act and thnglRsgulations:

a. Re-appointment of Mr. Amit Modi as Managing Director of the Company for the further perisdwf . 6. year 0105.2022;

b. Re-appointment of Mr. Ramdas Goyal (DIN : 0050C37) as the Whole Time Director & Chairman of theaCymp who has attained the age of 75 years, for the further period of 3 years w.e.f. 0105.2022;

c. Re-appointment of Mr. Prakash Chand Bafna (DIN : 0007070) as the Whole Time Director of the Company the further period of 3 years w.e.f. 0.0^.2022;

d. Appointment of Mr. Sandeep Agrawal (DIN: 09648527) as Independent Director of the Company for ofterm 5 years i.e 07th July 2022 to 05th July, 2027;

e. Appointment of Mr. Babu Lal Mangal (DIN : 09646772) as Independent Director of the Company forf ter 5 years i.e 07th July 2022 to 05th July, 2027;

f. Appointment of Mr. Yashwant Nandecha (DIN : 0964654) as Independent Director of the Company fan a te of 5 years i.e 07th July 2022 to 05th July, 2027.

During the year, Ms. Saloni Naidu, Member of Institute of Company Secretaries of India havireguMNnober A59058 resigned from the post of Company Secretary & Compliance officer of the Company with rffieCttfi June 2022 and based on the recommendation of the N omination and Remuneration Committee (NRC),atld£ Vide resolution on 07th October 2022 approved the appointment of M s. Purnima N agpal, M ember of Inst Company Secretaries of India having Membership No: A5898, as Company Secretary & Compliance officer ©fimjiany with effect from 08th October 2022.

6.3. Retirement by rotation and subsequent re-appointment :

In accordance with the requirements of the Act and the Company''s Articles of Association, MAgha:wash(DIN : 000750) and Mrs. Pramila Jajodia (DIN : 01586753) retires by rotation and are eligible for re-appdiment. Members'' approval is being sought at the ensuing AGM for their re-appointment.

Further, Mr. Ramesh Chandra Goyal has been recommended by the Board for the re-appointment TsinWhole-Director for a term of 3 years w.e.f 28/0F20E4 and members'' approval is being sought at the eAGMg for their reappointment.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, detract ooihips and committee membership held in other companies of the Directors proposed to be appointed/re-appolitjedwith their shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation Msfrtg Regulations, is appended as an Annexure to the N otice of the ensuing AGM .

6.4. Independent Directors :

All the Independent Directors of the Company have submitted declarations that each of them noratgrtheof independence as provided in Section 49(6) of the Act along with Rules framed there under and tRB]gu:i(i)(b) of the Listing Regulations and they continue to comply with the Code of Conduct laid down under eSKKedlulthe Act.

In terms of and Regulation 25(8) of the Listing Regulations, the Independent Directors have dohhatmeiey are not aware of any circumstances or situation which exists or may be reasonably anticipated th.atpa

Based upon the declarations received from the Independent Directors, the Board of Directorsiilrasdcohfit they meet the criteria of independence as mentioned under 49(6) of the Companies Act, 20B and Regula6(io(b) of the Listing Regulations that they are independent of the management.

Further, in terms of Section 50 read with Rule 6 of the Companies (Appointment and QualificaB^iir® cxtior s) Rules, 20)4, as amended, the Independent Directors of the Company have included their names inathebdnk of Independent Directors maintained with the Indian Institute of Corporate Affairs.

7. MEETINGS :

7.1. Board :

During the year, thirteen (B) meetings of the Board of Directors were held. The particularisigsf hratebtand Director''s attendance in each meeting are detailed in the Corporate Governance Report forming hearAnnual Repor t.

7.2 Committees :

As required under the Act, and the Listing Regulations, the Company has constituted the follawi]ng/ scommittees:

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 Commitgivan anethe Report on Corporate Governance, which forms a part of this Annual Report.

7.3. Independent Director Meeting and details of Familiarization Programme :

In due compliance with the provisions of the Companies Act, 20B and Securities and Exchange Boandio (Listing Obligations and Disclosure Requirements) Regulations, 205, a separate meeting of Independent Etesectas held on 1th F ebruary, 2023. The particulars of meeting, directors attendance, training and famiitnrpiatgramme are detailed in the Corporate Governance Report forming part of the Annual Report.

8. PERFORMANCE EVALUATION :

Pursuant to section B4(3)(p) of the Companies Act, 2013 and Rule 8(4) of Companies (Accounts) R2tft^sthe Board in its meeting held on 30th M ay, 2022 has carried out an Annual evaluation for the finsarci20I22-23 of the performance of the Committees of the Board, of all the individual directors and of all the intdad®ndt:ors of the company including the evaluation of the board as a whole.

The performance evaluation of the Chairman and the Non Independent Directors was carried dunddpeitdent Directors. The Directors expressed their satisfaction with the evaluation process.

The Company has adopted a Code of Conduct for its employees including the Managing Director.''titm, addi Company has adopted a Code of Conduct for its Non-Executive Directors which includes Code of Conduct Independent Directors, which suitably incorporates the duties of Independent Directors as lamd dhwnAct. The same can be accessed using the following link: http://www.tirupatistarch.com/wp-content/uploadsZ010Z3 C ode_of_conduct_of_boar d_of_dir ector s__senior _management_per sonnel_employees .pdf.

All Senior Management personnel have affirmed compliance with the Code of Conduct. The signadioncbyrthe CF O & Managing Director 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 atiorRegof SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year 202I^nd^:fe r review was placed before the board of directors of the company at its meeting held on 24th May, 2023 andednsdcAnnexure-II.

10. DIRECTOR''S RESPONSIBILITY STATEMENT :

To the best of Board''s knowledge and belief and according to the information and explanationssdlbyiiniem, your Directors make the following statements in terms of Section B4(3)(c) of the Companies Act, 20B:

a. In the preparation of the Annual Accounts for the financial year ended 3 ft M arch, 2023, thblapjpiounting Standards have been followed along with proper explanations relating to material departures;

b. The Directors have selected such accounting policies and applied them consistently and made judgment estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs 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 accountsngnrecoi accordance with the provisions of the Act for safeguarding the assets of the Company and fongpandent detecting fraud and other irregularities;

d. The Directors have prepared the Annual Accounts for the financial Year ended 3kt March, 2023irdn a '' concern'' basis;

e. The Directors have laid down internal financial controls to be followed by the company and thint erunil financial controls are adequate and are operating effectively; and

f. The Directors have devised proper systems to ensure compliance with the provisions of all apphcaMnd that such systems are adequate and operating effectively.

g. The Company''s Internal Auditors have conducted periodic audits to provide reasonable assurantieethat company''s approved policies and procedures have been followed.

11. ANNUAL RETURN :

The Annual Return of the Company as on 3kt March 2023 in F orm MGT - 7 in accordance with $jfect:if>rt 192 Act read with the Companies (M anagement and Administration) Rules, 204, is available on the webstihe Company at http//www.tirupatistarch.com/ annual-return/.

12. AUDITORS & THEIR REPORTS :

12.1. Statutory Auditors & Statutory Auditor’s Report :

M/s. ABMS and Associates, Chartered Accountants (Firm Registration No. 030879C), were appoiud^t;ehs Af the Company, for a term of 5 (five) consecutive years, at the Annual General M eeting held oneS <2pjei02b The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors'' Report does not contain any qualification, reservation, adverse remark or disTIainNrotes on Financial Statement referred to in the Statutory Auditors'' Report are self-explanatory arid fernan}ca''urther Comments. Statutory Auditors of the Company have not reported any fraud as specified under4S(5l2t ioh the Act, in the year under review.

12.2. Secretarial Auditors & Secretarial Audit Report :

According to the provisions of Section 204 of the Act and the Companies (Appointment and Remunof aManagerial Personnel) Rules, 204, the Company has appointed M/s. P. S. Tripathi &Associates, Company Sec,eIadore, having ICSI Certificate of Practice No. 5358, to carry out the Secretarial Audit of the CcmpanyetThial Auditor of the Company has submitted their Report (Form MR- 3) for financial Year 2022-23 and ithansnexed as Annexure-III with this Report.

There were qualifications, reservations and adverse remarks, so given in the Secretarial Altdi!titRepehr the Financial Year ended on 3kt March, 2023 and the Board''s comments on the qualifications, reser vatdoadverse remarks, so given in the Secretarial Audit Report are as under:

a. Due to the applicability of Corporate Governance on the Company, the Composition of Board withtoegar minimum number of Independent Directors are not complied as per the Regulation F(1)(b) of thdtSascund Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 205, thr pdhsbn

of board of directors is an Executive Director, therefore, the company was required to appoiMdepe®dent Directors i.e. half of the board of directors but only four Independent directors were on ef>atbeahdrs till June Quarter, 2022-23. It has been brought to our knowledge that BSE had issued notice for aforesaid compliance and imposed penalty accordingly.

Reply: The Company has complied with the Regulation 17 (b) of the SEBI (LODR), Regulations 205 hand seven (7) independent directors on the Board w.e.f 07th July 2022 in accordance with the SEBI (LODR) Regulations 20)5.

b. The company does not intimate to the Stock Exchange regarding some of the cases of loss of tsilSiaat ecer and issue of duplicate share certificate within 2 days of its getting information w.r.t. ReS9llaS)eof SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20)5.

