The Board of Directors takes pleasure in presenting their 14^th Annual Report on the
business and operations of the Company, together with the audited financial
statements for the Financial Year (F.Y.) ended March 31,2026.

1. FINANCIAL PERFORMANCE:

The Audited Standalone Financial Statements of your Company as on 31^st March,
2026, are prepared in accordance with the relevant applicable Ind AS and
Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘‘SEBI Listing Regulations") and the
provisions of the Companies Act, 2013 ("Act").

l The standalone financial statements have been prepared in accordance with the Indian
Accounting Standards (Ind AS).

2. OPERATIONAL RESULTS AND STATE OF COMPANY’S AFFAIRS:

The Highlights of Company’s performance for the year ended on March 31,2026: [In
Lakhs]

During the financial year under review, the Company achieved a 41.31% growth in
revenue from operations, which stood at Rs. 16,247.85 Lakhs as compared to Rs.
11,498.30 Lakhs in the previous financial year.

Total expenses increased to Rs. 15,738.58 Lakhs during the year from Rs. 10,577.85
Lakhs in the prior year, reflecting a disciplined approach to cost management while
supporting business growth.

The Profit before Exceptional Items, Extraordinary Items, and Tax stood at Rs. 855.45
Lakhs, compared to Rs. 1,051.79 Lakhs (Decrease Approximately 18.67%) recorded in
the previous financial year

The Company reported a net profit of ?629.53 lakhs for the year under review,
reflecting a decrease of approximately 19.86% compared to ?785.54 lakhs in the
previous year.

Correspondingly, the Earnings per Share (EPS) was Rs. 0.51 for the financial year, as
against Rs. 0.74 in the previous year, reflecting the Company's continued focus on
delivering value to its shareholders.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the Company during the financial
year ended 31^st March 2026.

4. DIVIDEND:

For the year under review, for furtherance of business and to meet day-to-day
operational activities, your Board of Directors has decided to plough back of pro t
and does not recommend any dividend for the F.Y.2026-27.

5. DIVIDEND DISTRIBUTION POLICY:

As per the provisions of Regulation 43A of the Securities and Exchanges Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations"), as amended, the Company is not required to formulate and disclose
its Dividend Distribution Policy. However, for better governance practices, the Board
of Directors (the “Board”) of Tirupati Forge Limited (the “Company”) had approved
the Company’s Dividend Distribution Policy. The Dividend Distribution Policy is
attached as Annexure I, which form part of this Annual Report and s also available
on the website of the Company at

https://www.tirupatiforqe.com/file/Dividend%20Distribution%20Policv.pdf.

6. INVESTOR EDUCATION AND PROTECTION FUND flEPFt:

During the year under review, there were no instances incurred pursuant to which
Company would required to transfer any amount to Investor Education and
Protection Fund. Hence no reporting under this is required.

7. TRANSFER TO RESERVE:

During the year under review, there was no amount transferred to any of the reserves
by the Company. You may refer notes to the financial statements of the company.

8. SUBSIDIARIES/JOINT VENTURES/ASSOCIATES:

The Company does not have Subsidiary, Joint Venture and Associate Company as on
31^st march, 2026.

9. LISTING:

• Your Company is listed at National Stock Exchange of India Limited:

• Your Company has paid the requisite Annual Listing Fees to National Stock
Exchange of India Limited), where its securities listed.

IMMATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL
POSITION OF THE COMPANY. HAVING OCCURRED SINCE THE END OF THE YEAR AND
UNTIL THE DATE OF THE REPORT:

There have been no material changes and commitments affecting the financial
position of the Company, which have occurred between March 31, 2026, and the
date of this Report.

However, the following significant development has occurred subsequent to the close
of the financial year:

Defence Manufacturing Facility: The Company's dedicated facility for the
manufacture of 155mm artillery shell bodies has been successfully commissioned. Hot
trials have been completed and trial production has been executed to required
specifications. Customer discussions are at advanced stages across domestic and
international markets. Commercial production is expected to commence during FY
2026-27, which is expected to positively and materially impact the financial position
of the Company in the coming years.

11, SHARE CAPITAL:

Authorized, subscribed, paid-up share capital of the company as on 31^st March, 2026
are as per the following:

• Authorised Share Capital:

The Authorised capital of the Company is Rs. Rs. 26,50,00,000/- (Rupees Twenty-Six
Crores Fifty Lacs Only) comprising of 13,25,00,000 (Thirteen Crores Twenty-Five Lacs)
equity shares of Rs. 2/- (Rupees Two Only) as on 31^st March 2026.

