It gives me immense pleasure to present the 37^th Board's Report, on behalf of the Board of Directors (the "Board")
of the Company, along with the Balance Sheet, Profit and Loss account and Cash Flow statements, for the financial
year ended March 31, 2025

FINANCIAL INFORMATION:

(Amount in Lakhs)

BUSINESS OPERATIONS AND STATE OF AFFAIRS:

During the year under review, the Company has reported the Profit before Depreciation & Tax is Rs. 133.18 Lakhs
as against a Profit of Rs. 11.79 Lakhs in the previous year. The Profit after tax is Rs. 99.58 Lakhs as against a Profit
of Rs. 8.84 Lakhs in the previous year.

FINANCIAL STATEMENTS:

The Company has prepared the Annual Audited Financial Statements for the financial year ended 31st March 2025
in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the
Companies Act, 2013 ("the Act").

In accordance with the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), the Annual Audited Financial Statements for the financial
year ended 31 March 2025, together with Report of Auditors' thereon, forms part of this annual report.

DIVIDEND:

Considering the need to conserve cash, your Board of Directors has not recommended any dividend on the equity
shares of the Company for the financial year 2024-2025.

RESERVE:

The Company does not propose to transfer any amount to the General Reserve out of the amount available for
appropriations for the financial year 2024-25.

SHARE CAPITAL:

Authorized Share Capital:

The Authorized Share Capital of the Company as on 31^st March, 2025 is Rs. 99,00,00,000/- (Rupees Ninety Nine
Crores only) consisting of 9,90,00,000 (Nine Crores Ninety Lakh only) Equity Shares of Rs.10/ - (Rupees Ten only)
each.

** on March 22, 2025, The Board of Director approved the increase in Authorised Share capital of the Company
from ^30,00,00,000/- (Rupees Thirty Crore only) divided into 3,00,00,000 (Three Crore) equity shares of ? 10/-
(Rupees Ten only) each by creation of additional ^6,90,00,000/- (Rupees Six Crore Ninety Lakh) equity shares of ?
10/- (Rupees Ten only) each.

Issued & Subscribed Share Capital:

The Issued & Subscribed Capital of the Company as at 31^st March, 2025 is Rs. 24,44,35,000/- (Rupees Twenty-Four
Crore Forty-Four Lakhs Thirty-Five Thousand only) divided into 2,44,43,500 (Two Crores Forty-Four Lakhs Forty-
Three Thousand Five Hundred) Equity Shares of Rs. 10/- Rupees Ten only) each.

AUDITORS AND THEIR REPORTS:

Statutory Auditor:

M/s. Rawka & Associates, Chartered Accountants (FRN: 021606C) is appointed as the Statutory Auditors of the
Company by the members at their 35^th Annual General Meeting held on 29^th September, 2023 to hold the office for
a period of 5 (five) years till the conclusion of the 40^th Annual General Meeting to be held in the Financial Year 2028
as per the provisions of Section 139 of the Companies Act, 2013. However, M/s Rawka & Associates (FRN:
021606C) resigned as statutory auditor of the company w.e.f. August 12,2025.

M/S. Chandabhoy & Jassobhoy Chartered Accountants Appointed as Statutory Auditors of The Company has Firm
Registration No.101648W, until the conclusion of this next Annual General Meeting of the Company to Fill Up
Casual Vacancy Caused Due to Resignation of Rawka & Associates. Chartered Accountants.

In accordance with the Companies Amendment Act, 2017, enforced on May 7, 2018 by the Ministry of Corporate
Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. In
view of such omission of proviso, agenda item relating to ratification of Statutory Auditors is not included in the
Notice of ensuing Annual General Meeting.

Auditors' Report:

The Board has appointed M/ s. Rawka & Associates , Chartered Accountants to conduct the Statutory Audit for the
year 2024-25. There are no qualifications or adverse remarks in the Auditors' Report which require any
clarification/explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.
Further the Auditors' Report for the financial year ended, 31st March, 2025 is annexed herewith for your kind
perusal and information.

Secretarial Auditor:

In terms of Section 204(1) of Companies Act, 2013, read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, Regulation 24A of the SEBI (LODR) Regulations, 2015 (as amended), and other
applicable provisions, consent of the members be and is hereby accorded for the appointment of M/ s Vishakha
Agrawal & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company to conduct
Secretarial Audit for a term of five (5) consecutive years, commencing from FY 2025 -26 to FY 2029-30
Pursuant to the provisions of Section 204 of the Act, and the rules made thereunder, the Company has appointed
M/s JCA & Co. to undertake the Secretarial Audit of the Company. Secretarial Audit Reports for FY 2024-25 of the
Company is annexed, which forms part of this report as Annexure-I.