Reply: Due to absence of a full-time Company Secretary in the Company during the quarter endedtf&spt-intimation couldn''t be filed within the timelines as prescribed under SEBI (LODR), RegulatiorH,ow®ver, the Company had filed the intimations later with a delay of few days and further the Company; imdyres compliance.

c. The company has issued the (E duplicate share certificate and 01 Share Certificate relatingrtantluisTion of shares beyond the period of 30 days from the date of lodgment of request w.r.t. RegulatioroBS I(2E)I (Listing Obligations and Disclosure Requirements) Regulations, 205.

Reply: The issue of duplicate share certificate in relation to one request of transfer andctr anshiifed name deletion cum issue of duplicate share certificate (due to death of one of the joint shaarefiolllerissue of duplicate share certificate was made within 30 days from the date of lodgment for request of issu duplicate share certificate. For the third delay case, the issue of duplicate share certifdcliayeWalue to inadvertence. The matter pertaining to delay in issue of duplicate share certificate in reliat iraquost of transfer and transmission included the name deletion cum issue of duplicate share certificatdeadheof one of the joint shareholder), in which documents of name deletion were complete but documertfsufoofi duplicate share certificate were incomplete due to which there were two lodgment dates and tiiti^tpeD note that duplicate share certificate was issued within 30 days from the date of lodgment fbrofr espes of duplicate share certificate. The Board noted the observation and ensure for the timely futlalne;dsompli

d. There is delay in intimation to the Stock Exchange about closure of trading window for the SdptethdeD 2022 w.r.t. Clause 4(2) of Schedule B of SEBI (Prohibition of Insider Trading) Regulations, 205.

Reply: Due to absence of a full-time Company Secretary during the said tenure in the CompatliypJttlilbrin of the closure of trading window to stock exchange was missed to be filed within the prescribed thme Company. However, the intimation was later filed with the Stock Exchange with delay of few days.

e. The Company did not maintained the complete recording of transcript of the Annual General M;edt2ag da 09/2022 w.e.t. General Circular No. 14/2020 dated 08/04/2020 and General Circular No. 20 /2020 dated 05/05/

2020 by MCA as per the Secretarial Standards (SS) issued by the Institute of Company Secret £(DCS I1,1 as notified by the Central Government under section 18(B) of the Companies Act, 20B.

Reply: Due to technical glitch in the software, the Company couldn''t completely record the tt aof crp Annual General Meeting dated 28/09/2022 However, the Board noted the observation and ensure forthhe compliance.

12.3. Internal Auditors :

Pursuant to Section B8 of the Companies Act, 20B and Companies (Accounts) Rules, 204, the Board, appointed M/s Sunil Chandra Goyal &Company, Chartered Accountants, F irm Registration N umber: 002658^ nanAtaiitors of the Company.

12.4. Cost record and/or cost audit :

The Company has maintained cost records as prescribed under section 48(1) of the Companies Act however doesn''t fall under the provisions of the applicability of the Cost Audit.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1) AND 188(2) OF THE COMPANIES ACT, 2013 :

Pursuant to the omnibus approval provided by the audit committee, certain transactions of hs/; puerc; executed with them which were at Arm''s Length basis and were in the ordinary course of business, thee splm£EdvbEfore the Audit Committee for the review and noting, in their respective meetings. The quarterly;s:li0£lor^nsactions with related parties are made to the audit Committee of the Board. There are no materiallrrts^gaatiHit party transactions made by the company with Promoters, Key Managerial Personnel or other desigaatdd^[l^dchomay have potential conflict with interest of the company at large.

Further, as there are no such transactions falling under sub-section () of section B8 of theidsohipfet 20B, so no AOC-2 is required to be given in this report and you are requested to refer N ote N o. 4iaiot nrfngplfher notes to financial statements of Balance Sheet for further details.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 :

During the year under review, the Company, has neither given any loans, made investments nord prnvgtearantees under Section 86 of the Companies Act, 20B in compliance with the provisions of section 86 of Chmpanies Act, 20B.

However, the Company has invested and incorporated below subsidiary Company after the end ofafmeamci

S.N. Name of the Company	Date of Incorporation	Amount of Investment	Percentage of shareholding
1 Tir upat i Starch C har it able F oundat ion CIN: U 869®MP2023NPL065DO	05-01-2023	Rs.ppa-	00%

Going forward the Company will be carrying out its major CSR activities through this F oundation only
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO :
15.1. Conservation of Energy:
The Company continues its policy of giving priority to energy conservation measures including irqview of
(energy conservation, consumption and effective control of utilization of energy.
S.N. Particulars	Details
1 Steps taken or impact on	We produce Biogas from steep Liquor which is used for
(conservation of energy	drying Gluten. This helps us is saving F uel in Gluten Dryer
2 The steps taken by the Company for	We are planning for Procurement of electricity from
utilizing alternate sources of energy	Solar Energy in near future
3 Capital investment on energy	NA
(conservation equipment
15.2. Technology Absorption :
S.N. Particulars	Details
1 -Efforts made towards technology absorption	NA
-2 Benefits derived as a result of the above efforts	NA
3 Details of technology imported during last :	NA
three years
The details of technology imported
The year of Import
Whether the technology been fully absorbed
If not fully absorbed, areas where absorption has not taken place
The Expenditure incurred on Research & Development

15.3 Foreign Exchange Earnings and Outgo :

Details of foreign exchange earnings and outgo are as follows''

S.N.	Particulars	Am ount (in L ac s)
)	Value of imports calculated on C.I.F. basis by the company during the financial year in respect of Raw Materials - Components and spare parts Capital Goods	Nil
2	Expenditure in foreign currency during the financial year on account of royalty, know-how, professional and consultation fees, interest and other matters;	Nil
B	Total value if all imported raw materials, spare parts and components consumed during the financial year and the total value of all indigenous raw materials, spare parts and components similarly consumed and the percentage of each t o t he t ot al cons umpt ion	Nil
4	The amount remitted during the year in foreign currencies on account of dividends with a specific mention of the total number of non-resident shareholders, the total number of shares held by them on which the dividends were due and t h e ye ar to wh ich t h e divi dends r el at ed;	Nil
5	Earnings in foreign exchange classified under the following heads, namely:-Export of goods	238.27
	Export Incentive	6. 97
	TOTAL	245.24
	Royalty, know-how, professional and consultation fees,	Nil
	Interest and dividend	Nil
	Other income, indicating the nature thereof	Nil

16. CORPORATE SOCIAL RESPONSIBILTY :

The Corporate Social Responsibility ("CSR") Policy formulated by the CSR Committee and apprdisasdBbyrti continues unchanged. The CSR Policy is available on the Company''s website and can be accessed pat: ht www.tirupatistarch.com/ wp-content/uploads/2022/09/ C S R_P olicy__T irupati_star ch_and_chemicals .pdf.

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

During the year, the Company spent Rs. B.21 Lakh (which was in excess of the required expenditure) R activities. The Annual Report on CSR an activity as per Rule 8 of Companies (Corporate SocisdbRieypio®licy) Rules, 20)1 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 revieiosatdeiidithe Corporate Governance Report.

The Company has and incorporated a Section-8 as wholly-owned subsidiary in the name of Tiruph Charitable F oundation and going forward the Company will be carrying out its major CSR activities thrFohntiatson only.

17. POLICIES :

We seek to promote and follow the highest level of ethical standards in all our business trsagsadtaiohy our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 205 and CompaniesA has mandated the formulation of certain policies for all listed companies. All the policies areeavailabl website (http/ 7www.tirupatistarch.com). The policies are reviewed periodically by the board and updated on nfendwncompliance

r equir ement.
Name of the Policy	Brief Description	Web Link
N omination	This policy formulates the criteria for	http//tirupatistarch.com/wp-content/
Remuner at ion and	determining qualifications, positive	uploads/206/08/N OM IN ATION -
Evaluation Policy	attributes, independence of the	REMUNE RAT I ON - AN D-
	Directors and recommends to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees	EVALUATION -POLICY.pdf
Policy for	The policy applies for disclosures of	http//tirupatistarch .com/ wp-
determining	material events affecting company	content/uploads/20f/08/P olicy-on-
materiality of event	and its associates.	M ateriality-of-Events.pdf
Policy on	The policy outlines that the Company	http//tirupatistarch .com/ wp-
document	intends to safeguard significant	cont ent / uploads / 206 08/ P olicy-
preservation	documents and preserve them to ensure durability of documents including documents in electronic form.	on-Document s-Preser vation.pdf
Related Party	The policy regulates all transactions	http// www.t ir upat istar ch.com/
Transactions	between the Company and its	wp-cont ent/uploads/ 2CB3/0IP olicy-on-
Policy	related parties.	Related-Party-Transactions. pdf
Whistle Blower and	The policy outlines the whistleblower	http// www.t ir upat istar ch.com/
Vigil M echanism	mechanism for directors and	wp-cont ent/uploads / 2023/ 02/
Policy	employees to report concerns about	Vigil mechanism
	unethical behavior, actual or suspected fraud or violation of the Companys code of conduct and ethics.	Whist leBlower _policy.pdf
Policy on	The policy that the Company provides	http//tirupatistarch.com/wp-content/
prevention of	an equal employment opportunity	uploads/206/08/POLICY-ON-
sexual harassment	and is committed to creating a healthy	P RE VEN TION-OF-SEXUAL-
at workplace	working environment that enables	HARASSMENT-AT-
	employees to work without fear of prejudice, gender bias and sexual harassment.	WORKPLACE.pdf
Risk	The policy that builds a strong risk	http//tirupatistarch.com/wp-content/
Management	management culture to better	uploads/ 206/ 08/RISK_
	understand a risk profile and to better manage the uncertainties.	M AN AGE MENT_POLICY.pdf

18. PARTICULARS OF EMPLOYEES :

The information containing details of employees as required under Section 97(2) of the Act thaRufe 5(1) of the Companies (Appointment and Remuneration of M anagerial Personnel) Rules, 20)1 is given in AniVxutached to this report.