• Issued. Subscribed. Paid up Share Capital:

The issued, subscribed and fully paid-up share capital of the Company is Rs. 25, 32,
60,000 (Rupees Twenty-Five Crore thirty Two Lakh Sixty Thousand Only), divided into 12,
66, 30,000 (Twelve Lakh Sixty Six Lakhs Thirty Thousand Only) equity shares of Rs. 2/-
each. As on 31.03.2026.

During the year under review, the Company increased its paid-up share capital by
way of conversion of 83,50,000 warrants into equity shares of the Company.
Consequently, the paid-up share capital increased from an amount of Rs.
23,65,60,000/- (Rupees Twenty-Three Crore Sixty-Five Lakh Sixty Thousand Only),
divided into 11,82,80,000 equity shares of Rs. 2/- each, to an amount of Rs.
25,32,60,000/- (Rupees Twenty-Five Crore Thirty-Two Lakh Sixty Thousand Only), divided
into 12,66,30,000 equity shares of Rs. 2/- each. The names of the warrant holders whose
warrants have been converted into equity shares are mentioned herein below:

12. CREDIT RATING:

For Financial year 2025-26, Credit rating is not applicable to the company.

13. Listing of Securities with Stock Exchange:• Issue and Listed of Securities:

As on 31 March 2026, the Issued Capital of the Company was 12,66,30,000 equity
shares of ?2 each, whereas the Listed Capital was 12,42,80,000 equity shares of ?2
each.

The difference of 23,50,000 equity shares arose due to conversion of 12,50,000
warrants on 6 January 2026 and 11,00,000 warrants on 10 February 2026 into equity
shares, out of the 1,17,60,000 convertible warrants issued on 16 January 2025.

• DIRECTORS

The composition of the Board of Directors of the Company is in accordance with the
provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with
an appropriate combination of Executive, Non-Executive and Independent
Directors draws fine balance of business acumen and independent judgment on
Board's decisions. The Board comprised of 6 (Six) Directors as at 31^st March 2026,
details of which are tabled below:

> In accordance with the provisions of Companies Act, 2013, Mr. Hiteshkumar
Gordhanbhai Thummar, Managing Director [DIN: 02112952] shall liable to retire by
rotation at the ensuing 14^th Annual General Meeting of the Company and being
eligible, offer herself for re-appointment. The Board hereby recommends her re¬
appointment for approval of shareholders in the ensuing Annual general Meeting.
Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial Standards-2, the detailed
information of the director being appointed is provided as an Annexure of the Notice
of Annual General Meeting.

> The Company has received declarations from all the directors and with reference to
that; there was no disqualification of any Director pursuant to Section 164 (2) of the
Companies Act, 2013.

> In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they
are not aware of any circumstances or situation, which exists or may be reasonably
anticipated that could impair or impact their ability to discharge their duties. Based
upon the declarations received from the Independent Directors, the Board of
Directors has confirmed that they meet the criteria of independence as mentioned

under section 149(6) of the Act and Regulation 16 (1) (b) of the Listing Regulations
and that they are independent of the management. In accordance with the
provisions of the Companies Act, 2013, none of the Independent Directors is liable to
retire by rotation. They have complied with the Code for Independent Directors
prescribed in Schedule IV of the Companies Act, 2013.

> In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, as amended,
Independent Directors of the Company have confirmed that they have included
their names in the data bank with the Indian institute of corporate Affairs.

> In the opinion of Board, Independent Directors fulfill the conditions specified in
Companies Act, 2013 read with schedules and rules thereto as well as SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Independent
Directors are independent of management.

> The Company has a Code of Conduct for the Directors and Senior Management
Personnel. This Code is a comprehensive code applicable to all Directors and
members of the Senior Management. A copy of the Code has been put on the
Company’s website www.Tirupatiforqe.com

> The Code has been circulated to alt the Members of fhe Board and Senior
Management Personnel and they have affirmed compliance of the same.