There are no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company.

Internal Auditor:

M/s. Mohandas & Co., Chartered Accountant, (Firm Registration Number - 106529W) are the Internal Auditors
of the Company and they have submitted the Internal Auditors Report for the current year 2025-26 as per the
requirement of the Act.

The Internal Auditor has not reported any qualification, reservation or adverse opinion during the period under
review.

DEPOSITS:

The Company has not accepted any deposits during the financial year as defined Section 73 of the Companies Act,
2013 read with Companies (Acceptance of Deposits) Rules, 2014; hence there is no default of re-payment, and any
unpaid / unclaimed deposits, as on 31st March, 2025.

Hence, the requirement of providing details relating to deposits as also of deposits which are not in compliance
with Chapter V of the Act is not applicable.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no material change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the
going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the Company which have
occurred between the end of the financial year under review and the date of this Report, except as stated below:

Rights Issue:

On April 16, 2025, the Board of Directors of the Company had passed a resolution to initiate a Rights Issue of equity
shares in order to strengthen the capital base and fund future business expansion. However, due to non¬
subscription of the issue by the shareholders, the Rights Issue was subsequently withdrawn.

Diversification of Business Activities and Change of Name:

During the year under review, the Company has diversified its scope of operations and altered its main objects to
include new lines of business, inter alia, gold mining, real estate, and agriculture. In line with this strategic shift
and to ensure that the corporate identity of the Company is aligned with its broadened business focus and long¬
term vision, the Company now intends to change its name to more appropriately reflect its revised business
activities and future direction. Necessary steps in this regard are being initiated in compliance with applicable laws
and regulations.

MANAGEMENT DISCUSSION & ANALYSIS:

As required under Regulation 34 read with Schedule V (B) of SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018, report on "Management Discussion and Analysis" is attached as
Annexure-II and forms a part of this Report.

CORPORATE GOVERNANCE:

A report on Corporate Governance is attached as Annexure-III and forms part of this report. The Company has
complied with the conditions relating to Corporate Governance as stipulated in Regulation 27 of SEBI (Listing
Obligation & Disclosure Requirements) Regulations, 2015.

PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, the Company does not have any Subsidiary, Joint Ventures and Associate Company.
Therefore, Form AOC-1 for statement containing salient features of the financial statement of subsidiaries or
associate companies or joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of
Companies (Accounts) Rules, 2014 is Not Applicable.

DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP):

The Board of the Company is optimum combination of Directors to meet the criteria as specified Regulation 17 of
the SEBI LODR. The Company also have KMPs as specified under Section 203 of the Act and relevant regulations
of SEBI LODR. Details of Directors and KMPs during the FY 2024-25 and the date of this Report are as follows:

Notes:

1. Mrs. Namita Kudkar resigned from the post of Independent Director w. e. f. August 12, 2024

2. Atul Subhash Pawar resigned from the post of Non-Executive Director w. e. f. August 12, 2024

3. Pramod Gopal Behere resigned from the post of Non-Executive Director / Chairman w. e. f. August 19, 2024.

4. Savita Anup Patil resigned from the post of Independent Director w. e. f. August 19, 2024.

5. Sakshi Chopra resigned from the post of Company Secretary and Compliance Officer w.e.f. August 28, 2024

6. Chander Prakash Sharma resigned from the post of Non-Executive Director / Chairman w. e. f. December 03,
2024.

7. Avinash Anil Ghorpade resigned from the post of Managing Director & Chief Financial Officer w. e. f. December
03, 2024.

8. Atul Tyagi resigned from the post of Executive Director w. e. f. December 04, 2024.

9. Mala Singh resigned from the post of Independent Director w. e. f. December 10, 2024

10. Satish P. Molashi resigned from the post of Independent Director w. e. f. December 10, 2024.

11. Arunkumar Tyagi resigned from the post of Non-Executive Director w. e. f. December 27, 2024.

12. Kunj Yogeshbhai Patel resigned from the post of Non-Executive Director & Independent Director
w. e. f. August 27, 2025

13. harsh Pravinkumar Patel resigned from the post of Non-Executive Director & Non Independent Director w. e.
f. August 27, 2025

DIRECTORS RESPONSIBILITY STATEMENT:

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

• In the preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures.