19. GOVERNANCE/SECRETARIAL :

19.1. Management Discussion and Analysis Report :

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

19.2. Corporate Governance :

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a separate sectioCornpdrhate Governance Report, forms an integral part of this Report as Annexure-VII. A certificate friom Company Secretary confirming compliance with corporate governance norms, as stipulated under the LisdiatjcRgis annexed to the Corporate Governance Report as Annexure-VII(A).

19.3. Risk Management :

Your Directors have adopted a Risk Management Policy for the Company. The Audit Committee anddtkoe'' Bo Directors of the Company reviewed the risks, if any, involved in the Company from time to ttook anpropriate measures to minimize the same. The Audit Committee ensures that the Policy for Risk Managoptsudtaisrods the Company in an inclusive manner. Policy is available on the Company''s website and can be accessed http//tirupatistarch.com/wp-content/uploads/20]5^/(WRISK_MAN AGEMENT_POLICY.pdf

19.4. Vigil Mechanism :

Pursuant to section 77(9) the Companies Act, 20B and rules made there under, the company haiisesfcdba Vigil Mechanism, which also incorporates a Whistle Blower Policy for directors and employees to repnEtcgniiterns, to provide a framework to promote responsible and secure whistle blowing and its commitments conopainication. The Company believes in the conduct of its affairs in a fair and transparent manner by adopttngtahgjards of professionalism, honesty, integrity and ethical behavior. The Company is committed to develop Hednliwhich every employee feels free to raise concerns about any poor or unacceptable practice and misconduct.

19.5. Adequacy of internal financial controls with reference to the financial statements :

The Company has a proper internal control system, which provides adequate safeguards and effoBitLOdinn; of the transactions and ensures that all assets are safeguarded and protected against loss fro]nizudaptelOdr disposition. The audit committee of the Company comprising majority of independent directors lyegnlaiews the audit plans, adequacy of internal control as well as compliance of accounting standards. AlsoO lheiCtFie responsibility for establishing and maintaining internal controls for financial reporting and that they Heoveiivri lt responsibility to evaluate the effectiveness of internal control systems of the company pertaining to finoritiiiag anpl they have to disclose to the auditors and the Audit Committee, deficiencies in the design or operation infesuKah controls, if any, of which they are aware and the steps they have taken or propose to take to rectify tfeiedeficie

19.6 Code of fair disclosure of unpublished price sensitive information and code of conduct under SEBI (Prohibition Of Insider Trading) Regulations, 2015 :

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of InsiderRegpdalg)ns, 205, the Board of Directors has formulated and adopted the "Code of Practices and Procedures forclFsarire Dfs Unpublished Price Sensitive Information" (Code of Fair Disclosure) of the Company. The BoaDdfhiamuLlated and adopted "Code of Conduct for Prohibition of Insider Trading" (Code of Conduct) of the Comparaycasbed under Regulation 9 of the said Regulations.

20. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES :

During the year under review, the Company neither had any subsidiaries nor joint ventures nor; asfflcpanies.

However, the Company has incorporated the below wholly-owned subsidiary Company after the end fifiadhial year:

S.N. Name of the Company	Date of	Percentage of
	Incorporation	shareholding
1 Tir upat i Starch C har it able F oundat ion CIN : U869C9M P2Q23N PLQ55CO	Q5-C4-2C23	QCP/o

21. COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY :

During the year under review, the Company neither had any holding nor is any subsidiary comprfyehdisclosure under Section 197 (4) of the Companies Act, 203 is not applicable.

22. DISCLOSURE REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS :

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

23. ORDER(S) PASSED BY REGULATOR(S), COURT(S), TRIBUNAL(S) IMPACTING THE GOING CONCERN STATUS AND COMPANY STATUS :

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

24. DEPOSITS :

Your Company has neither accepted nor invited any deposit from the public during the year uewerindehience directives issued by Reserve Bank of India and the provisions of Chapter V (Acceptance of dypokitispbnies) of the Companies Act, 203 and rules framed there under are not applicable for the year.

However there are unsecured loans from directors and promoters of the Company amounting to RsLSkBs as on 3 1C8.2023, more clearly defined in Note B & 42 of the financial statements. The amount brongHty promoters of the company is by way of unsecured loans in pursuance of the stipulation of any lending finahktiution or a bank.

25. APPLICABILITY & PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY ACT, 2016 & THERE STATUS :

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

26. DIFFERENCE IN VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS & FINANCIAL INSTITUTIONS :

There was no one time settlement of loan taken from Banks or any financial Institutions. Hfe, ehke in valuation does not arise.

27. TRANSFER TO INVESTOR''S EDUCATION AND PROTECTION FUND :

During the year under review, the Company was not required to transfer any amount in the Entasaoros and Protection Fund.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

The Company pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibitionesinal)Red Act, 208 has constituted an internal complaints committee. During the year, no complaint was wdgedhe internal complaint committee.

29. ENHANCING SHAREHOLDER VALUE :

Your Company firmly believes that its success in the marketplace and a good reputation are anpanigiihy determinants of value to the shareholder. The organizational vision is founded on the pringoptobgoVernance and by the resolve to be a customer-centric organization which motivates the Company''s Manageme0iiglOb

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 engagemoisepro and mutually rewarding associations that enable it to create positive impacts on the economical sand environmental dimensions of the Triple Bottom Line.

Underlying this is also a dedication to value-friendly financial reporting that assures thbde^haanbh(Phvestor of receiving transparent and unfettered information on the Company''s performance.

30. PROVISION OF VOTING BY ELECTRONIC MEANS :

Your Company is providing E-voting facility under section US of the Companies Act, 20B read with 20 of the Companies (Management and Administration) Amendment Rules, 205. The details regarding e-votirlg: faci being given with the notice of the Meeting.

31. INDIAN ACCOUNTING STANDARDS (IND AS) -IFRS CONVERGED STANDARDS :

Your Company adopted IND-AS with effect from lApril, 207 pursuant to Ministry of Corporate rAfffinration dated B F ebruary, 205 notifying the Companies (Indian Accounting Standard) Rules, 205. The F iriahStatements which are part of the Annual Report are being prepared as per the Companies (Indian AccountingDSltai^ds,

205.

32. PAYMENT OF LISTING FEE AND DEPOSITORY FEE :

Annual Listing F ee for the year 2(23-24 has been paid to Bombay Stock Exchange. The Annual C lEtodiabr the year 2023-24 has been paid to N ational Depository and Securities Limited and Central DepositorcesSLrimited.

33. DEMATERIALISATION :

The company''s shares are presently held in both electronic and physical modes.

34. DISCLOSURE OF FRAUDS IN THE BOARD''S REPORT U/S 143 OF THE COMPANIES ACT, 2013 :

During the year under review, your Directors do not observe any contract, arrangement and tiranHahtioould result in a fraud; your Directors hereby take responsibility to ensure you that the ComparbdehasnhlPtmtered with any fraud or fraudulent activity during the financial year 2023-24

35. INDUSTRIAL RELATIONS :

Company''s Industrial relations continued to be healthy, cordial and harmonious during the persioxt^elw.

36. ACKNOWLEDGEMENTS :

Your Directors wish to place on record their appreciation for the contribution made by emphjyelevelt; to the continued growth and prosperity of your Company. Your Directors also wish to place on r ecplppItlaadia:t. ion to the company''s bankers viz. State Bank of India, Financial institutions, shareholders, dealers andrcsu sftoamtheir wholehearted and continued support, assistance and co-operation which had always been a sourcdlrp§thtfor the

Company. Without this appreciable support it would not have been possible for the company tointaoiidpetitive market, therefore company seeks this support in future too.