> The present term of Shri Hiteshkumar Gordhanbhai Thummar (DIN: 02112952) as
Chairman & Managing Director of fhe Company expires on 30th July, 2027. On the
recommendation of the Nomination and Remuneration Committee, the Board of
Directors at its meeting held on 24.08.2026 approved, subject to the approval of the
Members, his re-appointment as Chairman & Managing Director for a further period
of five (5) consecutive years with effect from 31st July, 2027 up to 30th July, 2032,
liable to retire by rotation, at a remuneration not exceeding ?4,50,000/- (Rupees Four
Lakh Fifty Thousand Only) per month together with perquisites and allowances, on
the terms and conditions set out in the Notice convening the ensuing Annual
General Meeting. A Special Resolution seeking the approval of the Members in this
regard forms part of the said Notice, and the disclosures required under Schedule V
to the Companies Act, 2013 are set out in the Explanatory Statement annexed
thereto. The Board recommends the said Resolution for approval of the Members.

Pursuant to the provisions of Section 2 (51) and 203 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the following have designated as the Key Managerial Personnel of the
company:

15. MEETINGS OF THE BOARD:

The Meetings of the Board are held at regular intervals to discuss, deliberate and
decide on various business policies, strategies, governance, financial matters and
other businesses. During the year under review, the Board of Directors met 11 times.
The intervening gap between the meetings was within the period prescribed under
the Companies Act, 2013, Secretarial Standards - 1 (SS-1) issued by the Institute of
Company Secretaries of India and Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. For details, please refer to the report on
corporate governance, which forms part of this Annual Report in the form of
Annexure-ll.

• COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed
decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their
respective roles and defined scope in terms of the provisions of the Companies Act,
2013 & SEBI (LODR) Regulations 2015 read with rules framed thereunder:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders' Relationship Committee

Ý Complaints Committee for Sexual Harassment Complaints Redressal

Details of composition, terms of reference and number of meetings held for respecfive
committees given in the Report on Corporate Governance, which forms a part of this
Annual Report as Annexure-ll. During the year under review, the Board has accepted
all recommendations made by the various committees.

• MEETING OF INDEPENDENT DIRECTORS:

In terms of requirements of Schedule IV of the Companies Act, 2013, The Independent
Directors of your Company meef before fhe Board Meetings without the presence of
the Executive Chairman or the Managing Director or other Non-Independent Director
or Chief Financial Officer or any ofher Managemenf Personnel. The Independent
Directors of the Company met separately on to inter alia review the performance of
Non-Independent Directors (including the Chairman), the entire Board and the
quality, quantity and timeliness of fhe flow of information between the Management
and the Board. All the Independent directors were attended the meeting.

. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS/NON-EXECUTIVE
DIRECTORS:

All the Independent Directors of the Company are made aware of their roles and
responsibilities at the time of their appointment through a formal letter of
appointment, which also stipulates various terms and conditions of their
engagement. Executive Directors and Senior Management provide an overview of
the operations and familiarize the new Non-Executive Directors on matters related
to the Company's values and commitments. The Directors are provided with all the
documents to enable them to have a better understanding of the Company, its
various operations and the industry in which it operates. The Director is also
explained in detail the Compliance required from him/her under the Companies
Act, 2013, the Listing Regulations and other relevant regulations and affirmation
taken with respect to the same.

Pursuant to Regulation 25(7) of fhe Listing Regulations, the Company imparted
various familiarization programmes for its Directors including review of Industry
Outlook at the Board Meetings, Regulatory updates at Board and Audit Committee
Meetings covering changes with respect to the Companies Act, 2013, Listing
Regulations, Taxation and other matters. Presentations on Internal Control over
Financial Reporting, Operational Control over Financial Reporting, Prevention of
Insider Trading Regulafions, Framework for Related Party Transactions, Plant Visit,
Meeting with Senior Executive(s) of your Company, etc. Pursuant to Regulation 46 of
the Listing Regulations.

The details required are available on the website of your Company at

https://www.tirupatiforqe.com/file/lndependent%20Director%20Familiarisation%20

proqramme.pdf

The Company has framed a Nomination and Remuneration Policy for selection and
appointment of Directors including determining qualifications and independence of
a Director, Key Managerial Personnel (KMP), Senior Management Personnel and their
remuneration as part of its charter and other matters provided under Section 178(3)
of the Companies Act, 2013.

