Your Directors take pleasure in presenting the 16^th Annual Report on the business and operations of your Company together with the
Audited Financial Statements and the Auditors' Report of your Company for the financial year ended, 31^st March, 2025.

PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-VOTING AT THE AGM:

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. A.P.-14 (Apparel Park), SEZ Phase-II, Industrial Area Pithampur-454774 Madhya Pradesh.

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.

STATE OF THE COMPANY’S AFFAIRS & REVIEW OF OPERATIONS:

We, Shree Tirupati Balajee FIBC Limited is a leading manufacturer and exporter of Flexible Intermediate Bulk Containers (FIBCs) and
polypropylene (PP)/HDPE woven packaging solutions based in Pithampur, Madhya Pradesh, India. STB offers a comprehensive portfolio,
including jumbo bags, woven sacks (laminated/unlaminated and BOPP-coated), FIBCs (tubular, tubular-coated, U-panel, and four-panel),
builder bags, woven fabrics, narrow woven belts, tarpaulins, liners, and multifilament yarns for industries such as agriculture, chemicals,
construction, food, and pharmaceuticals.

Shree Tirupati Balajee FIBC Limited has been a reliable manufacture of FIBC since 2009 that is over Fifteen years of experience for customer
equipped with integrated clean room F.I.B.C manufacturing facility with B.R.C.G.S certification. Our manufacturing unit operates in Special
Economic Zone (SEZ) in Pithampur Dhar with an installed capacity of approximately 8,000 MT per annum for FIBCs/Jumbo Bags and about
4,000 MT for fabric production. Our Company is distinguished by its strong quality credentials, holding certifications such as ISO 9001:2015,
ISO 14001:2015, ISO 22000:2018, ISO 45001:2018, SEDEX, BRCGS, and HALAL—demonstrating compliance with international
standards expected by export markets across Europe, North America, Australia, Africa etc.

COMPANY’S PERFORMANCE:

During the financial year 2024-25, the Company has posted total revenue from operations of Rs. 208.30/- Crore as against Rs. 161.11/- Crore as
compared in the previous financial year 2023-24 representing an increase in total revenue of29.29% on Standalone basis. The Net Profit after
tax of the Company on Standalone basis for the financial year 2024-25 has been increased to Rs. 14.62/- Crore as compared to Rs. 14.27/- Crore
during the previous financial year 2023-24.

SUMMARISED PROFIT AND LOSS ACCOUNT:

(Rs. in Lakhs)

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company during the year.

CREDIT RATING:

We would like to inform the members that the Infomerics Valuation and Rating Limited vide its letter dated 24.03.2025 has affirmed the
following ratings to the bank loan facilities of Rs. 75.00/- Crore availed by the Company:

DIVIDEND:

In order to conserve cash and ensure liquidity for the operations in the coming years, your directors have considered it prudent to not propose
any dividend on the shares of the Company for the Financial Year 2024-25.

TRANSFER TO RESERVES:

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

SHARE CAPITAL:

During the year under review, Members of the Company at the 01/2024-25 Extra Ordinary General Meeting ("EGM") held on Thursday, 30^th
January, 2025 approved the increase in Authorized Share Capital of the company from existing Rs. 11,00,00,000/- (Rupees Eleven Crore only)
divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 44,00,00,000/- (Rupees Forty-Four
Crore Only) divided into 4,40,00,000 (Four Crore Forty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each, by the creation of additional
3,30,00,000 (Three Crore Thirty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each ranking pari passu with the existing equity shares of
the company.

Therefore, the Authorised Share Capital of the Company as on 31^st March, 2025 was Rs. 44,00,00,000/- (Rupees Forty-Four Crore Only)
divided into 4,40,00,000 (Four Crore Forty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each and;

Issued, Subscribed & Paid up Equity Share Capital of the Company as on 31^st March, 2025 was Rs. 10,13,00,400/- (Rupees Ten Crore Thirteen
Lakh and Four Hundred only) divided into 1,01,30,040 (One Crore One Lakh Thirty Thousand and Forty) Equity Shares of Rs. 10/- (Rupees
Ten only) 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.

