Shree Tirupati Balajee Agro Trading Co. Ltd

To,

The Member's

SHREE TIRUPATI BALAJEE AGRO TRADING COMPANY LIMITED

(Formerly Known as Shree Tirupati Balajee Agro Trading Company Private Limited)

Your Directors take pleasure in presenting the 24^th (Twenty-Fourth) Annual Report, along with the Standalone and Consolidated Audited Financial Statements for the year ended 31^st March, 2025. The Financial Year 2024-25 has been a milestone in the Company's journey, marking the successful completion of its Initial Public Offering (IPO). This Annual Report is the first one being presented post-IPO, and the Directors place on record their sincere gratitude to all shareholders and stakeholders for their overwhelming response and continued faith in the Company's long-term growth story.

In continuation of Ministry's General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, General Circular Nos. 20/2020 dated May 5, 2020, 10/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024 in relation to "Clarification on holding of Annual General Meeting ('AGM') through Video Conferencing (VC) or Other Audio Visual Means (OAVM)", (collectively referred to as "MCA Circulars") and circulars dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023, October 7, 2023 and October 3, 2024 issued by Securities and Exchange Board of India ("SEBI") read together with other circulars issued by SEBI in this regard (collectively to be referred to as "SEBI Circulars"), it has been decided to allow companies whose AGMs were due to be held in the year 2024 or 2025, to conduct their AGMs on or before 30^th September, 2025, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 dated 05.05.2020. Therefore, Annual General Meeting (AGM) will be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM) and Members are requested to attend and participate in the ensuing AGM through VC/OAVM only. The deemed venue for the AGM will be the Registered Office of the Company i.e. Plot no-192, Sector-1, Pithampur, Dhar, Madhya Pradesh, India, 454775.

Your Company is providing E-voting facility including remote e-voting and e-voting at AGM under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The details regarding E-Voting facility including remote e-voting and e-voting at AGM is being given with the notice of the Meeting.

The Company is engaged in the manufacturing and sale of Flexible Intermediate Bulk Containers (FIBCs) and other industrial packaging products such as woven sacks, woven fabrics, narrow fabrics, and tapes, catering to both domestic and international markets. It offers customized bulk packaging solutions to a diverse range of industries including chemicals, agrochemicals, food, mining, waste disposal, agriculture, lubricants, and edible oils. The Company's products aid in efficient transportation, reducing labor requirements during loading and unloading.

With over 24 years of experience and five manufacturing units, the Company operates through its subsidiaries-Honourable Packaging Private Limited (HPPL), Shree Tirupati Balajee FIBC Limited (STBFL) and Jagannath Plastics Private Limited (JPPL). It manufactures a variety of FIBC bags, woven bags, and container liners tailored to customer needs. Strict quality control is maintained through various testing procedures to ensure safety, durability, and sustainability. There has been no change in the nature of business during the year.

The financial performance of the Company for the financial year ended 31^st March, 2025 is summarized below:

The total revenue from operations for the financial year 2024-25 was reported at '35,830.09 Lakhs as against '35,884.75 Lakhs in the previous year. The Profit before Tax for the year stood at '2,204.12 Lakhs, while the Profit after Tax was '1,482.83 Lakhs. In comparison, the Profit before Tax for the financial year 2023-24 was '2,342.31 Lakhs, and the Profit after Tax was '1,724.14 Lakhs. The Earnings per Share (EPS) stood at '1.98 for FY 2024-25 and '2.74 for FY 2023-24.

The total revenue from operations for the financial year 2024-25 was reported at '57,940.39 Lakhs, as against '53,966.08 Lakhs in the previous year. The Profit before Tax for the year stood at '4,489.86 Lakhs, while the Profit after Tax was '3,209.26 Lakhs. In comparison, the Profit before Tax for the financial year 2023-24 was '4,744.25 Lakhs, and the Profit after Tax was '3,607.27 Lakhs. The Earnings per Share (EPS) stood at '3.38 for FY 2024-25 and '5.74 for FY 2023-24.

The Company anticipates strong and sustained growth in the global demand for Flexible Intermediate Bulk Containers (FIBCs) in the years ahead. This optimistic outlook is fueled by a worldwide transition from traditional packaging systems toward solutions that offer greater efficiency, cost-effectiveness, and adaptability. FIBCs are increasingly being favored for their durability, versatility, and ability to meet specific industry requirements, making them the preferred choice across sectors such as chemicals, food, pharmaceuticals, agriculture, and construction.