The Nomination and Remuneration Policy Policy has been placed on the website of
the Company at https://tirupatiforae.com/file/2025-

26/policies/Nomination Remuneration Policy .pdf

We affirm that the remuneration paid to Directors, senior management and other
employees is in accordance with the remuneration policy of the Company.

The salient features of the Policy are described as per below:

a) Policy on Appointment of Directors, Key Managerial Personnel and Senior
Management Personnel:

1. The policy is formulated to identify and ascertain the integrity, qualification,
expertise and experience of the person for appointment as Director, Key
Managerial Personnel and Senior Management personnel and recommend to the
Board for his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the
position he/ she is considered for appointment.

3. In case of appointment of Independent Director, the Committee shall satisfy itself
with regard to the independent nature of the Director vis-a-vis the Company to
enable the Board to discharge its function and duties effectively.

b) Policy on remuneration of Directors, KMP and Senior Management Personnel:

The Company’s remuneration policy is driven by the success and performance of
Directors, KMP and Senior Management Personnel vis-a-vis the Company. The
Company's philosophy is to align them with adequate compensation so that the
compensation is used as a strategic tool that helps us to attract, retain and motivate
highly talented individuals who are committed to the core value of the Company. The
Company follows mixed pay of fixed, benefits and performance based variable pay.
The Company pays remuneration by way of salary, benefits, perquisites and
allowance. The remuneration paid by the Company are within the salary scale
approved by the Board and Shareholders.

The details of remuneration paid during the financial year 2025-26 to the Directors of
the Company is provided in notes forming part of Financial Statements and given in
the Annexure-ll- Report on corporate Governance, which also part of the Annual
report.

17. CODE FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct to regulate, monitor and report
trading by designated persons and their immediate relatives as per the requirements
under the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. This Code of Conducf also includes code for practices and
procedures for fair disclosure of unpublished price sensitive information, which has
been available on the Company’s website at https://tirupatiforqe.com/file/2025-
26/policies/Code%20of%20Conduct%20for%20Prevention%20of%20lnsider%20Tradina
.pdf

18. POLICY ON BOARD DIVERSITY:

The Nomination and Remuneration committee has framed a policy for Board Diversity,
which lays down the criteria for appointment of Directors on the Board of your
Company and guides organization's approach to Board Diversity.

Your Company believes that, Board diversity basis the gender, race, age will help
build diversity of thought and will set the tone at the top. It is, therefore, imperative
that the Board consists of individuals who together offer an optimal mix of skills,
experiences and backgrounds. The Board of Directors is responsible for review of the
policy from time to time. Policy on Board Diversity has been placed on the Company's
website at https://tirupatiforae.com/file/2025-26/policies/Board Diversity Policv.pdf

19. POLICY FOR DETERMINATION OF MATERIALITY OF ANY EVENT/ INFORMATION:

This policy requires the Company to make disclosure of events or information, which
are material to the Company as per the requirements of Regulation 30 of the Listing
Regulations. Policy has been placed on the Company’s website at
https://tirupatiforae.com/file/2025-

26/policies/Policv%20on%20Determination%20of%20Materiality.pdf

20. POLICY FOR DETERMINING MATERIAL SUBSIDIARIES:

The policy is used to identify material subsidiaries of the Company and to provide a
governance framework for such material subsidiaries. Policy on determining Material
Subsidiaries has been placed on the Company’s website at

https://tirupatiforqe.com/fiie/2025-26/policies/Material Subsidiaries Policv.pdf

21. CODE OF CONDUCT:

The Board of your Company has laid down two separate Codes of Conduct, one for
all the Board Members and the other for Employees of the Company. This Code is the
central policy document, outlining the requirements that the employees working for
and with the Company must comply with, regardless of their location. Policy on code
of conduct has been placed on the Company’s website at
https://tirupatiforge.com/policies.php

22. ARCHIVAL POLICY:

As per the policy, the events or information which has been disclosed by the
Company to the Stock Exchanges pursuant to Regulation 30 of the Listing Regulations
shall be hosted on the website of the Company for a period of 5 years from the date
of hosting.

https://tirupatiforae.com/file/2025-26/policies/Preservation Archival Policv.pdf

?. ANNUAL EVALUATION OF DIRECTORS. BOARD AND COMMITTEE PERFORMANCE

In line with Corporate Governance of the company, the Board generally performs the
major roles such as give directions in the form of strategic decisions, provide control
and support through advice to the management of the company. It becomes
imperative to evaluate the performance of the board as they are perform their duties
on behalf of stakeholders and protection of their interest is supremacy of any
organization.