Your directors would also like to thank all their shareholders for their continued faith imrtyieind>mppect the same in future.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: INDORE RAMDAS GOYAL AMIT MODI

Date: 28.08.2023 CHAIRMAN & MANAGING DIRECTOR

WHOLE-TIME DIRECTOR DIN: 03124351

DIN: 00150037

---

Mar 31, 2015

The Directors are hereby presenting the 29th Annual Report together with Audited Financial Statements of the Company for the Financial Year ended 31st March, 2015. Further, in compliance with the Companies Act, 2013 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

The Board's Report is based on the standalone Financial Statements of the Company for the year ended 31st March, 2015:

(Amount in Rupees)

Particulars Current Year (2014-2015) Previous Year (2013-2014)

Total Revenue 59,74,71,363 61,48,30,717

Total Expenses 58,47,01,278 59,90,14,809

Profit Before Tax 1,27,70,085 1,58,15,908

Tax Expenses 2,46,92,083 39,35,136

A. Current Tax 26,65,110 55,24,300

B. Deferred Tax 2,15,57,643 (15,85,937)

C. Income Tax for earlier 4,69,330 (3,227) years written off/back

Profit/Loss after Tax (1,19,21,998) 1,18,80,772

Carried to Balance Sheet (1,19,21,998) 1,18,80,772

1.1 PERFORMANCE REVIEW

During the year under review, the Company's total revenue was Rs. 59,74,71,363/- (Rupees Fifty Nine Crores Seventy Four Lacs Seventy One Thousand Three Hundred and Sixty Three Only) as compared to Rs. 61,48,30,717/- (Rupees Sixty One Crores Forty Eight Lacs Thirty Thousand Seven Hundred and Seventeen Only) and Company reported a Profit Before Tax of Rs. 1,27,70,085/- (Rupees One Crore Twenty Seven Lacs Seventy Thousand and Eighty Five Only) as compared to a Profit Before Tax (PBT) of Rs. 1,58,15,908/- (Rupees One Crore Fifty Eight Lacs Fifteen Thousand Nine Hundred and Eight Only) for the Financial Year ended 31st March, 2014. During the year under review, a heavy provision of deferred tax liabilities has been made which is affecting the Profit figure.

There was expansion of existing manufacturing plant situated at "Village Sejwaya", Ghatabillod, Dist. Dhar, M. P., and commercial production was also commenced during the year under the review. Being the first year of operation after expansion profitability and turnover of the company affected downward for the related year. For such expansion project, the Company also increased its existing debt obligations from its Bankers and promoters; impact of same was resulted in the financial position of Company. However, with reduction in cost of maize as compared to previous year, better performance of utility coupled with better product mix, improved technical parameters and application of stringent cost cutting measures and as the existing expansion has also come out, your company estimates that it shall be able to increase its profitability. Further, the detailed performance covered in the Management Discussion and Analysis Report separately which is annexed as ANNEXURE IV with this report and shall form part of the Board's report.

1.2 CHANGE IN NATURE OF COMPANY'S BUSINESS

During the Year under review, there was no change in Company's Business, the Company finalized its Expansion plan and started the commercial production of Starch and allied products in its expanded unit w.e.f 21st March, 2015.

2. FUTURE OUTLOOK

Post expansion, the Company is utilizing the Manufacturing Unit to 100% capacity, with installation of new equipments, de-bottlenecking, automation of the existing production processes and improvement in effluent treatment facilities, your Directors expect that the Company would be able to increase the grinding activity as compared to previous years. By doing so, your Company will be able to achieve a higher top line and improve its bottom line in the years to come.

3. SHARE CAPITAL

During the year under review, the Company, neither increased nor decreased its Equity and Preference Share Capital. The breakup of Equity and 0% Redeemable Preference Share Capital of your Company as on 31st March, 2015 is as following:

a) The Authorized Equity Share Capital is Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- (Rupees Ten) each.

b) The Authorized Preference Share Capital is Rs. Rs. 2,00,00,000/- (Rupees Two Crores Only) divided into 20,00,000 (Twenty Lacs) 0% Redeemable Preference Shares of Rs. 10/- (Rupees Ten) each.

c) The Paid Up Equity Share Capital is Rs. 6,09,31,760/- (Rupees Six Crore Nine Lacs Thirty One Thousand Seven Hundred Sixty Only) divided into 60,93,176 (Sixty Lacs Ninety Three Thousand One Hundred and Seventy Six) Equity Shares of Rs. 10/- (Rupees Ten) each.

d) The Paid Up 0% Redeemable Preference Share Capital is Rs. 1,50,00,000 (Rupees One Crore Fifty Lacs Only) divided into 15,00,000 (Fifteen Lacs) 0% Redeemable Preference Shares of Rs. 10/- (Rupees Ten) each.

4. REVISION IN FINANCIAL STATEMENTS OR BOARD'S REPORT U/S 131(1) OF THE COMPANIES ACT, 2013

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.

5. EXPORTS

During the year under review, the export turnover of your company is Rs. 3,11,19,265/- (Rupees Three Crores Eleven Lacs Nineteen Thousand Two Hundred and Sixty Five only). The major export markets of the Company are United Arab Emirates (U. A. E.), South Africa and Kuwait, further, your Company intends to continue with its long term export oriented marketing policy by penetrating more in its existing international market and exploring new avenues for its high value products.

6. RESERVES

No amount has been proposed by the Board to carry to any reserves.

7. DIVIDEND

During the period under review, the Company did not pay any dividend.

8. DEPOSITS

During the year under review, Company's Bankers, viz, State Bank of India, Commercial Branch, Indore, extended credit facilities in the form of Cash Credit and Term Loan – III. Company's Bankers stipulated under Sanction Letters that promoters of the Company shall be required to contribute some amount in the form of Unsecured Loan. Therefore, the Directors, Promoters and relatives of Promoters under such stipulation, gave amount to the Company, as Unsecured Loan.

The excess deposits have been repaid by your Company before 31st March, 2015 and the Company is not under any default in terms of Companies Act, 2013 and rules made there under.

9. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year under review, State Bank of India, Commercial Branch, Indore extended following credit facilities to your Company for the expansion project at Company's factory premises situated at "Village Sejwaya", Ghatabillod, Dist. Dhar, M. P.:

a) The Cash Credit limit to the tune of Rs. 8,00,00,000/- (Rupees Eight Crores Only) and

b) A Term Loan – III to the tune of Rs. 4,25,00,000/- (Rupees Four Crores and Twenty Five Lacs Only).

Your Directors also infused funds in the form of Unsecured Loans, in terms of both the sanctions above, due to this reason, the financial position the Company was substantially changed and after smooth commencement of the expanded unit, the same shall be improved to a great extent.

10. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND ASSOCIATE COMPANIES:

As per Sections 2(87) and 2(6) of the Companies Act, 2013 and as on date, the Company neither has any Subsidiary Company nor any Associate Company and hence, do not call for any disclosure under this head.

11. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT – 9, as provided under Section 92 (3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed hereto as ANNEXURE – I with this report and shall form part of the Board's Report.

12. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES THEREOF

During the year under review various meetings of the Board of Directors and Committees was held for various purposes which were in compliance with the provisions of the Companies Act, 2013, rules made there under and Clause 49 of the Listing Agreement entered into between the Company and the Bombay Stock Exchange. Further the details of such meetings of the Board and Committees thereof are mentioned in the Report on Corporate Governance which is annexed as ANNEXURE III with this Report and shall form part of the Board's Report.

13. DIRECTOR'S RESPONSIBILITY STATEMENT

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

b) that such accounting policies as mentioned in Note: 2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made 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, 2015 and of the profit and loss of the Company for the period ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Annual Account have been prepared on a going concern basis;

e) that Board has laid down proper internal financial controls and the financial controls were adequate and were operating effectively;

f) 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.

14. THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO HAVE APPOINTED OR RESIGNED DURING THE YEAR

During the year under review, there were following changes that took place in the Key Managerial Personnel of the Company:

1. Dr. Damodar Modi, DIN: 00106669, who were holding the position of Chairman and Managing Director of the Company, passed away on 17th November, 2014. Dr. Modi was one of the founder members of Company, he promoted the Company from its inception, his guidance, opinion and prompt business decisions were helpful to the Board and the Company as well, the Board placed on record its appreciation for the commendable contribution by Dr. Damodar Modi during his tenure as a director of the company.

2. Mr. Amit Modi (DIN: 03124351), was originally appointed as Additional Director by the Board in its meeting held on 10th December, 2014. On 30th January, 2015, the Board appointed him as Whole Time Director for a period of three years, subject to approval of members in ensuing Annual General Meeting.

As per Section 161 of the Act, his office is liable to be vacated on the date of Annual General Meeting of the Company. Mr. Amit Modi (DIN: 03124351), Whole Time Director of the Company, is seeking re-appointment as Whole Time Director of the Company in ensuing Annual General Meeting.

3. Mr. Ramdas Goyal (DIN; 00150037), Executive Director of the Company, was appointed as Managing Director by the Board, in its meeting held on 30th January, 2015, for a period of three years, subject to approval of Members in ensuing Annual General Meeting.

Mr. Ramdas Goyal (DIN: 00150037), Managing Director of the Company is seeking re- appointment as Managing Director of the Company in ensuing Annual General Meeting.

4. During the year under review, the Board, in its meeting held on 30th January, 2015, appointed following Directors as Whole Time Directors for a period of three years subject to approval of Members in the General Meeting;

a) Mr. Ramesh Chandra Goyal (DIN: 00293615)

b) Mr. Yogesh Agrawal (DIN: 00107150)

c) Mr. Prakash Bafna (DIN: 00107070)

The abovementioned Directors are also seeking re-appointment at the ensuing Annual General Meeting of the Company.

5. During the Financial Year 2014-2015, none of the Directors resigned from the directorship of the Company, however, Mr. Yogesh Agrawal (DIN: 00107150), Whole Time Director. Mr. Satish Mangal (DIN: 00472652), Independent Director of the Company, have resigned from the Board after 31st March, 2015 and Mr. Nikhar Agrawal (DIN: 00982811) as Additional Director on the Board of Company w.e.f. 7th August 2015.