In response to these shifting market dynamics, the Company has taken proactive steps to expand and diversify its product portfolio. It is strategically aligning its manufacturing capabilities and design innovation to cater to a broader array of applications and industries, both domestically and internationally. The Company has also deepened its engagement with customers through active participation in emerging markets and global trade events, enhancing its brand visibility and market reach.

Continued emphasis on research, innovation, and customized solutions has enabled the Company to anticipate customer needs more effectively. This introspective approach, along with feedback-driven product development, is expected to unlock higher value opportunities and improved profit margins. With a robust presence and long-standing experience in the FIBC segment, the Company is well-positioned to harness the growing demand.

In the domestic market, the increasing adoption of FIBCs in sectors like agriculture, minerals, petrochemicals, and other industrial segments is expected to significantly boost growth. On the global front, expanding demand in regions such as Latin and Central America, Eastern Europe, and parts of Africa, along with growing acceptance of FIBCs in pharmaceutical and food-grade packaging, is anticipated to drive consistent growth. These developments underscore the Company's strategic direction and its readiness to capitalize on future market opportunities.

The Company has three subsidiary viz. Shree Tirupati Balajee FIBC Limited (STBFL), Jagannath Plastics Private Limited (JPPL) and Honourable Packaging Private Limited (HPPL).

The Company did not have any associate or joint venture during the financial year 2024-25, nor did any entity become or cease to be an associate or joint venture during the year.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and Audited Financial Statements of each of its subsidiaries together with the related information, are available on the website of our Company.

In accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder read with Indian Accounting Standards specified under the Companies (Indian Accounting Standards) Rules, 2015, the consolidated financial statements of the Company as at and for the year ended 31^st March, 2025 forms part of the Annual Report.

A statement containing the salient features of the financial statements of subsidiary company as prescribed under the first proviso to subsection (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules,2014 is attached with financial statements in Form AOC-1 as "Annexure-A". The particulars of performance of financial position of the aforesaid subsidiary are provided as part of the consolidated financial statements.

In order to conserve resources, your directors do not recommend any dividend for the Financial Year 2024-25 and proposes to retain the profits for future requirements of the Company.

No amount has been transferred to the general reserves for the financial year ended 31^st March, 2025.

We would like to inform the members that the Infomerics Valuation and Rating Limited (Formerly known as Infomerics Valuation and Rating Private Limited) vide its letter dated 21.03.2025 has affirmed the following ratings to the bank loan facilities of ' 104.00/- Crore availed by the Company:

To the best of the knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements in terms of Section 134(3)(C) of the Companies Act, 2013:

a. That in the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That in such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently. Judgments 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 31^st March, 2025;

c. That they have taken proper and sufficient care 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 they have prepared the Annual Accounts on a going concern basis;

e. That they have laid down internal financial controls for the company and such internal financial controls were adequate and were operating effectively;

f. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively;

During the year under review, the Company successfully launched an Initial Public Offer (IPO) of 2,04,40,000 Equity Shares of face value of '10 each ("Equity Shares") aggregating ' 16,965.20 lakhs. The offer comprises fresh issue of 1,47,50,000 Equity Shares aggregating up to ' 12,242.50 lakhs ("fresh issue") and an offer for sale of 56,90,000 equity shares by selling shareholder of the Company aggregating up to ' 4,722.70 lakhs ("OFS"). The Company got listed on September 12, 2024 on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE").

The equity shares were allotted to eligible applicants on September 10, 2024, and the listing and trading of the Company's shares commenced on September 12, 2024, on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE").

The Authorized Share Capital of the Company as on 31^st March, 2025 was ' 84,00,00,000/- (Rupees Eighty-Four Crore Only) divided into 8,40,00,000 (Eight Crore Forty Lakhs) Equity Shares of ' 10/- (Rupees Ten Only).

The paid-up Equity Share Capital of the company as on 31^st March, 2025 is ' 81,57,08,520/- (Rupees Eighty-One Crore Fifty-Seven Lakh Eight Thousand Five Hundred and Twenty only) divided into 8,15,70,852 (Eight Crore Fifteen Lakh Seventy Thousand Eight Hundred and Fifty- Two) Equity Shares of ' 10/- (Ten) each.

During the year under review, the Company has not bought back any of its securities or issued any Sweat Equity Shares or issued any differential voting rights shares or provided any Stock Option Scheme to the employees.

There has been no change in the nature of business of the Company during the financial year 2024-25.

Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31^st March, 2025. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

The Company's Corporate Social Responsibility (CSR) objective is to actively contribute to society's well-being and support the nation's development through its various initiatives.

In terms of Section 135 and read with Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 the Board of Directors of your Company has constituted a CSR Committee and implemented a CSR Policy in compliance with the relevant provisions. CSR Committee of the Board has formed a CSR Policy and the same has been uploaded on the Company's Website: https://www.tirupatibalaiee.net/media/1140/corporate-social-responsibilitv.pdf

The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in "Annexure-B" which is annexed hereto and forms part of the Board's Report.

The Board of directors was comprising of total 6 (Six) Directors, which includes 3 (Three) Independent Directors as on 31.03.2025. The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company, which plays significant roles for the business policy and decision making process and provide guidance to the executive management to discharge their functions effectively.

*Ms. Nimisha Agrawal, has resigned from the post of Chief Financial Officer of the Company with effect from 08^th May, 2025 and Mr. Praveen Raj Jain, has been appointed as a Chief Financial Officer of the Company with effect from 30^th May, 2025.

Our definition of 'Independence' of Directors is derived from and Section 149(6) of the Companies Act, 2013. The Company is having following Independent Directors as on 31.03.2025;

As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term of 5 (five) consecutive years, who shall be eligible for re-appointment by passing of a special resolution by the Company and shall not be liable to retire by rotation.

The Independent Directors have given declaration of Independence in the first board meeting stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013. Further that the Board is of the opinion that all the Independent Directors fulfill the criteria as laid down under the Companies Act, 2013 during the year 2024-25 as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act. Further as per the provisions of Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 as amended from time to time; the directors are not aware of any circumstance or situation, which exits or may be reasonable anticipated that could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence and that he/she is independent of the management. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

During the year under review, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committees of the Company.

• Mr. Srikanta Barik (DIN: 10896987) has been appointed by the Board, on the recommendation of Nomination and Remuneration Committee, as an Additional director in the capacity of Non-Executive Director of the Company w.e.f. 14^th February, 2025.

• Mr. Ranjan Kumar Mohapatra (DIN: 02267845) has resigned from the post of Non-Executive Director of the Company with effect from 26^th February, 2025.

In the ensuing AGM, the Board of Directors is proposing the following appointment/re-appointment as set out in the notice of AGM:

• Mr. Binod Kumar Agarwal (DIN: 00322536) Managing Director of the company, is liable to retire by rotation at the ensuing annual general meeting and being eligible offers himself for re-appointment.

• Regularization of appointment of Mr. Srikanta Barik (DIN: 10896987) as a Non-Executive Non Independent Director of the Company and he is liable to retire by rotation;

The Board meets at regular intervals to discuss and decide on Company's business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Board meeting is circulated to all the Directors as per the provisions of Companies Act, 2013 and rules made thereunder. The Agenda for the Board meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board meets 14 (Fourteen) times during the Financial Year 2024-25.

The time gap between the two meetings was within the maximum permissible/extended time gap as stipulated under Section 173(1) of the Companies Act, 2013.

As stipulated by the Code of Conduct for Independent Directors under the Companies Act, 2013, a separate meetings of the Independent Directors of the Company were held on 31^st August, 2024 and 08^th March, 2025 to review the performance of NonIndependent Directors and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its' Committees which is necessary to effectively and reasonably perform and discharge their duties.

The evaluation framework for assessing the performance of directors comprises of the following key areas:

i) Attendance of Board Meetings and Board Committee Meetings.

ii) Quality of contribution to Board deliberations.

iii) Strategic perspectives or inputs regarding future growth of company and its performance.

iv) Providing perspectives and feedback going beyond the information provided by the management.

v) Commitment to shareholder and other stakeholder interests.

The evaluation involves self-evaluation by the Board Member and subsequently assessment by the Board of directors. A member of the Board will not participate in the discussion of his/her evaluation.

The Annual General Meeting of the Company for the financial year 2023-24 was held on Tuesday, 20^th day of August, 2024 at 11:00 A.M. (IST) at the registered office of the company situated at Plot no-192, Sector-1, Pithampur, Dhar, Madhya Pradesh, India, 454775.

Your Company has duly constituted the Committees required under the Act read with applicable Rules made thereunder. The Company has constitute Four Committees as follows:

The Company has constituted Audit Committee as per section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. The Audit Committee comprises of the following Members as on 31^st March, 2025.

All the recommendations made by the Audit Committee were accepted by the Board of Directors. The Audit Committee met 9 times during the financial year ended March 31, 2025.