Further, the Board always emphasis the requirements of an effective Board Evaluation
process and accordingly conducts the Performance Evaluation every year in respect
of the following:

i. Board of Directors as a whole.

ii. Committees of the Board of Directors.

iii. Individual Directors including the Chairman of the Board of Directors.

Board Evaluation helps to identify areas for potential adjustment and provides an
opportunity to remind directors of the importance of group dynamics and effective
board and committee processes in fulfilling board and committee responsibilities.

The Main object of performance evaluation defined as per the below:

1. Improving the performance of Board towards corporate goals and objectives.

2. Assessing the balance of skills, knowledge and experience on the Board.

3. Identifying the areas of concern and areas to be focused for improvement.

4. Identifying and creating awareness about the role of Directors individually and
collectively as Board.

5. Building Teamwork among Board members.

?. Effective Coordination between Board and Management.

7. Overall growth of the organization.

Performance evaluation of the Board based on criteria such as composition and role
of the Board, Board communication and relationships, functioning of Board
Committees, review of performance of Executive Directors, succession planning,
strategic planning, etc.

Performance evaluation of Committees based on criteria such as adequate
independence of each Committee, frequency of meetings and time allocated for
discussions at meetings, functioning of Board Committees and effectiveness of its
advice/recommendation to the Board, etc.

The meeting of Independent Directors held separately 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 Director. The same was discussed in the Board Meeting that
followed the meeting of the independent directors, at which the performance of the
Board, its Committee sand Individual Directors was also discussed. The entire board,
excluding the independent director being evaluated, did performance evaluation of
Independent Directors.

23. REMUNERATION OF DIRECTORS AND EMPLOYEES:

Pursuant to Section 134(3) (q) and Section 197 (12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for
the year ended March 31, 2026 and forming part of the Directors' Report for the said
financial year is provided in “Annexure-lll”.

24. PARTICULARS OF EMPLOYEES:

The Company has no employee who is in receipt of remuneration of Rs. 8,50,000/- per
month or Rs. 1,02,00,000/- per annum and hence the Company is not required to give
information under sub-Rule 2 and 3 of Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

25. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual accounts for the financial year ended March
31, 2026, the applicable accounting standards had been followed and there
were no material departures;

b. They have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company as at 31^st March, 2026
and of the profit of the Company for that period;

c. 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. The annual accounts have been prepared on a going concern basis;

e. They have laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and are operating
effectively.

f. The Directors had devised proper systems to ensure compliance with the

provisions of all applicable laws and that such systems are adequate and
operating effectively.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System including Internal Financial Controls,
commensurate with the size, scale and complexity of its operations as approved by
the Audit Committee and the Board. The Company maintains a system of internal
controls designed to provide reasonable assurance regarding:

• Effectiveness and efficiency of operations.

• Adequacy of safeguards for assets.

• Reliability of financial controls.

• Compliance with applicable laws and regulations.

The Company recognizes that the Internal Financial Controls cannot provide absolute
assurance of achieving financial, operational and compliance reporting objectives
because of its inherent limitations. In addition, projections of any evaluation of the
Internal Financial Controls to future periods are subject to the risk that the Internal
Financial Controls may become inadequate because of changes in conditions or that
the degree of compliance with the policies or procedures may deteriorate.

Further, the Internal Financial Control framework is under constant supervision of Audit
Committee, Board of Directors and Independent Statutory Auditors. During the year,
no reportable material weakness in the design or operations was observed. The
stakeholder may refer to the Audit report for comment on internal control system and
their adequacy.

27. Frauds reported bv the Auditor:

During the year under review, the Statutory Auditors and Secretarial Auditor have not
reported any instances of frauds committed in the Company by its Officers or
Employees, to the Audit Committee under Section 143( 12) of the Act, details of which
needs to be mentioned in Director’s Report.

28. PUBLIC DEPOSITS

During the year under review, the Company has not accepted deposits within the
meaning of Section 73 to 76 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014. The stakeholders may refer notes to the
financial statements and audit report part of this report.

29. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND
SECURITIES PROVIDED:

The Company have not given any loans, made investments, given guarantees, or
provided securities, directly or indirectly, to any person or body corporate during the
year under review pursuant to the provisions of Section 186 of Companies Act, 2013.
Further, it has not acquired by way of subscription, purchase or otherwise, the
securities of any other body corporate and thus disclosures under Section 186 not
required. The stakeholders may refer notes to the financial statements in this regard.

The Company has not advanced any loan to any of its Directors or any other person
in whom the Director is interested or given any guarantee or provided any security in
connection with any loan taken by him/her in terms of Section 185 of the Companies
Act, 2013.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

> Your board of directors informs that the Company has historically adopted the
practice of undertaking related party transactions only in the ordinary and normal
course of business and at arm’s length as part of its philosophy of adhering to
highest ethical standards, transparency and accountability.

> There were no materially significant related party transactions with the Promoters,
Directors and Key Managerial Personnel, which may have a potential conflict with
the interest of the Company at large.

> The transactions entered into by the Company with its related parties were
undertaken at arm's length basis and were not material in nature. Accordingly,
the details of such transactions are not required to be reported in Form AOC-2
under the applicable provisions of the Companies Act, 2013. The relevant details
of the related party transactions have, however, been duly disclosed in Note to
the Financial Statements.

> In line with the provisions of the Companies Act, 2013 and the Listing Regulations,
the Board has approved a policy on related party transactions. A policy on
related party transactions has been placed on the Company's website at
https://tirupatiforqe.com/file/2025-

26/policies/Related Party Transaction Policv.pdf Member may refer to note no.
32 and 33 to the standalone and consolidated financial statement respectively,
which sets out related party disclosures pursuant to IND AS-24.

> Pursuant to Regulation 23(9) of SEBI Listing Obligation and Disclosure Requirements]
Rules, 2015, your Company has filed the reports on related party transactions with
the Stock Exchange [National Stock Exchange of India Limited].

r- The Justification for entering into the Related Party Transaction is provided at
“Annexure-VI" attached with this report and forming part of the Report.

31. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
fPREVENTION. PROHIBITION & REDRESSAL1 ACT. 2013:

Your Company is committed to promote a safe and professional work environment
that fosters teamwork, diversity and trust across. Your Company has in place a policy
for prevention of sexual harassment in accordance with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013.

Your Company has constituted its Internal Complaints Committees, set up to redress
complaints received in regards to sexual harassment at workplace.

During the year under review, no complaints with allegations of sexual harassment
were received as per the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and outgo as required under Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are as stated
below:

(A) Conservation of energy-

Your Company is committed to sustainable business practices by contributing to
environment protection and considers energy conservation as one of the strong pillars
of preserving natural resources. This also helps in reducing carbon footprint across all
its operations and improve the bottom-line under our 'Mission Sustainability’.

(i) The steps taken or impact on conservation of energy:-

The Company applies strict control system to monitor day-to-day power
consumption in an effort to save energy. The Company ensures optimal use of energy
with minimum extent of wastage as far as possible.

(ii) The steps taken by the company for utilizing alternate sources of energy;

The Company has not taken any step for utilizing alternate source of energy.

(iii) The capital investment on energy conservation equipment;

During the year under review, the Company has not made any capital investment on
energy conservation equipment.

(B) Technology absorption-

Your Company is committed towards technology driven innovation and inculcating
an innovation driven culture within the organization. Your Company continued to
work on advanced technologies, upgrade of existing technology and capability
development in the critical areas for current and future growth.

(i) The efforts made towards technology absorption;

The Company has not made any special effort towards technology absorption.
However, company has always prepared for update its factory for new technology.

(ii) The benefits derived like product improvement, cost reduction, product
development or import substitution: Not applicable

(iii) In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year: Not applicable

(iv) The details of technology imported: Not applicable

(v) The year of import: Not applicable

(vi) Whether the technology been fully absorbed: Not applicable

(vii) If not fully absorbed, areas where absorption has not taken place, and the
reasons thereof: Nof applicable

(viii) The expenditure incurred on Research and Development- Not applicable

(C) Foreign exchange earnings and Outgo-

33. RISK MANAGEMENT:

The Company is exposed to various potential risks like Economical Risk,
Compliance Risk, Operational Risk, Environmental Risk and Financial Risk. The
Company has in place a mechanism to identify, assess, monitor and mitigate
various risks to key business objectives. Major risks identified by the businesses
and functions are systematically addressed through mitigating actions on a
continuing basis. If any weaknesses identified in the process of review, the
same are addressed to strengthen the internal controls, which are also revised
at frequent intervals.