CONSOLIDATED FINANCIAL STATEMENTS:

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.

LISTING FEES:

The Equity Shares of the Company are listed with National Stock Exchange of India Ltd. (NSE EMERGE). We confirm that the Annual Listing
Fees for the financial year 2024-25 have been paid within the stipulated time to the Stock Exchange.

ANNUALRETURN:

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 -
http://www.tirupatibalajee.com/annual-return/

DIRECTORS’ RESPONSIBILITY STATEMENT:

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.

DEPOSITS:

Your Company has not accepted deposit from the public falling within the ambit of Section 73 ofthe 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 ofthe provisions ofthe Chapter V ofthe Companies Act, 2013 and the Rules made there under.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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.

CSR INITIATIVES:

In terms of Section 135 and 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. CSR Committee of the Board has formed a CSR Policy and the
same has been uploaded on the Company's Website: http://www.tirupatibalajee.com/media/1211/corporate-social-responsibility.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-A" which is annexed hereto and forms part of the
Board's Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of
professionalism, honesty, integrity and ethical behavior. Pursuant to Section 177 of the Act, the Company adopted Whistle Blower Policy
which provides a safe and confidential platform for directors, employees, and other stakeholders to report concerns about unethical behavior,
actual or suspected fraud, violations of the Company's Code of Conduct, or any breach of legal and regulatory requirements. The mechanism
encourages individuals to raise genuine concerns without fear of retaliation or victimization.

The details ofthe Vigil Mechanism Policy are posted on the website ofthe Company.
http://www.tirupatibalajee.com/media/1184/vigil-mechanismwhistle-blower-policy.pdf

CODE OF CONDUCT:

Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires listed companies to lay down a
Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. The
Company has adopted a Code of Conduct for all Directors and Senior Management of the Company and same has been hosted on the website of
the company.

http://www.tirupatibalajee.com/media/1002/code-of-conduct-for-board-of-directors-kmps-and-senior-management.pdf
OCCUPATIONAL HEALTH & SAFETY (OH&S):

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'.

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

The Company has zero tolerance towards any form of sexual harassment and is committed to providing a safe and conducive work environment
for all its employees. The Company has in place a policy on prevention, prohibition, and redressal of sexual harassment at workplace in
accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules
made thereunder. An Internal Complaints Committee (ICC) has been constituted to redress complaints received regarding sexual harassment.
The Committee is responsible for conducting inquiries and making recommendations in accordance with the law.

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

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. 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 has been extended to all the eligible women employees. 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.

RISK MANAGEMENT POLICY:

Shree Tirupati Balajee FIBC Limited recognizes that effective risk management is fundamental to achieving sustainable business performance
and protecting stakeholder value. The Company has established a structured and proactive risk management framework to identify, assess, and
mitigate potential risks across operational, financial, strategic, regulatory, and environmental domains. 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.

We remain committed to continuously enhance our risk management capabilities by embedding a culture of risk awareness across the
organization. Our aim is to build resilience and agility in an increasingly complex and dynamic business environment.

The detailed Risk Management Policy has been uploaded on Company's Website: http://www.tirupatibalajee.com/media/1007/risk-
management-policy.pdf

INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS:

Your Company's internal control system is commensurate with its scale of operations designed to effectively control the operations. The
internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for
maintaining assets. We have documented policies and procedures covering all financial and operating functions. These controls have been
designed to provide a reasonable assurance regarding maintaining of proper accounting controls for ensuring reliability of financial reporting,
monitoring of operations, and protecting assets from unauthorized use or losses, compliances with regulations.