The Company has constituted a Nomination and Remuneration Committee in accordance with the section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; The Nomination and Remuneration Committee comprises of the following Members as on 31^st March, 2025.

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors. The Nomination and Remuneration Committee met 2 times during the financial year ended March 31, 2025. The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), is uploaded on company's website: https://www.tirupatibalaiee.net/media/1143/nomination-and-remuneration-policv.pdf

The Company has constituted a Stakeholders' Relationship Committee in accordance with the section 178 (5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to redress complaints of the shareholders. The Stakeholders' Relationship Committee comprises the following Members as on 31^st March, 2025:

All the recommendations made by the Stakeholders Relationship Committee were accepted by the Board of Directors. The Stakeholders Relationship Committee met 1 time during the financial year ended March 31, 2025.

The Company has constituted a CSR Committee in accordance with the provisions of section 135 of Companies Act, 2013. The CSR Committee as on 31^st March, 2025 comprises the following Members:

All the recommendations made by the Corporate Social Responsibility (CSR) Committee were accepted by the Board of Directors. The Corporate Social Responsibility (CSR) Committee met 1 time during the financial year ended March 31, 2025.

The Company has in place a Policy for prevention of Sexual Harassment at the workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment.

The detailed Sexual Harassment Policy at the workplace has been uploaded on Company's Website:

https://www.tirupatibalajee.net/media/1148/sexual-harrasment-at-workplace.pdf

During the financial year 2024-25, the following are the details of complaints received and disposed of under the Act:

• Number of complaints of Sexual harassment received during the year: Nil

• Number of complaints disposed of during the year: Nil

• Number of complaints pending for more than 90 days: Nil

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws. However, during the financial year 2024-25, no cases of maternity leave or related benefits were availed by any employee of the Company.

This initiative involved positive engagement of personnel on the plant at every level. With regard to contractor safety, two key areas of focus were identified, namely Facility Management for the contractors' employees and Equipment, Tools & Material Management. The Facility Management initiative was implemented to ensure adequate welfare facilities for contract labor such as washrooms with bathing facilities, rest rooms, availability of drinking water etc. The Equipment, Tools & Material Management Program ensured that the tools used by contractors were safe. The process of screening of contractors was made more stringent to ensure that the contractors were aligned with the Company's objectives to ensure 'Zero Harm'.

As per the provisions of Section 178(3) of the Act, the Board has approved a Nomination and Remuneration Policy which lays down the criteria for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel including the criteria for determining qualifications, positive attributes, independence of director and such other matters.

The detailed Nomination and Remuneration Policy has been uploaded on Company's Website: https://www.tirupatibalaiee.net/media/1143/nomination-and-remuneration-policv.pdf

The company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor and nonbusiness risks. This includes an additional oversight on the markets, both domestic and foreign, related to the products, financial risks and controls besides inherent risks associated with the products dealt with by the Company. The major risks identified are systematically addressed through mitigating actions on a continual basis.

In addition, the policies and procedures have been designed to ensure the safeguarding of the Company's assets; prevention and detection of frauds and errors; accuracy and completeness of the accounting records; and timely preparation of reliable financial information.

The detailed Risk Management Policy has been uploaded on Company's Website: https://www.tirupatibalaiee.net/media/1240/risk-management-policy.pdf

Your Company's system and process relating to internal controls and procedures for financial reporting provide a reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with applicable Indian Accounting Standards, the Companies Act, 2013 and Rules made thereunder and all other applicable regulatory/ statutory guidelines etc.

As per Section 134(5)(e) of the Companies Act 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust system and framework of Internal Financial Controls. This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. The Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audits, risk management framework and whistle blower mechanism.

The Company believes in fair conduct of its affairs and sets high standards in good and ethical Corporate Governance practices. In order to inculcate accountability and transparency in its business conduct, the Company has been constantly reviewing its existing policies, systems and procedures.

The Company has established a robust vigil mechanism and has adopted Whistle Blower Policy, approved by the Board of Directors in their meeting held on November 22, 2023 pursuant to the requirements of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI LODR Regulations.

The Whistle Blower Policy, provides adequate protection to those who report unethical practices and irregularities. No person was denied access to higher authority or Chairperson of the Audit Committee.

The details of the Vigil Mechanism Policy are posted on the website of the Company. https://www.tirupatibalaiee.net/media/1154/vigil-mechanism-whistle-blower-policv.pdf

The particulars of loans, guarantees and investments pursuant to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements read together with notes annexed thereto and forms an integral part of the financial statements.