The elements of risk as identified by the Company with the impact and
mitigation strategy are set out in the Management Discussion and Analysis
Report.

The Risk Management Policy has been placed on the website of the Company at
https://tirupatiforae.com/file/2025-26/policies/Risk Management Policv.pdf

34. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BROWSER PLOICY FOR
DIRECTORS AND EMPLOYEES:

As per the provisions of Section 177 (9) and (10) of fhe Companies Act, 2013, read with
Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, Regulation
22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has established a vigil mechanism through which employees and business
associates may report unethical behavior, wrong doing, malpractices, fraud, violation
of Company’s code of conduct, leak or suspected leak of unpublished price sensitive
information without fear of reprisal.

The Audit Committee reviews the functioning of the Vigil Mechanism from time to
time. None of the Directors or employees has been denied access to the Audit
Committee of the Board.

The Policy provides that the Company investigates such reported matters in an
impartial manner and takes appropriate action to ensure that requisite standards of
confidentiality, professional and ethical conduct are always upheld. During the FY
2025-26, no complaint received under Whistle Blower Policy.

The policy on vigil mechanism of the company is also available on the website of the
company https://tirupatiforqe.com/file/2025-

26/policies/WhistleBlower Policy Formatted.pdf

35. MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS:

There were no significant and material Orders passed by the Regulators or Courts or
Tribunals, which would impact the going concern status and Company's operations
in future.

36. ANNUAL RETURN:

Pursuant to the provision of Section 134(3(a) and Section 92(3) of the Act and Rule 12
of the Companies (Management and Administration) Rules, 2014, the Annual Return
for F.Y. 2025-26 is uploaded on the website of the Company at www.tirupatiforqe.com.

37. AUDITORS:A. STATUTORY AUDITORS:

> M/s Kamlesh Rathod & Associates, Chartered Accountants (Firm Registration No.
117930W) were appointed as statutory auditor of the company for the first term
to hold office for a period of 5 years starting from conclusion of 10^th Annual
General Meeting until the conclusion of the 15^th Annual General Meeting of the
company to be held in the year of 2027.

> The Statutory Auditors M/s Kamlesh Rathod & Associates, Chartered Accountants,
[ICAI Firm Registration No. 124872W] have issued their reports on Financial
Statements for the year ended March 31,2024. There are no adverse remarks or
qualifications in the said report. The Notes on Accounts referred to in the Auditors'
Report are self-explanatory and do not call for any further comments.

> As required under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Auditors have also confirmed that they hold a valid
certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India.

> Pursuant to Section 141 of the Act, the Auditors have represented that they are
not disqualified and eligible to act as the Auditor of the Company and not taken
up any prohibited non-audit assignments for the Company.

B. INTERNAL AUDITOR:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and The
Companies (Accounts) Rules, 2014, during the year under review the Internal Audit of
the functions and activities of the Company was undertaken by M/s. M. B. SARDHARA
& ASSOCIATES (FRN: 127974W & Membership No: 120837), the Internal Auditors of the
Company. There were no adverse remarks or qualification on accounts of the
Company from the Internal Auditors.

The Board of Directors of the Company has re-appointed M/s. M. B. SARDHARA &
ASSOCIATES (FRN: 127974W & Membership No: 120837) to conduct the Internal Audit
as per Rule 13 of the Companies (Accounts) Rules, 2014 prescribed under Section 138
of the Companies Act, 2013 for the financial year 2025-26 to 2027-28 .

C. SECRETARIAL AUDITOR
Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI
Listing Regulations, the Secretarial Audit Report for the financial year ended 31 March
2026, issued by CS Piyush Jethva, Practicing Company Secretary, in Form MR-3 is
annexed to this Report as Annexure-V.

The Secretarial Audit Report does not contain any qualification or adverse remark,
however, The Secretarial Auditor has made certain suggestions and
recommendations for strengthening and improving the Company’s compliance
processes. The Board has taken note of the same and advised the Management to
take appropriate steps to ensure better and timely compliance with the applicable
statutory and regulatory requirements.

The Annual Secretarial Compliance Report for the year under review also does not
contain any observation, qualification or adverse remark.