As per Section 134(5)(e) of the Companies Act 2013, the Board of directors of the Company is responsible for ensuring that Internal Financial
Controls have been established in the Company and that such controls are adequate and operating effectively. Such internal financial controls
encompass policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business, including adherence to its
policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the
timely preparation of reliable financial information.

HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE AND AUDITED FINANCIAL STATEMENTS OF THE
COMPANY:

The details of Holding, Subsidiary, Associate and Joint Venture of the Company are given below:

There was no change in the nature of the business of the holding and subsidiary company. The Company does not have any associate or joint
venture during the year 2024-25 as well as none of the Companies which have become or ceased to be its associate or joint venture during
financial year.

In accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder, the financial performance and position
of the aforesaid subsidiary have been disclosed as part of the consolidated financial statements for the year ended 31^st March, 2025, which form
an integral part of this Annual Report.

A statement containing the salient features of the financial statements of subsidiary company as prescribed under the first proviso to sub-section
(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-B".

RELATED PARTY TRANSACTIONS:

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 approved 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 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.tirupatibalajee.com/media/1407/policy-on-related-party-transactions.pdf

CORPORATE GOVERNANCE:

The Company is listed on the NSE Emerge and exempted from provisions of corporate governance as per Regulation 15 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Hence no Corporate Governance Report is required to be disclosed with Annual
Report. It is pertinent to mention that your Company is committed to maintain the highest standards of Corporate Governance.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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.

BOARD OF DIRECTORS. THEIR MEETINGS & KEY MANAGERIAL PERSONNEL (KMPs):

1) Composition of Board of Directors as on 31.03.2025

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.

2) Board Independence

Our definition of 'Independence' of Directors is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of
the Companies Act, 2013. The Company is having following Independent Directors as on 31.03.2025;

1. Shri Yash Khemchandani (DIN: 08923669)

2. Shri Hatim Badshah (DIN: 05118272)

3. Smt. Priyanka Sengar (DIN: 08943198)

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.

3) Declaration by the Independent Directors

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 and Regulation 16(1)(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. Further, 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 judgement and without any external influence and that he/she is independent of the
management.

4) Changes in Directors and Key Managerial Personnel

• Shri 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 (Professional) with effect from 06^th February,
2025.

• Shri Ranjan Kumar Mohapatra (DIN: 02267845) has tendered his resignation as an Executive Director from Shree Tirupati Balajee
FIBC Limited with effect from 26^th February, 2025.

5) Directors seeking appointment/re-appointment at the ensuing Annual General Meeting

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

• Shri Amit Agarwal (DIN: 10320754) Non -Executive 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 Shri Srikanta Barik (DIN: 10896987) as a Non-Executive Director of the Company and he is
liable to retire by rotation;

• Re-appointment of Smt. Priyanka Sengar (DIN: 08943198) as a Non-Executive Independent Director for a second term of 5 (Five)
consecutive years commencing from 10^th November, 2025 to 09^th November, 2030 by passing Special resolution and she is not
liable to retire by rotation.

6) Number of Meetings of the Board

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 06 (Six) times in the Financial Year 2024-25 i.e.: -

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.

7) Separate Meeting of Independent Directors

As stipulated by the Code of Conduct for Independent Directors under the Companies Act, 2013, a separate meeting of the Independent
Directors of the Company was held on 06^th February, 2025 to review the performance of Non-Independent 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.

8) Annual evaluation by the Board

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.

COMMITTEES OF THE BOARD:

The Company has following Four Committees as follows:

1) Audit Committee

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.

2) Nomination and Remuneration Committee

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.

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:
http://www.tirupatibalajee.com/media/1009/nomination-and-remuneration-policy.pdf

3) Stakeholders' Relationship Committee

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:

4) Corporate Social Responsibility (CSR) Committee

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:

MEETINGS OF THE MEMBERS:

1. ANNUAL GENERAL MEETING: -

The Annual General Meeting of the Company for the financial year 2024-25 was held on Friday, 27^th day of September, 2024 at 11:30
A.M. through Video Conferencing (VC)/Other Audio Visual Means (OAVM) for which purposes registered office of the company
situated at Plot No. A.P.-14 (Apparel Park), SEZ Phase-II, Industrial Area Pithampur-454774 Madhya Pradesh, was deemed as the venue
for the AGM and the proceedings of the AGM was deemed to be made thereat.