All Related Party Transactions that were entered into during the Financial Year 2024-25 were on Arm's Length Basis and were in the Ordinary Course of business. All Related Party Transactions were granted omnibus approval by the Audit Committee and the Board. Disclosure as required under section 134(3)(h) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, in form AOC-2, is not applicable as all the contracts entered by the Company during the year are on arm's length basis. The Company has formed Related Party Transactions Policy which was approved by the Audit Committee and the Board for purpose of identification and monitoring of such transactions.

The RPT Policy as approved by the Board is available on the Company's website: https://www.tirupatibalaiee.net/media/1151/policv-on-related-partv-transactions.pdf

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

In terms of provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. M.S. Dahiya & Co., Chartered Accountants (F.R. No. 013855C), was appointed as Auditor of your Company to hold office for a consecutive period of five (5) years (i.e. for the financial year 2023-24 till the financial year 2027-28) until the conclusion Annual General Meeting of the Company to be held in the calendar year 2028.

The Auditors Report and the Notes on Standalone and Consolidated financial statement for the year 2024-25 referred to in the Auditor's Report are self-explanatory and does not contain any qualification, reservation or adverse remark and do not call for any further comments. During the year under review, the Auditor have not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed pursuant to Section 134(3)(ca) of the Companies Act, 2013.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s B Maksi Wala & Associates, Company Secretaries, Indore (ACS: 41988 & COP: 23193), to undertake the Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report in Form MR-3 is self-explanatory and therefore do not call for any explanatory note and the same is annexed herewith as "Annexure-C". Your Board is pleased to inform that there is no such observation made by the Secretarial Auditors in their report which needs any explanation by the Board.

Further, In accordance with the recent amendments to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') and based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on 28^th August, 2025, has approved the appointment of M/s. B Maksi Wala & Associates, Company Secretaries, Indore (ACS: 41988 & COP: 23193), as the Secretarial Auditors of the Company for a period of five (5) consecutive years, commencing from Financial year 2025-26 upto the financial year 2029-30, subject to approval of the Members at the Annual General Meeting at such remuneration as may be approved by the Audit Committee and/or the Board of Directors in consultation with the said auditor, plus applicable taxes and reimbursement of travel and out-of-pocket expenses, and to avail any other services, certificates, or reports as may be permissible under applicable laws.

M/s. B Maksi Wala & Associates, Company Secretaries, Indore (ACS: 41988 & COP: 23193), has provided a confirmation that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India and hold a valid peer review certificate. M/s. B Maksi Wala & Associates, Company Secretaries, Indore (ACS: 41988 & COP: 23193), has also confirmed that they are not disqualified from being appointed as Secretarial Auditors and that they have no conflict of interest.

In compliance with the provisions of Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, the Internal Audit, of the Company, for the FY 2024-25 was carried out by M/s Milind Nyati & Co. Chartered Accountants, Indore (FRN: 014455C). Further, the Board in their meeting held on May 30, 2025 has re-appointed M/s Milind Nyati & Co. Chartered Accountants, Indore (FRN: 014455C), as Internal Auditors for the FY 2025-26.

The Provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit & Auditors) Rules, 2014 relating to the cost audit are not applicable to the Company during the financial year ended 31^st March, 2025.

In terms of the provisions of section 134(3) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 no frauds were reported by the Auditors to Audit Committee/Board during the year under review. Further, there were no frauds committed against the Company and persons who are reportable under section 141(12) by the Auditors to the Central Government. Also there were no nonreportable frauds during the year 2024-25.

The Company has formulated and laid down a Comprehensive Code of Conduct for the Board of Directors and Senior Management of the Company which is available at the Company's website on:

https://www.tirupatibalaiee.net/media/1139/code-of-conduct-for-directors-and-senior-management.pdf

All the Board Members and Senior Management Personnel have affirmed compliance with the Code. The necessary declaration by the Managing Director as required under Regulation 34(3) read with Schedule V(D) of the Listing Regulations, regarding adherence to the Code of Conduct has been obtained for the financial year 2024-25 and forms part of this Annual Report.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-D".

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is disclosed as "Annexure-E" which forms part of this Report.

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with the following declarations/certifications forms an integral part of this Corporate Governance Reporting hereby enclosed as "Annexure-F".