E. COST AUDITOR

As per the provisions of Section 148 of the Companies Act, 2013, and the rules made
thereunder, the cost audit is applicable to our Company, and accordingly, the Board
of Directors has approved the appointment of M/s. Mitesh Suvagiya & Co, Cost
Accountants, Rajkot, as the Cost Auditors to conduct the cost audit for the financial
year 2025-26.

38. SECRETARIAL STANDARDS:

Your Company is in compliance with the applicable Secretarial Standards issued by
the Institute of Company Secretaries of India.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review, as
stipulated under Regulation 34(2) (e) of SEBI (LODR) Regulafions is presented in a
separate section as Annexure-VIforming part of the Annual Report.

40. CORPORATE GOVERNANCE:

At Tirupati Forge, we are committed to continuously evolving and adhering to the
highest standards of corporate governance. We believe that sound governance
practices are not only essential for enhancing long-term shareholder value but also
play a vital role in safeguarding the rights and interests of minority shareholders. We
view it as our core responsibility to ensure timely, transparent, and accurate disclosure
of all material information concerning the Company's operations, financial
performance, leadership, and governance framework.

In accordance with the requirements under Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate
Governance forms an integral part of this Annual Report. This report outlines the
governance practices, board structure, committee functions, and compliance
measures adopted by the Company during the year under review.

Additionally, a certificate issued by Mr. Piyush Jethva, a Practicing Company
Secretary, confirming the Company’s compliance with the conditions of corporate
governance as stipulated under the SEBI Listing Regulations is annexed to this Report.
The detailed Corporate Governance Report is attached herewith as Annexure II.

41. Corporate Social Responsibility:

In accordance with the provisions of the Companies Act, 2013, the Board has
constituted a Corporate Social Responsibility (“CSR”) Committee. Details of
composition and meetings of the committee along with terms of reference is part of
corporate governance report as Annexure-ll.

During the financial year 2025-26, the Company fulfilled its CSR obligation in
compliance with the provisions of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility Policy) Rules, 2014. The CSR obligation for the year
amounted to ? 21,00,866.94/-. Against this, the Company spent ? 21,00,800.00/- during
the year and adjusted an excess amount of ? 1,06,684.40/- carried forward from the
previous year, thereby meeting the total CSR requirement. The Annual Report on CSR
activities undertaken during the year, prepared in accordance with the applicable
provisions is annexed as Annexure-VII to this Report. The Company has successfully
completed its CSR obligation for the financial year 2025-26.

Further, the Chief Financial Officer of your Company has certified that CSR spends of
your Company for the FY 2025-26 have been used for the purpose and in the manner
approved by the Board of the Company.

The CSR policy is available on the website of the Company at

https://tirupatifprae.com/file/2025-267pplicies/Corpprate%20Social%20Responsibilitv%20Policv.pdf

42. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT fBRSRI:

Pursuant to Regulation 34 (2) (f) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)Regulations, 2015, The Business Responsibility
and Sustainability Report ("BRSR”) for the year ended 31^st March, 2026 is not
applicable to the company.

43. GENERAL DISCLOSURE:

The Directors state that no disclosure or reporting is required in respect of the
following items, as there were no transactions/events related to these items during
the financial year under review:

1. There was no revision made in Financial Statements or the Board's Report of the
Company;

2. The Company has not come up with any Right issue, Qualified Institutional
Placement, Issue of Employee Stock Options, Issue of Sweat Equity Shares, Issue of
Debentures, issue of Bonds etc.

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

4. Made any change in voting rights;

5. Suspension of trading of equity shares of the Company;

6. One time settlement of loan obtained from the Banks or Financial Institutions;

7. No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016 was
made against the Company during the financial year under review nor are there
any pending proceedings for the same.

44. APPRECIATION AND ACKNOWLEDGEMENTS:

We thank our employees, core contributors to our goodwill and growth, for their
dedicated efforts and unwavering commitment in achieving our shared goals and
helping us to navigate every challenge.

The Directors likes to take this opportunity to thanks Shareholders, customers, vendors,
dealers, suppliers, Bankers, government authorities for the support, encouragement
and their confidence in the management during the year.

By and on behalf of
HR UP ATI FORGE LIMITEDSD/-

Hiteshkumar G. Thummar
Chairman & Managing Director
[DIN: 02112952]

Date: 24^th August, 2026
Place: Hadamtala (Rajkot)