2. EXTRA ORDINARY GENERAL MEETING: -

The 01/2024-25 Extra Ordinary General Meeting (EGM) of the Members of the Company is held on Thursday, 30^th day of January, 2025
at 11:30 A.M. through Video Conferencing (VC)/Other Audio Visual Means (OAVM) for which purposes registered office of the
company situated at Plot No. A.P.-14 (Apparel Park), SEZ Phase-II, Industrial Area Pithampur-454774 Madhya Pradesh, was deemed as
the venue for the EGM and the proceedings of the EGM was deemed to be made thereat.

AUDITORS. THEIR REPORT & COMMENTS BY THE MANAGEMENT:

1) Statutory Auditors

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 until the conclusion of 16^th Annual General Meeting of the Company to be held in the calendar year
2025. Therefore, the term of 5 (five) consecutive years of M/s. M.S. Dahiya & Co., Chartered Accountants (F.R. No. 013855C) as
Statutory Auditors of the Company will be completed at the conclusion of ensuing Annual General Meeting (AGM). Accordingly, on the
recommendation of Audit Committee of the Company, the Board of Directors proposed the reappointment of M/s M.S. Dahiya & Co.,
Chartered Accountants (F.R. No. 013855C) for a second term of 5 (Five) consecutive years i.e. from the conclusion of this AGM till the
conclusion of 21^st AGM to be held for the year 2030 at such remuneration as may be approved by the Audit Committee and/or the Board
of Directors in consultation with the Auditors, plus applicable taxes and reimbursement of travel and out-of-pocket expenses.

M/s M.S. Dahiya & Co., Chartered Accountants (F.R. No. 013855C) have provided their consent and confirmed that their re-

appointment, if made, would be within the limits specified under Section 141 of the Companies Act, 2013 and further confirmed that they
are not disqualified to be re-appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2),
Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014, as amended from time to time. The
proposed auditor has also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India.

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 does not contain any qualification, reservation or adverse remark and do not call for any further comments.

2) SecretarialAudit

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 Ritesh Gupta & Co., Company Secretaries, Indore (FCS: 5200
& COP: 3764), 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 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 25^th August, 2025, has approved the appointment of M/s. Ritesh Gupta &
Co., Company Secretaries, Indore (Firm Registration No. P2025MP106200) 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. Ritesh Gupta & Co., Company Secretaries, Indore (Firm Registration No. P2025MP106200) 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. Ritesh Gupta & Co., Company Secretaries, Indore (Firm Registration No. P2025MP106200) has also confirmed that
they are not disqualified from being appointed as Secretarial Auditors and that they have no conflict of interest

3) Internal Auditor

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 Gourav Paliwal and Company (FRN: 034519C) Chartered Accountants, Indore.
Further, the Board of Directors of the Company in their meeting held on 22^nd May, 2025 has re-appointed M/s Gourav Paliwal and
Company (FRN: 034519C) Chartered Accountants, Indore, as Internal Auditors for the FY 2025-26.

4) Cost Auditor

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 ^stMarch, 2025.

DISCLOSURE FOR FRAUDS AGAINST THE COMPANY:

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 non-reportable
frauds during the year 2024-25.

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

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".

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT:

After the closure of Financial year 31^st March, 2025, the Company through its Rights Issue Committee approved the Draft Letter of Offer
("DLOF") for raising of funds through issuance and allotment of fully paid-up equity shares of Rs. 10.00 each ("Equity Shares") to the eligible

equity shareholders of the Company on a Rights basis and submitted the same to National Stock Exchange of India Limited (NSE) dated 26
May, 2025 for its in-principal approval.