6. During the year under review, in terms of Company's Articles of Association and Section 152 of the Companies Act, 2013, following Directors shall retire at the ensuing Annual General Meeting of the Company and are offering themselves to be re-appointed:

a) Ms. Pramila Jajodia (DIN: 01586753)

b) Ms. Shashikala Mangal (DIN: 00107187)

7. The Board, in its meeting held on 10th December, 2014, appointed Mr. Siddharth Sharma as Company Secretary and Compliance Officer of the Company.

8. The Board, in its meeting held on 19th March, 2015, appointed Mr. Rohit Mangal as Chief Financial Officer of the Company.

At the time of appointment, all the disclosures and declarations pursuant to Section 164(2) of the Companies Act, 2013 and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014, none of the Directors of the Company is disqualified from being appointed as Director. Further, all intimations pertaining to such appointments made during the year has been given to Stock Exchange where the shares of the Company are listed and also the relevant records are duly updated with the Registrar of Companies, Gwalior M. P., wherever required.

15. APPOINTMENT/RE-APPOINTMNET OF INDEPENDENT DIRECTORS AND STATEMENT OF DECLARATIONS BY INDEPENDENT DIRECTOR

The Company, as on 31st March, 2015, has following Independent Directors;

a) Mr. Ashish Agrawal, DIN: 00335575

b) Mr. Vinod Kumar Garg, DIN: 00266341

c) Mr. Satish Mangal, DIN: 00472652 (resigned w.e.f. 1st June, 2015)

All the Independent Directors are well appointed on the Board of Company in compliance with the Companies Act, 2013 and the Listing Agreement entered into by the Company with Stock Exchange. Further, all Independent Directors shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years after passing a special resolution by the Company and disclosure of such appointment in the Board's Report. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence under sub-section (6) of section 149 of the Act and Clause 49 of the Listing Agreement entered into by the Company with the Stock Exchanges.

16. FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The directors will be introduced to all the Board members and the senior management personnel such as Chief Financial Officer, Company Secretary and Various Department heads individually to know their roles in the organization and to understand the information which they may seek from them while performing their duties as a Director. And meeting may be arranged for Independent Directors with aforesaid officials to better understand the business and operation of the Company. As part of continuous updating and familiarization with the Company, every Independent Director will be taken for visits to the factory or manufacturing units and other branch of the company where officials of various departments apprise them of the operational and sustainability aspects of the plants to enable them to have full understanding on the activities of the Company and initiatives taken on safety, quality etc. The Company may also circulate news and articles related to the industry from time to time and may provide specific regulatory updates.

17. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In due compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered into between the Company and the Bombay Stock Exchange, a separate meeting of Independent Directors was held on 19th March, 2015.

18. PERFORMANCE EVALUATION BY INDEPENDENT DIRECTORS

The Independent Directors in their meeting have reviewed the performance of Non- Independent Directors and Board as a whole including reviewing the performance of the Chairperson of the company taken into account the views of Executive Directors and Non- Executive Directors. The said policy including above said criteria for the evaluation of the Board, individual directors including independent directors and the committee of the board has been laid down under Nomination, Remuneration and Evaluation Policy given in the Report on Corporate Governance which is annexed as ANNEXURE III with this report and shall form part of the Board's report.

19. NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS' RELATIONSHIP COMMITTEE AND POLICIES THEREOF

a) The Board, in its meeting held on 10th December, 2014, reconstituted the Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013, rules made there under and Clause 49 of the Listing Agreement entered into between the Company and the Bombay Stock Exchange.

b) The Stakeholders' Relationship Committee is duly constituted as per the provisions of Companies Act, 2013 and Clause 49 of Listing Agreement; the nomenclature of that committee has been changed from Shareholders' Grievance Committee to Stakeholders' Relationship Committee.

The composition and brief terms of reference along with "Nomination, Remuneration & Evaluation Policy" has been disclosed under the Report on Corporate Governance which is annexed as ANNEXURE III with this report and shall form part of the Board's report.

20. AUDITORS

20.1 STATUTORY AUDITORS

M/s Sunil Chandra Goyal and Company, Chartered Accountants, Indore, having Institute of Chartered Accountants of India (ICAI) Firm Registration Number: 002658C, Statutory Auditors of the Company who were re-appointed in last Annual General Meeting on 30th September, 2014, have submitted to the Company, a letter of unwillingness dated 16th August, 2015, to continue as Statutory Auditors of the Company.

Further, M/s. A. P. G. and Associates, Chartered Accountants, Indore having ICAI Firm Registration Number 119598W and Membership Number 411569, are proposed to be appointed as Statutory Auditors of the Company from conclusion of this Annual General Meeting upto conclusion of 34th Annual General Meeting. M/s A. P. G. and Associates have confirmed, vide their letter dated 18th August, 2015 that they hold a valid certificate issued by Peer Review Board of the ICAI. Proposal for their appointment have been included in the Notice calling Annual General Meeting for your approval.

20.2 SECRETARIAL AUDITORS

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 Mr. Ramesh Chandra Bagdi, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for Financial Year 2014-2015. The Secretarial Auditor of the Company have submitted their Report for Financial Year 2014-2015 and the same is annexed with this Board's Report as ANNEXURE V.

20.3 INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 and Rule 13 of The Companies (Accounts) Rules, 2014, the Board, has appointed M/s Spark and Associates, Chartered Accountants, Indore, having ICAI Firm Registration Number: 005313C, as Internal Auditors of the Company.

21. STATUTORY AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT

The Statutory Auditors and the Secretarial Auditor of the Company have submitted their respective reports; the same have been attached with this Annual Report.

The qualifications, reservations and adverse remarks, so given in the Statutory Audit and Secretarial Audit Report are explained hereunder:

a) In respect of Fixed Assets, the work of compilation of the Fixed Assets Register showing other particulars such as locations, depreciation, quantitative details etc. is in progress.

b) The internal control process is not commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and with regard to sale of goods and services. During the year, the Company has appointed M/s. Spark and Associates, Chartered Accountants, as Internal Auditors and they have observed that Internal Control procedures followed by the Company needs improvement and the accounting software in place for recording the transactions is now not able to keep up with the needs of growing business. Now the Company has appointed a firm of Chartered Accountants as Internal Auditor and also broad based its accounts department in order to strengthen the Internal Control system. The management hereby assures to strengthen the aforesaid internal control procedures mainly regarding purchase of fixed assets and other expenditure verification.

c) The overdue amount of installments payable to Bank for Term Loan were Rs. 133.70 Lacs at the end of 31st March, 2015 and the Company has regularized the Term Loan Accounts on 10th April, 2015, the management hereby assures that its shall regularize all its accounts.

d) Section 148(1) of the Companies Act, 2013 is applicable to the Company with respect to Cost records; the Company is in the process to comply with the same and maintenance of cost records in due course.

e) There has been a change in the promoters and directors of the Company, due to this reason, the Company, in writing, requested the Registrar and Share Transfer Agent to update the records under shareholding pattern of promoter group. Such change is not due to sale or purchase of equity shares by promoter group of the Company; hence, there is no violation.

f) The Board has an optimum mix of Executive, Non-Executive and Independent Directors, Managing Director and all Whole Time Directors were not paid any remuneration during the year under review, therefore, as per Clause 49 of the Listing Agreement, the Combination was proper and there's no violation.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the Company, has neither given any Loans nor provided any Guarantees nor made any Investments under Section 186 of the Companies Act, 2013.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1) AND 188(2) OF THE COMPANIES ACT, 2013

The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialization and the Company's long-term strategy for sectoral investments, optimization of market share, profitability, liquidity and capital resources of its group companies. All related party transactions that were entered introducing the financial year were at Arm's Length basis and were in the ordinary course of business, the same were placed before the Audit Committee for the review and noting, in their respective meetings. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Further, as there are no such transactions are exempted under sub-section (1) of section 188 of the Companies Act, 2013, so no AOC-2 is required to be given in this report.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended herewith as ANNEXURE - II and forms part of this report.

25. RISK MANAGEMENT

The policy on Risk Management has been included in Company's Code of Conduct and your Directors have implemented the same in due course and a statement for its implementation has been given under Management Discussion and Analysis Report.

26. CORPORATE SOCIAL RESPONSIBILTY

The Company has adopted good practices under its Code of Conduct with respect to its responsibility towards society. However, the Company was neither required to constitute the Corporate Social Responsibility Committee nor was required to contribute any amount on Corporate Social Responsibility Initiatives in terms of the Companies Act, 2013 and the Listing agreement entered into between the Company and the Bombay Stock Exchange.

27. FORMAL ANNUAL EVALUATION

Pursuant to section 134 (3) (p) of the Companies Act, 2013 and Rule 8(4) of Companies (Accounts) Rules, 2014 and Clause 49 IV (b) of Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of its Committees as per the criteria laid down in the Nomination, Remuneration and Evaluation policy. The said policy including above said criteria for the evaluation of the Board, individual directors including independent directors and the committee of the board has been laid down in the Corporate Governance Report, which form part of this report.

28. ORDER(S) PASSED BY REGULATOR(S), COURT(S), TRIBUNAL(S) IMPACTING THE GOING CONCERN STATUS AND COMPANY STATUS

During the year under review, it was found that the Income Tax Department, TDS CPC, Aaykar Bhawan, Sector-3, Vaishali, Ghaziabad, U. P.-201 010, has raised a total demand of Rs. 1,56,990/- (Rupees One Lac Fifty Six Thousand Nine Hundred and Ninety Only). However, such demand did not affect the going concern status of the Company and the Company is operating in an efficient manner. Apart from this, there were no orders passed that could affect the going concern status of the Company.