• The Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company at
the end of the financial year and of the profit and loss of the company for that period.

• The Directors have 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.

• The Directors have prepared the annual accounts on a going concern basis.

• The Directors have laid down proper Internal Financial Controls ("IFC") and such IFC are adequate and were
operating effectively.

• The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

Declaration/Disclosures of Directors proposed to be appointed / re-appointed:

None of the directors of the company are disqualified under the provisions of the Companies Act, 2013 or under
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Directors have made necessary disclosures as required under the various provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETINGS OF BOARD OF DIRECTORS & COMPOSITION OF COMMITTEES:

During the year under Review, the Board met 15( Fifteen ) times.

The intervening gap between the meeting was within the period prescribed under the Companies Act 2013.

Board Meeting Dates are Finalized in Consultation with all Director and Agenda paper backed up by the
Comprehensive notes and Detailed background information are circulated well in advance before the date of the
meeting thereby enabling the Board to take information decision

Following is the Attendance of the each of the Director at the Board Meeting held during the period under review

Statement of Attendance of Directors at the Board Meeting, Last Annual General Meeting and Number of as on the
date of this report as follows:

DETAILS OF THE COMMITTEE:

Audit Committee:

The Audit Committee is constituted in accordance with the provisions of Regulation 18 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of The Companies Act, 2013.
The Company has in place a qualified and independent Audit Committee. The role of the Audit Committee includes
the powers as stipulated in LODR read with Section 177 of the Act.

The Audit Committee Consist of the following member as on march 31^st 2025

i. Kunj Yogeshbhai Patel

ii. Harsh Pravinbhai Patel

iii Kiran Parsotambhai Makhecha

During the year under review, audit committee met Five (5) times. Details of composition, committee meetings and
attendance of members are as follows:

Stakeholders Relationship Committee:

The Stakeholder Relationship Committee is constituted in accordance with the provisions of Regulation 20 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Act. The
role of the Stakeholders Relationship Committee includes the powers as stipulated in LODR read with Section 178
of the Act.

The Audit Committee Consist of the following member as on march 31^st 2025

i. kunj yogoshbhai Patel

ii. Harsh Pravinbhai Patel

iii Ashishbhai Jentilal Bechara

During the year under review, Stakeholder Relationship Committee met 5 (Five) times. Details of composition,
committee meetings and attendance of members are as follows:

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is constituted in compliance with the requirements under
Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section
178 of the Act.

The Audit Committee Consist of the following member as on march 31^st 2025

i. Kunj Yogeshbhai Patel

ii. Harsh Pravinbhai Patel

iii. Kiran Parsotambhai Makhecha

During the year under review, Nomination and Remuneration committee met 7 (Seven) time. Details of

composition, committee meetings and attendance of members are as follows:

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

Company has been following well laid down policy on appointment and remuneration of Directors, KMP and
Senior Management Personnel. The appointments of Directors are made pursuant to the recommendation of
Nomination and Remuneration Committee.

The remuneration of Executive Directors comprises of Basic Salary and Perquisites and follows applicable
requirements of the Companies Act, 2013. Approval of shareholders and the Central Government, if so required,
for payment of remuneration to Executive Directors is sought, from time to time.

BOARDS 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 Act and SEBI LODR. In a separate meeting of Independent
Directors, performance of Non-Independent directors, the Board as a whole and Chairman of the Company was
evaluated, 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.

DECLARATION BY INDEPENDENT DIRECTORS:

The company has received declarations from all the Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed under section 149 (7) of the Companies Act, 2013 and Regulation
16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DISCLOSURE UNDER SECRETARIAL STANDARDS:

Applicable Secretarial Standards i.e. SS-1 and SS-2 relating to 'Meeting of the Board of Directors' and 'General
Meetings', respectively, have been duly followed by the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the company has formulated a
Policy on Related Party Transactions as approved by the Board of Directors which is also available on the
Company's website https://tirupatityre.com/ and the same is considered for the purpose of identification and
monitoring Related Party transactions.

During the year under review, the Company has not entered any contracts or arrangement with its related parties
referred to in Section 188(1) of the Companies Act, 2013.

Disclosures in Form AOC-2 pertaining to material contract and arrangement in terms of Section 134(3)(h) of the
Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules 2014, is included in this report as
"Annexure - IV" and forms an integral part of this report.

FRAUD REPORTING BY AUDITOR:

During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any instances
of frauds committed by the Company by its officers or employees to the audit committee under section 143(12) of
the Companies Act, 2013, details of which needs to be mentioned in the Annual Report.