• A declaration signed enior management personnel have affirmed compliance with the Company's Code of Business Conduct and Ethics;

• A compliance certificate from the Company's Secretarial Auditor confirming compliance with the conditions of Corporate Governance;

• A certificate of Non-Disqualification of Directors from the Secretarial Auditor of the Company; and

• A certificate by Mr. Binod Kumar Agarwal, Chairman & Managing Director stating that the members of Board of Directors and srtificate of the Managing Director and Chief Financial Officer (CFO) of the Company, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee.

As required under Regulation 34 read with Schedule V(B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI

Listing Regulations"), report on Management Discussion and Analysis Report ("MD&A") is enclosed as "Annexure-G".

The company has undergone some material changes during the financial year 2024-25. Those changes have been provided below:

During the financial year 2024-25, the Company undertook the Initial Public Offer ('IPO') of 2,04,40,000 Equity Shares of face value of '10 each ("Equity Shares") aggregating '16,965.20 Lakhs. The bidding of the IPO Commenced on September 05, 2024 and concluded on September 09, 2024. The allotment of IPO was finalized on September 10, 2024 and the Equity Shares of the Company got listed on National Stock Exchange of India Limited ('NSE') and BSE Limited ('BSE') ('NSE' & 'BSE' hereinafter will be collectively referred to as 'Stock Exchanges') with effect from September 12, 2024.

The details of the issue are stated below.

The issue was led by book running Lead Managers i.e. PNB Investment Services Limited and Unistone Capital Private Limited (collectively referred to as 'BRLM'). The Board places on record its appreciation for the support provided by various Authorities, Stock Exchanges, BRLMs, Legal Counsels, Depositories, Consultants, Auditors and Employees of the Company for making the IPO of the Company a success. We are gratified and humbled by the strong participation shown in the Company's IPO by leading domestic and global institutional investors, NRIs, HNIs, retail investors and other market participants.

The details of the proceeds raised through the issue of fresh Equity Shares are set forth below:

As IPO of the Company included fresh issue of Equity Shares, the Company appointed CARE Ratings Limited as Monitoring Agency of the Company which provides report on a quarterly basis regarding utilization of IPO proceeds and the same is filed on the Stock Exchanges in timely manner pursuant to the requirements of Regulation 41(2) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, ('SEBI LODR Regulations').

The utilization of funds raised through IPO as on March 31, 2025 have been mentioned hereunder:

The Company received listing and trading approvals from the Stock Exchanges on September 11, 2024 and subsequently, the Equity Shares were listed on Stock Exchanges on September 12, 2024.

The Board of Directors, in their meeting held on June 26, 2025, approved, subject to the approval of the members of the Company at the ensuing General Meeting, the alteration of the Memorandum of Association and Article of Association to include provisions related to the verification of the captive status of Captive Generation Plants (CGPs) and Captive Users, with the objective of diversifying the Company's business activities.

The Company is not required to transfer any amount of unpaid or unclaimed dividend for the financial year 2024-25 to the Investor Education and Protection Fund (IEPF), as no dividend has been declared by the Company till date.

The Company has paid Annual Listing Fee for the financial year 2025-26 to National Stock Exchange of India Limited & BSE according to the prescribed norms & regulations.

The Company has also paid Annual Custody Fee to National Securities Depository Limited and Issuer Fee to Central Depository Services (India) Limited for the financial year 2025-26.

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31^st March, 2025 has been uploaded on the website of the Company and the web link of the same is - www.tirupatibalajee.net.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

During the year under review, your Company has complied with Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

During the year under review your Company enjoyed cordial relationship with workers and employees at all levels.

i. There are no voting rights exercised by any employee of the Company pursuant to the section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

ii. There is no fraud which are reportable by the Auditors to the Central Government, and which needs to be disclosed in the Board report during the year under review by auditor's u/s 143(12).

During the year under review, there were no transactions or events with respect to the following, hence no disclosure or reporting is required:

1. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

2. One-time settlement with any bank or financial institution.

3. There was no failure to implement any Corporate Action.

4. Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or the Whole-time Director(s) of the Company

The Directors convey their appreciation for the admirable performance of the Company, which has been made possible by the sterling efforts of the employees. They have exhibited time and again their deep commitment and passion for results, which has propelled the Company to the vaunted position it enjoys today. Further, your Directors wish to place on record their appreciation for the continuous co-operation, assistance and support extended by all the stakeholders, Government Authorities, Financial Institutions, Banks, Customers, Dealers, Suppliers, Consultants, Solicitors and Shareholders of the Company. In this profound journey, the Directors stand committed as ever to steer the Company towards an even more promising future.