29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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 Company has an internal audit system from an outside agency, which ensures that the Company's control mechanism is properly followed and all statutory requirements are duly complied with. Moreover, the audit committee of the Company comprising of independent directors regularly reviews the audit plans, adequacy of internal control as well as compliance of accounting standards. Also the Whole Time Directors/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.

30. AUDIT COMMITTEE

The Company is in compliance with Section 177(8) of the Companies Act, 2013 and rules made there under with respect to forming Audit Committee of the Company, details of which has been clearly disclosed in Corporate Governance Report attached to this Annual Report.

31. VIGIL MECHANISM

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. In order to maintain the standards has adopted lays down this Whistle Blower Policy to provide a framework to promote responsible and secure whistle blowing. The Board of Directors of your Company has adopted the Vigil Mechanism and Whistle Blower Policy in compliance of Companies Act, 2013 and Clause 49(F)(3) of Listing Agreement. The same forms part of Company's Code of Conduct.

32. COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

The Company neither has any holding nor is any subsidiary company, therefore, disclosure under Section 197 (14) of the Companies Act, 2013 not applicable.

33. MANAGERIAL REMUNERATION

During the year under review, none of the Directors of your Company were paid any remuneration; therefore, disclosure under Sections 196 and 197 of the Companies Act, 2013 and rules made there under is not applicable.

34. EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The company has not issued any shares with differential voting rights and accordingly the provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

35. DETAILS OF SWEAT EQUITY SHARES

The company has not issued any sweat equity shares and accordingly the provisions of Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

36. DETAILS OF EMPLOYEES STOCK OPTION SCHEME

The company has not granted stock options and accordingly the provisions of Section 62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

37. 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 provisions of Chapter IV (Share Capital and Debentures) of the Companies Act, 2013 and rules framed there under are not applicable for the year.

38. EMPLOYEES

Employee's relation continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent spirit with which the entire team of the Company worked at factory and office premises and achieved commendable progress.

During the year under review, none of the employee has received remuneration of Rs. 5.00 Lacs per month or Rs. 60.00 Lacs per year or at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence, do not call for any further details referred to in Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

39. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Report on Corporate Governance and Management Discussion and Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed as ANNEXURE - III and ANNEXURE - IV respectively, with this report and shall form part of the Board's report.

A certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed with this report.

40. PAYMENT OF LISTING FEE AND DEPOSITORY FEE

Annual Listing Fee for the year 2015 – 2016 has been paid to Bombay Stock Exchange. The annual custodial fee for the year 2015 – 2016 shall be paid to National Depository and Securities Limited and Central Depository Services Limited, on receipt of the invoices.

41. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Board of Directors of the Company has approved and adopted the "Policy on Prevention of Sexual Harassment at Workplace" to provide equal employment opportunity and is committed to provide a work environment that ensures every woman employee is treated with dignity and respect and afforded equitable treatment. The Company has formed an Internal Complaints Committee where employees can register their complaints against sexual harassment. This is supported by the Sexual Harassment Policy which ensures a free and fair enquiry process with clear timelines. Present composition of the committee is as follows:

42. DEMATERIALISATION

The company's shares are presently held in both electronic and physical modes.

43. TRANSFER TO INVESTOR'S EDUCATION AND PROTECTION FUND

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

44. CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE OF CONDUCT UNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015

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) of the Company. 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.

45. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Board reconstituted the Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013, rules made there under Clause 49 of the Listing Agreement entered into between the Company and the Bombay Stock Exchange; the Company has adopted a comprehensive policy on Nomination and Remuneration of Directors on the Board. As per such policy, candidates proposed to be appointed as Directors on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting. The Nomination and Remuneration Committee shall formulate the criteria for determining the qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the Remuneration for the Directors, Key Managerial Personnel and other employees.

The Nomination and Remuneration Committee shall ensure that—

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to directors, KMPs and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

During the year under review, none of the Directors of the company receive any remuneration. The composition of Nomination and Remuneration Committee has been disclosed in the Report on Corporate Governance.

46. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, the Company neither had any Subsidiaries nor Joint Ventures nor Associate Companies.

47. CODE OF CONDUCT FOR ALL BOARD MEMBERS AND SENIOR MEMBERS AND DUTIES OF INDEPENDENT DIRETORS

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on Company's website. Board Members and Senior Management Personnel have affirmed the compliance with the Code for Financial Year 2014-2015. A separate declaration to this effect has been made out in the Corporate Governance Report. The Company has also adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct as required under Regulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

48. DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT U/S 143 OF THE COMPANIES ACT, 2013

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 2014-2015.

49. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for and gratitude to the State Bank of India for their valuable support and co-operation.

Your directors also wish to place on record their appreciation of the wholehearted and continued support extended by the shareholders, investors, employees and workers of the company which had always been a source of strength for the Company.

For and on behalf of the Board of Directors

RAMDAS GOYAL

DIN: 00150037

(Chairman)

Place: INDORE

Date: 25th August, 2015

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 28th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014.

(Amount in Rs.)

Particulars Current Year Previous Year 2013-2014) (2012-2013)

Profit/ (loss) for the year 53,54,832 3,68,041

Less: Depreciation 1,04,61,075 98,49,315

Profit/loss after Depreciation 1,58,15,907 (94,81,274)

Income Tax 55,24,300 -

(Net of MAT Credit)

(Less)Add: Provision for Deferred Tax (15,85,937) 12,56,445

Profit/Loss after Tax 1,18,77,577 (82,24,829)

Add/ (Less): Debit relating to

Previous years (3,227) (240)

Sundry balances written off - -

Bonus written back - -

Credit relating to previous years - -

Excess provision for Income Tax written back - -

Excess provision for fringe Benefit Tax - -

Less - Income Tax for earlier Year 95-96 - -

Carried to Balance Sheet 1,18,80,771 ( 82,25,069)

PERFORMANCE:

During the year under review, your Company achieved a Profit After Tax of Rs. 1,18,77,577 against Rs. (82,24,829). Both the plants (Starch & Dextrose) are running smoothly and satisfactorily at 100% capacity. Efforts are being made to reduce power consumption by making necessary changes. The D. G. Set is used to produce electricity whenever there is power cut from M. P. E. B.

SHARE CAPITAL:

During the year under review,

1. Company sub-divided its existing preference share capital from Rs. 25,00,000 (Rupees Twenty Five Lacs Only) divided into 25,000 (Twenty Five Thousand Only) 14% Cumulative Redeemable Preference Shares of Rs. 100/ - (Rupees Hundred Only) each to Rs. 25,00,000 (Rupees Twenty Five Lacs Only) divided into 2,50,000 (Two Lacs and Fifty Thousand Only) 0% Redeemable Preference Shares of Rs. Rs. 10/- (Rupees Ten Only) each.

2. Company's Authorised Equity Share Capital was increased by Rs. 3,25,00,000/- (Rupees Three Crores Twenty Five Lacs Only) divided into 32,50,000 (Thirty Two Lacs and Fifty Thousand Only) Equity Shares of Rs. 10/ - (Rupees Ten Only) each from Rs. 6,50,00,000/- (Rupees Six Crores Fifty Lacs Only) divided into 65,00,000 (Sixty Five Lacs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- (Rupees Ten) each.

3. Company's Authorised 0% Redeemable Preference Share Capital was also increased by Rs. 1,75,00,000/- (Rupees One Crore and Seventy Five Lacs Only) divided into 17,50,000 (Seventeen Lacs and Fifteen Thousand Only) 0% Redeemable Preference Shares of Rs. 10/- (Rupees Ten) each to Rs. 2,00,00,000/ - (Rupees Two Crores Only) divided into 20,00,000 (Twenty Lacs) 0% Redeemable Preference Shares of Rs. 10/- (Rupees Ten) each.

4. Company's Paid Up Equity Share Capital is Rs. 6,09,31,760/- (Rupees Six Crore Nine Lacs Thirty One Thousand Seven Hundred Sixty Only) divided into 60,93,176 (Sixty Lacs Ninty Three Thousand One Hundred and Seventy Six) Equity Shares of Rs. 10/- (Rupees Ten) each.

5. The Company allotted 15,00,000 (Fifteen Lacs) 0% Redeemable Preference Shares of Rs. 10/- (Rupees Ten) each amounting to Rs. 1,50,00,000 (Rupees One Crore Fifty Lacs Only) on 28th March, 2014.

PUBLIC DEPOSITS:

As on 31st March, 2014, the Company has accepted deposits from Public in excess of the limits specified under Section 58A and 58AA of the Companies Act, 1956 and Rules made there under, for which the Company has made all the required arrangements for its due return, for the Financial Year 2013-2014, the Company has duly filed a Return of Deposits outstanding on the date of commencement of the Companies Act, 2013 with the Registrar of Companies, Madhya Pradesh and Chhattisgarh.

FINANCE:

The Company is availing a Cash Credit (hypothecation) limit of Rs. 5.5 Crores and Term Loan of Rs.23 Crores from State Bank of India, Commercial Branch, Indore.

