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

(' In lakhs)

COMPANY OPERATIONS AND FINANCIAL PERFORMANCE

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

TRANSFERRED TO RESERVE

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

DIVIDEND

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

SHARE CAPITAL

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

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

CHANGE IN NATURE OF BUSINESS

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

PUBLIC DEPOSITS

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

ACCOUNTING POLICIES

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

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

MATERIAL CHANGES AND COMMITMENTS

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

DETAILS OF SUBSIDIARY/ASSOCIATE COMPANY/ JOINT VENTURE

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Change in Board

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

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

Retirement by rotation and subsequent re-appointment

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

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

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

Key Managerial Personnel:

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

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

DETAILS OF BOARD MEETINGS

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

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

NUMBER OF MEETINGS OF BOARD DURING THE YEAR:

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

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

COMMITTEES OF BOARD

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

A. Audit Committee

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

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

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

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

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

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

Vigil Mechanism:

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

B. Nomination & Remuneration Committee

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

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

Nomination and Remuneration Policy:

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

Remuneration of director:

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

C. Stakeholders Relationship Committee

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS:

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

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

Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual
directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 in the following manners:

a. The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis
of the criteria such as the board composition and structure, effectiveness of board processes, information and
functioning etc.

b. The performance of the committees was evaluated by the board after seeking inputs from the committee members
on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

c. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on
the basis of the criteria such as the contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

d. I n addition, the chairman was also evaluated on the key aspects of his role. Separate meeting of independent
directors was held to evaluate the performance of non-independent directors, performance of the board as a whole
and performance of the chairman, taking into account the views of executive directors and non-executive directors.
Performance evaluation of independent directors was done by the entire board, excluding the independent director
being evaluated.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

(2) The directors have selected such Accounting Policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as
of March 31, 2024, and of the Profit and Loss of the Company for the said period;

(3) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;

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

(5) The directors had laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively.

EXTRACT OF ANNUAL RETURN

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

RISK MANAGEMENT POLICY

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

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

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

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

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

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

INTERNAL AUDITOR

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

SECRETARIAL AUDITOR AND THEIR REPORT:

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

CASH FLOW STATEMENT

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

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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

RELATED PARTY TRANSACTIONS

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

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

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

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

PARTICULARS OF EMPLOYEES

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

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

LISTING

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

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

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

ARCHIVAL POLICY

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

ID FAMILIARISATION PROGRAMME

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

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

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

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

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

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

CORPORATE GOVERNANCE:

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

GENERAL DISCLOSURE:

Your directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the
Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations,
to the extent the transactions took place on those items during the year. Your directors further state that no disclosure
or reporting is required in respect of the following items as there were no transactions on these items during the year
under review:

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

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

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

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

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

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

REPORTING OF FRAUD:

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

MAINTENANCE OF COST RECORD:

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

APPRECIATIONS AND ACKNOWLEDGEMENT:

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

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

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

Bansri Dedhia Sheetal Shah

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

Place: Jaipur (Director) (Director)