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

The disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo as required pursuant to provisions of Section 134(3)(m) of the Act, read with the Rules made
thereunder, is annexed herewith as Annexure-V and forming part of the report.

HUMAN RESOURCE, HEALTH & SAFETY:

The Company takes pride in its human capital, which comprises people from diverse backgrounds and cultures.
Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to
remain at the forefront.

Your Company has unflinching commitment and ensures that despite the challenges, the highly efficacious
medicines manufactured by the Company were made available across the world. The Company gives paramount
importance to safety, security and well-being of its human resources and maintains highest standards of health and
safety in all aspects.

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE ACT:

The particulars of loans, guarantees and investments have been disclosed in the financial statements for the
financial year 2024-25 which forms an integral Part of this annual report.

INTERNAL CONTROL SYSTEMS AND ADEQUACY:

Your Company has a robust and reliable system of internal controls commensurate with the nature of the business,
and the scale and complexity of operations. The Company has adopted policies and procedures covering all
financial, operating and compliance functions. The management is committed to ensure an effective internal
control environment, commensurate with the size and complexity of the business, which provides an

assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Pursuant to Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, details/information's related to the remuneration of Directors, Key Managerial
Personnel and Employees are set out in "Annexure -VI" to this Report.

CERTIFICATE ON COMPLIANCE OF CORPORATE GOVERNANCE:

A Certificate of the Secretarial Auditor confirming its compliance with the conditions of Corporate Governance
stipulated under the SEBI (LODR) Regulations, 2015 is attached as Annexure-VII.

MANAGING DIRECTOR AND CFO CERTIFICATION ON FINANCIAL STATEMENTS:

A Certificate of the Managing Director and CFO of the Company in terms of Listing Regulations, inter alia,
confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control
measures and reporting of matters to the Audit Committee, is also annexed as Annexure- VIII.

CERTIFICATE ON DIRECTOR DEBARMENT OR DISQUALIFICATION:

A Certificate of the Auditor on verification of Debarment or Disqualification of Directors pursuant to Regulation
34 (3) read with Para C (10)(i) of Schedule V of the Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is attached as Annexure-IX.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

For the financial year 2024-25, the provision of Section 135 of the Companies Act, 2013 was not applicable on the
Company. Therefore, the Company has not made any contribution towards CSR expenditure.

POLICY ON NOMINATION AND REMUNERATION:

Policy on Directors' appointment and remuneration is to follow the criteria as laid down under the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons
from diverse fields or professions. The Remuneration Policy is uploaded on the Company website
https:// tirupatityre.com/.

VIGIL MECHANISM:

The Board of Directors of the Company had adopted the Whistle Blower Policy in compliance with the provisions
of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. A mechanism has been established for employees to report concerns about
unethical behavior, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for
adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access
to the Chairperson of the Audit Committee in exceptional cases.

The Audit Committee reviews periodically the functioning of whistle blower mechanism. No complaints have been
received during the Financial Year ended 31^st March, 2025. No personnel have been denied access to the Audit
Committee during the Financial Year ended 31^st March, 2025.

A copy of the Whistle Blower Policy is available in the company's website i.e. https:/ / tirupatityre.com/

POLICY AGAINST SEXUAL HARASSMENT:

The Company is committed to creating a healthy working environment that enables employees to work without
fear of prejudice and gender bias. The Company has formulated Policy on prevention, prohibition and redressal of
sexual harassment of women at workplaces in accordance with The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act 2013. Your Company has a robust mechanism in place to redress
complaints reported under it if any.

During the year under review, the Company has not received any complaints in this regard.

PARTICIPATION IN THE GREEN INITIATIVE:

Our Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of
Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the
Members are requested to join the said program by sending their preferred e-mail addresses to their Depository
Participant.

ACKNOWLEDGEMENTS AND APPRECIATION:

The Board takes this opportunity to thank all farmers, consumers, customers, vendors, investors, bankers and
Statutory Authorities for their continued support during the year. The Board also wishes to place on record its
sincere appreciation of the effort/ contribution made by its employees at all levels for their hard work, dedication
and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain
an industry leader. The Company's consistent growth was made possible by their hard work, solidarity,
cooperation and support and look forward to their continued support in the future.

By Order of the Board
For Tirupati Tyres Limited

Sd/- Sd/-

Pavankumar Patel Ashishbhai J bechara

Managing Director & CFO Director

DIN: 10856066 DIN: 10856071

Date: September 01, 2025
Place: Mumbai