DIVIDEND:

In order to plough back profits of the Company, your directors do not recommend any dividend for the year 2013-2014

EXPANSION:

Company started construction of its factory premises for New Plant for manufacturing of Starch at Village Sejwaya, Ghatabillod, Dist. Dhar, M. P. Company also appointed Shri Hariom Desai as consultant who has sufficient knowledge of starch plant. Company has started taking disbursement from State Bank of India and also paid advance to various machine suppliers. The company is expected commercial production in financial year 2014-15.

DIRECTORS:

During the year under review, due to some unavoidable circumstances and practical difficulties in the smooth functioning of the business of the Company, Dr. Damodar Modi, Chairman and Managing Director, four Whole - Time Directors, Shri Ramdas Goyal, Shri Yogesh Kumar Agrawal, Shri Ramesh Chandra Goyal and Shri Prakash Chandra Bafna, of the Company, decided to not to take remuneration from the Company.

And therefore, the four Whole-Time Directors of the Company had resigned, from the Board, in the capacity of Whole-Time Directors and decided to continue in the capacity of Ordinary Directors on the Board of the Company w.e.f. November, 2013.

DIRECTORS RETIRING BY ROTATION :

Following directors of the Company shall retire by rotation in the ensuing Annual General Meeting. They are eligible to be re-appointed on the Board of the Company and offer themselves for re-appointment and that their re-appointment, if made, shall not be deemed to constitute a break in their appointment as Directors/ Managing Director of the Company.

1. Smt. Shashikala Mangal,

2. Shri Yogesh Kumar Agrawal

Further as per the provision of section 149 and 152 of the Companies Act, 2013, Mr. Ashish Agrawal, Mr. Vinod Kumar Garg and Mr. Satish Mangal Independent, non-executive directors of the Company has been re-appointed for a period of 5 years, commencing from 01st October, 2014 to 30th September, 2019

LISTING AGREEMENT WITH STOCK EXCHANGE:

Pursuant to requirements of the Listing Agreement, the Company declares that its Equity Shares are listed on the Bombay Stock Exchanges Ltd., Mumbai. The Company confirms that it has paid listing fee due to the above Stock Exchange for the year 2014-15.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors confirm that:

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

II. They have selected the 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 under review and for the Profit of the Company for the period;

III. They have 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;

IV. They have prepared Annual Accounts on a going concern basis;

CORPORATE GOVERNANCE:

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange with which the Company is listed. Pursuant to Clause 49 of Listing Agreement with the Stock Exchange, a separate report on Corporate Governance is given as a part of the Annual Report.

AUDIT COMMITTEE:

The company has formed an Audit committee as required under Section 292A of the Companies Act, 1956. Four Meetings of the committee were held during the year. Following are the members of the committee:

1. Shri Ashish Agrawal - Chairman, (Independent Director)

2. Shri Vinod Kumar Garg - Member (Independent Director)

3. Shri Yogesh Kumar Agrawal - Member (Whole-Time Director)

STATUTORY AUDITORS:

M/s. Sunil Chandra Goyal and Company, Chartered Accountants having Firm Registration Number 002658C, Indore, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment up to the conclusion of thirty first Annual General Meeting to be held in the year 2017. M/ s. Sunil Chandra Goyal and Company, Chartered Accountants having Firm Registration Number 002658C, Indore have confirmed that there appointment, if made, would be in conformity of Section 139 of the Companies Act, 2013 read along with Rule 4 of the Companies (Audit and Auditors) Rules, 2014, your Board recommends their re-appointment as Statutory Auditors of the Company.

COMMENTS ON STATUTORY AUDITOR'S REPORT:

The remarks in Statutory Auditors' Report are self explanatory.

PARTICULARS OF EMPLOYEES:

There was no employee during the year drawing remuneration in excess of the ceilings prescribed u/s. 217 (2A) of the Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS:

A statement giving information as required u/ s. 217 (1E) of the Companies Act, 1956 is annexed and form part of this report (Annexure "A").

ACKNOWLEDGEMENT:

Your Directors wish to express their sincere appreciation for the co-operation and support received from State Bank of India. Your Directors also record their appreciation for the services rendered by the employees at all levels and the Shareholders, Customers & Dealers for their continued co-operation through-out the year.

For and on Behalf of the Board

Sd/- Dr. Damodar Modi Chairman & Managing Diretcor

Place: Indore Date : 25th August, 2014

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Mar 31, 2012

TO THE MEMBERS

The Directors have pleasure in presenting their 26th Annual Report together with Audited Statement of Accounts for the year ended 31.3.2012.

2011-2012 2010-2011 (Rs.) (Rs.)

Profit/(loss) for the year 14059511 53453906

Less: Depreciation 8955007 8610810

Profit/loss after Depreciation 5104504 44843096

Income Tax 2504936 16258247

(Net of MAT Credit)

(Less)/Add: Provision for Deferred Tax 1181168 1370335

Profit/Loss after Tax 3780736 29955184

Add/(Less): Debit relating to

Previous years 32871 (186545)

Sundry balances written off 1063043 601

* Bonus written back 119376 112723

Credit relating to previous years 972997 26227

Excess provision for Income Tax written back - 13974

Excess provision for fringe Benefit Tax -

Less-Income Tax for earlier Year 95-96 _ (153649)

Carried to Balance Sheet 2671861 29768488

PERFORMANCE :

Both the plants (Starch & Dextrose) are running smoothly and satisfactorily at 100% capacity.

Efforts are being made to reduce power consumption by making necessary changes. The D.G. Set is used to produce electricity whenever there is power cut from MPEB.

FINANCE :

The Company is availing a C.C. loan (hypothecation) limit of Rs. 5.5 crores and Term Loan upto 18 Crores from State Bank of India, Commercial Branch, Indore.

ACCOUNTING STANDARD:

The Institute of Chartered Accountants of India has introduced various Accounting Standards in the year under review to make the financial statements and disclosure in line with the International accounting practices and disclosures. Most of these Accounting standards are of mandatory in nature and the company has incorporated them in the accounts accordingly.

Of the various Accounting standards, the main Accounting standards implemented during the year by the company are: Accounting standards 17 - Segment Reporting, Accounting Standard 18, related party disclosure and Accounting standard 22-Accounting for Taxes on income. Accounting standard- 28, Impairment of assets. Accounting standard-29, Provisions, Contingent liabilities & Contingent assets.

MANAGEMENT:

Three of your Directors' Shri Prakash Bafna, Shri Vinod Garg and Shri Ashish Agrawal retire by rotation. They are eligible and offer themselves for re-appointment and that their re- appointment as such shall not be deemed to constitute a break in their appointment as Director of the Company.

LISTING AGREEMENT WITH STOCK EXCHANGE:

Pursuant to requirements of the listing Agreement, the Company declares that it's Equity Shares are listed on the Stock Exchange Ltd., Mumbai. The Company confirms that it has paid listing fee due to the above Stock Exchange for the year 2012-13.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors confirm that:

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

II. They have selected the 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 under review and for the Profit of the Company for the period;

III. They have 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;

IV. They have prepared Annual Accounts on a going concern basis;

CORPORATE GOVERNANCE :

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under the Listing Agreements of the Stock Exchange with which the Company is listed. Pursuant to Clause 49 of Listing Agreement with the Stock Exchange, a separate report on Corporate Governance is given as a part of the Annual Report along with the Auditors' statement on its compliance.

AUDIT COMMITTEE

The company has formed an Audit committee as required U/S. 292A of the Co's Act 1956, as amended by Co's (amendment) Act-2000. The committee has been reconstituted on 27.05.2011, where in Shri Sulabh Goyal has resigned & Shri Ashish Agrawal appointed as Chairman in his place. Now Committee consists of following Directors:

1. Shri Ashish Agrawal - Chairman,

Independent Director

2. Shri Vinod Kumar Garg-Member.

Independent Director

3. Shri Yogesh Kuma Agrawal - Member.

Wholetime Director

4 Meetings of the committee were held during the year.

AUDITORS :

You have to appoint Auditors for the current financial year and to fix their remuneration. M/s. Sunil Chandra Goyal & Co., Chartered Accountants, Indore the Retiring Auditors are eligible for re-appointment. There appointment if made, will be within the prescribed limit specified u/s. 224 (1B) of the Companies Act-1956.

COMMENTS ON AUDITORS REPORT :

The remarks in Auditors' Report are self explanatory.

PARTICULARS OF EMPLOYEES :

There was no employee during the year drawing remuneration in excess of the ceilings prescribed u/s. 217 (2A) of the Companies Act-1956.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS :

A statement giving information as required u/s. 217 (1E) of the Companies Act-1956 is annexed and form part of this report (Annexure "A").

ACKNOWLEDGEMENT :

Your Directors wish to express their sincere appreciation for the co-operation and support received from State Bank of India. Your Directors also record their appreciation for the services rendered by the employees at all levels and the Shareholders, Customers & Dealers for their continued co-operation through- out the year.

For and on Behalf of the Board Place . Indore Dr. Damodar Modi

Date : 5th September 2012 Chairman

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Mar 31, 2011

The Directors have pleasure in presenting their 25th Annual Report together with Audited Statement of Accounts for the year ended 31.3.2011.

2010-2011 2009-2010

(Rs.) (Rs.)