No material changes, other than mentioned above, have occurred and commitments made affecting the financial position of the Company,
between the end of the financial year of the Company and the date of this report.

MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR:

Following material changes occurred during the financial year 2024-25: -

1. Shree Tirupati Balajee Agro Trading Company Limited (Holding Company of Shree Tirupati Balajee FIBC Limited) has been
listed on BSE Limited & National Stock Exchange of India Limited with effect from 12^th September, 2024.

2. The Board of Directors of the Company in its meeting held on 27^th December, 2024 approved the proposal for Raising of funds
through issuance and allotment of equity shares of face value of Rs. 10/- each ("Equity Shares") on Rights basis on such terms (as
decided by the Board of Directors or a duly constituted committee of the Board of Directors) to the eligible equity shareholders of
the Company, subject to receipt of regulatory/statutory approvals.

3. The members of the Company in its 01/2024-25 Extra-Ordinary General Meeting held on 30^th January, 2025 approved the
following resolutions: -

a) Increase in Authorized Capital of the Company from existing Rs. 11,00,00,000 (Rupees Eleven Crore only) divided into
1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 44,00,00,000 (Rupees Forty-Four
Crore Only) divided into 4,40,00,000 (Four Crore Forty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each, by the
creation of additional 3,30,00,000 (Three Crore Thirty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each and
subsequent alteration in Capital clause of Memorandum of Association of the Company;

b) Sell, transfer, lease and otherwise dispose-off by way of joint venture, strategic alliance outright sale, create Charge, Mortgage
as a going concern or in any other manner, the whole or any part of the undertaking to any person, Company incorporated or to
be incorporated in India from such date and such price and on such terms and condition and in such manner as may be decided
by board of Directors of the Company;

c) Enhancement of borrowing limit of the company under section 180(1)(c) of Companies Act, 2013 upto Rs. 6,00,00,00,000/-
(Rupees Six Hundred Crore Only);

d) Advancement of any loan including any loan represented by a book debt, or give guarantee or provide security in respect of
loan taken not exceeding to Rs. 6,00,00,00,000/- (Rupees Six Hundred Crore Only) by any Company/ Trust/ Body
Corporate(s) or firms in which any and/or all directors are interested under Section 185 of the Companies Act, 2013;

e) Increase in the limit to make investment in other body corporate in excess of the prescribed limit under section 186 of
Companies Act, 2013 not exceeding to Rs. 6,00,00,00,000/- (Rupees Six Hundred Crore Only).

4. Shri 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 (Professional) with effect from 06^th February,
2025.

5. Shri Srikanta Barik is appointed as an Occupier over the affairs of the factory situated at Plot No. A.P.-14 (Apparel Park), SEZ
Phase-II, Industial Area Pithampur MP 454774 IN and to manage day to day affairs of the said factory.

6. Shri Ranjan Kumar Mohapatra (DIN: 02267845) has tendered his resignation as an Executive Director from Shree Tirupati Balajee
FIBC Limited with effect from 26^th February, 2025.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE’S REMUNERATION AND
PARTICULARS OF EMPLOYEES:

Details pursuant to provision of section 197(12) of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given in the "Annexure-E".

During the year, none of the employees received remuneration in excess of the limit prescribed under Section 197 of the Companies Act, 2013
read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendment thereof.

SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).

INDUSTRIAL RELATIONS:

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

GENERAL:

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.

ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co¬
operation extended by them. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business
associates, regulatory and government authorities for their continued support. Your Board of Directors would like to convey their sincere
appreciation for the wholehearted support and contributions made by all the employees at all levels of the Company for their hard work,
solidarity, cooperation and dedication during the year.

For and on behalf of the Board
Binod Kumar Agarwal

Date: 25^th August 2025 Chairman & Managing Director

Place: Pithampur (Dhar) DIN:00322536