Profit/(loss) for the year 53453906 25346440

Less: Depreciation 8610810 8377665

Profit/loss after Depreciation 44843096 16968775

Income Tax 16258247 7257430

(Net of MAT Credit)

(Less)/Add: Provision for Deferred Tax 1370335 (1974573)

Profit/Loss after Tax 29955157 11685918

Add/(Less): Debit relating to

Previous years (186545) (2063399)

Sundry balances written off 601 (53426)

Bonus written back 112723 (675540)

Credit relating to previous years 26227 368098

Excess provision for Income Tax written back 13974 267825

Excess provision for fringe Benefit Tax - 12560

Less-Income Tax for earlier Year 95-96 (153649) -

Carried to Balance Sheet 29768488 9542035

PERFORMANCE:

Both the plants (Starch & Dextrose) are running smoothly and satisfactorily at 100% capacity.

Efforts are being made to reduce power consumption by making necessary changes. The D.G. Set is used to produce electricity whenever there is power cut from MPEB.

FINANCE :

The Company is availing a C.C. loan (hypothecation) limit of Rs. 5.5 crores from State Bank of India, Commercial Branch, Indore.

ACCOUNTING STANDARD:

The Institute of Chartered Accountants of India has introduced various Accounting Standards in the year under review to make the financial statements and disclosure in line with the

International accounting practices and disclosures. Most of these Accounting standards are of mandatory in nature and the company has incorporated them in the accounts accordingly. Of the various Accounting standards, the main Accounting standards implemented during the year by the company are: Accounting standards 17 - Segment Reporting, Accounting Standard 18, related party disclosure and Accounting standard 22-Accounting for Taxes on income. Accounting standard- 28, Impairment of assets. Accounting standard-29, Provisions, Contingent liabilities & Contingent assets.

MANAGEMENT:

Three of your Directors' Dr. Damodar Modi, Shree Ramdas Goyal & Shree Satishchandra Mangal retire by rotation. They are eligible and offer themselves for re-appointment and that their re-appointment as such shall not be deemed to constitute a break in their appointment as Director of the Company.

LISTING AGREEMENT WITH STOCK EXCHANGE:

Pursuant to requirements of the listing Agreement, the Company declares that it's Equity Shares are listed on the Stock Exchange Ltd., Mumbai. The Company confirms that it has paid listing fee due to the above Stock Exchange for the year 2011-2012.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors confirm that:

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

II. They have selected the 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 under review and for the Profit of the Company for the period;

III. They have 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;

IV. They have prepared Annual Accounts on a going concern basis;

CORPORATE GOVERNANCE :

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under the Listing Agreements of the Stock Exchange with which the Company is listed. Pursuant to Clause 49 of Listing Agreement with the Stock Exchange, a separate report on Corporate Governance is given as a part of the Annual Report along with the Auditors' statement on its compliance.

AUDIT COMMITTEE

The company has formed an Audit committee as required U/S. 292A of the Co's Act 1956, as amended by Co's (amendment) Act-2000. The committee has been reconstituted on 27.05.2010, where in Shri Sulabh Goyal has resigned & Shri Ashish Agrawal appointed as Chairman in his place.

Now Committee consists of following Directors:

1. Shri Ashish Agrawal -Chairman, Independent Director

2. Shri Vinod Kumar Garg- Member. Independent Director

3. Shri Yogesh Kuma Agrawal - Member. Wholetime Director

7 Meetings of the committee were held during the year.

AUDITORS :

You have to appoint Auditors for the current financial year and to fix their remuneration. M/s. Sunil Chandra Goyal & Co., Chartered Accountants, Indore the Retiring Auditors are eligible for re-appointment. There appointment if made, will be within the prescribed limit specified u/s. 224 (1B) of the Companies Act-1956.

COMMENTS ON AUDITORS REPORT :

The remarks in Auditors' Report are self explanatory.

PARTICULARS OF EMPLOYEES :

There was no employee during the year drawing remuneration in excess of the ceilings prescribed u/s. 217 (2A) of the Companies Act-1956.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS :

A statement giving information as required u/s. 217 (1E) of the Companies Act-1956 is annexed and form part of this report (Annexure "A").

ACKNOWLEDGEMENT :

Your Directors wish to express their sincere appreciation for the co-operation and support received from State Bank of India. Your Directors also record their appreciation for the services rendered by the employees at all levels and the Shareholders, Customers & Dealers for their continued co-operation through- out the year.

For and on Behalf of the Board

Place Indore Dr. Damodar Modi

Date : 3rd September 2011 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting their 24th Annual Report together with Audited Statement of Accounts for the year ended 31.3.2010.

2009-2010 2008-2009 (Rs.) (Rs.)

Profit/floss) for the year 25346440 20200520 Less : Depreciation 8377665 8054102

Profit/loss after Depreciation 16968775 12146418

Income Tax 7257430 4531100

(Net of MAT Credit)

(Less)/Add: Provision for Deferred Tax (1974573) (241287)

Fringe Benefit Tax - 117376

Profit/Loss after Tax 11685918 7731229

Add/(Less): Debit relating to

Previous years (2063399) (576981)

Sundry balances written off (53426) (29673)

Bonus written back (675540) 123626

Credit relating to previous years 368098 192422

Excess provision for Income Tax written back 267825 -

Excess provision for fringe Benefit Tax 12560 -

Carried to Balance Sheet 9542035 7499269



PERFORMANCE:

Both the plants (Starch & Dextrose) are running smoothly and satisfactorily at 100% capacity.

Efforts are being made to reduce power consumption by making necessary changes. The D.G. Set is used to produce electricity whenever there is power cut from MPEB.

FINANCE :

The Company is availing a C.C. loan (hypothecation) limit of 5.5 crores from State Bank of India, Commercial Branch, Indore.

ACCOUNTING STANDARD:

The Institute of Chartered Accountants of India has introduced various Accounting Standards in the year under review to make the financial statements and disclosure in line with the International accounting practices and disclosures. Most of these Accounting standards are of mandatory in nature and the company has incorporated them in the accounts accordingly.

Of the various Accounting standards, the main Accounting standards implemented during the year by the company are: Accounting standards 17 - Segment Reporting, Accounting Standard 18, related party disclosure and Accounting standard 22- Accounting for Taxes on income. Accounting standard -28, Impairment of assets. Accounting standard -29, Provisions, Contingent liabilities & Contingent assets.

MANAGEMENT:

Three of your Directors Shree Rameshchandra Goyal, Smt. Pramila Jajodia & Smt. Shashikala Mangal retire by rotation. They are eligible and offer themselves for re-appointment and that their re-appointment as such shall not be deemed to constitute a break in their appointment as Director of the Company.

Two of your Directors Shri Sanjeev Gupta-Whole time Director & Shri Sulabh Goyal -Independent Director have resigned & their resignations has been accepted by the Board.

Shri Satish Chandra Mangal, an Independent Director was appointed as an additional Director on 31.07.2010 under section 260 of Companies Act-1956. You have to appoint him in this General Meeting..

LISTING AGREEMENT WITH STOCK EXCHANGE :

Pursuant to requirements of the listing Agreement, the Company declares that its Equity Shares are listed on the Stock Exchanges Ltd., Mumbai. The Company confirms that it has paid listing fee due to the above Stock Exchange for the year 2010-2011.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors confirm that:

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

II. They have selected the 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 under review and for the Profit of the Company for the period;

III. They have 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;

IV. They have prepared Annual Accounts on a going concern basis;

CORPORATE GOVERNANCE:

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under the Listing Agreements of the Stock Exchange with which the Company is listed. Pursuant to Clause 49 of Listing Agreement with the Stock Exchange, a separate report on Corporate Governance is given as a part of the Annual Report along with the Auditors statement on its compliance.

AUDIT COMMITTEE

The company has formed an Audit committee as required U/ S. 292A of the Cos Act 1956, as amended by Cos (amendment) Act-2000. The committee has been reconstituted on 27.05.2009, where in Shri Sulabh Goyal has resigned & Shri Ashish Agrawal appointed as Chairman in his place.

Now Committee consists of following Directors:

1. Shri Ashish Agrawal - Chairman, Independent Director

2. Shri Vinod Kumar Garg - Member. Independent Director

3. Shri Yogesh Kuma Agrawal - Member.

Wholetime Director

Shri Sanjeev Gupta has also resigned with effect from 25.02.2010 & Shri Yogesh Agrawal appointed in his place.

7 Meetings of the committee were held during the year.

AUDITORS :

You have to appoint Auditors for the current financial year and to fix their remuneration. M/s. Sunil Chandra Goyal & Co., Chartered Accountants, Indore the Retiring Auditors are eligible for re-appointment. There appointment if made, will be within the prescribed limit specified u/s. 224 (1B) of the Companies Act-1956.

COMMENTS ON AUDITORS REPORT:

The remarks in Auditors Report are self explanatory.

PARTICULARS OF EMPLOYEES:

There was no employee during the year drawing remuneration in excess of the ceilings prescribed u/s. 217 (2A) of the Companies Act-1956.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS:

A statement giving information as required u/s. 217 (1E) of the Companies Act-1956 is annexed and form part of this report (Annexure "A").

ACKNOWLEDGEMENT:

Your Directors wish to express their sincere appreciation for the co-operation and support received from State Bank of India. Your Directors also record their appreciation for the services rendered by the employees at all levels and the Shareholders, Customers & Dealers for their continued co-operation throughout the year.



For and on Behalf of the Board

Place : Indore Dr. Damodar Modi

Date : 4th September 2010 Chairman