The Board of Directors hereby presents the 43^rd Annual Report on the business and operations of your Company for the year ended
March 31, 2025.

(' In lakhs)

COMPANY OPERATIONS AND FINANCIAL PERFORMANCE

The standalone total income increased from '473.51 lakhs to '11,069.58 lakhs, an increase of 2,237.9% over the previous financial year.
The standalone Profit After Tax decreased from '46.91 lakhs to ' (83.12) lakhs, a decline of 277.2% over the previous financial year.

TRANSFERRED TO RESERVE

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

DIVIDEND

The Directors do not recommend payment of any dividend on the Equity Shares for the financial year ended March 31, 2025, to conserve
capital for future growth and business expansion.

SHARE CAPITAL

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

The present Issued, Subscribed & Paid-up Capital of the Company is ' 5,31,17,250 divided into 5,31,17,25 Equity Shares of ' 10.00 each.
During the year under review, no change took place in the authorized and of the Company. There is change in the paid-up capital of the
company from ' 4,94,42,250 divided into 49,44,225 Equity Shares of ' 10.00 each to ' 5,31,17,250 divided into 5,31,17,25 Equity Shares
of '10.00 each.

The Company has allotted a total of 3,67,500 equity shares pursuant to the exercise of options granted under its Employee Stock Option
Plan (ESOP), at an exercise price of '20/- per share. The in-principle approval for the allotment of equity shares under the Employee
Stock Option Plan (ESOP) has not been granted by BSE LTD.

CHANGE IN NATURE OF BUSINESS

Due to a directive order from the Reserve Bank of India, communicated via letter dated May 19, 2025, the Company has been instructed
to immediately cease its Non-Banking Financial Institution (NBFI) activities. Consequently, there has been a change in the nature of
the Company's business.

PUBLIC DEPOSITS

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

ACCOUNTING POLICIES

The Financial Statements of your Company have been prepared in accordance with the Generally Accepted Accounting Principles in India
(Indian GAAP) to comply with the Indian Accounting Standards (IND AS) and the relevant provisions of the Companies Act, 2013 and
rules made therein, as applicable and guidelines issued by the Securities and Exchange Board of India (SEBI). Accounting policies have
been consistently applied except where a newly issued accounting standard if initially adopted or a revision to an existing accounting
standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting
standards on an ongoing basis.

MATERIAL CHANGES AND COMMITMENTS

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

DETAILS OF SUBSIDIARY/ASSOCIATE COMPANY/ JOINT VENTURE

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Board of the Company comprises six (6) Directors viz., two (2) executive directors, two (2) non-executive
independent directors, two (2) non-executive non-independent directors.

Details of Directors appointed, re-appointed, change in designation or resigned
Appointment/re-appointment, change in designation:

• Mr. Tejas Chandravadan Trivedi (DIN: 11216768) appointed as Additional Director in category of Non-Executive Independent Director
w.e.f August 11, 2025.

• Mr. Arvind Jethalal Gala (DIN: 02392119) change in designation from Non-Executive Independent Director to Non-Executive Non¬
Independent Director w.e.f May 29, 2025

Resignation:

• Mr. Dhaval Babubhai Parekh (DIN: 09636606) resigned as an Non-Executive - Non-Independent Director w.e.f July 01, 2025.

• Mr. Ameya Dhananjay Bodas resigned as an Company Secretary and Compliance Officer w.e.f May 29, 2025.

Change in Board

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

Retirement by rotation and subsequent re-appointment

Mrs. Sheetal Mitesh Shah (DIN: 08364948), Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting,
pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force),
and being eligible have offered himself for re-appointment.

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

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations") and Secretarial Standard, of the person seeking re-appointment/ appointment as director are also provided
in Notes to the Notice convening the 43^rd Annual General meeting.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act, 2013, the Company has Mrs. Sheetal Mitesh Shah, Mrs. Bansri Bhavesh Dedhia
and Mr. Ameya Bodas are acting as Chief Financial Officer, Chief Executive Officer and Company Secretary respectively. Mr. Ameya
Bodas resigned from the position of Company Secretary w.e.f May 29, 2025.

DETAILS OF BOARD MEETINGS

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

During the financial year 2024-25, 5 (Five) number of Board meetings were held on, May 20, 2024, August 14, 2024, August 26, 2024,
November 15, 2024 and February 11, 2025.

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.
The details of attendance of each director at the Board Meetings are given below:

COMMITTEES OF BOARD

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

A. Audit Committee

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

During the financial year ended March 31, 2025, 4 (Four) meetings of the Audit Committee were held on May 20, 2024, August 14,
2024, November 15, 2025 and February 11, 2025.

The Composition of the Audit Committee and the attendance of the Members of the Committee during the financial year ended
March 31, 2025, are detailed below:

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

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

Vigil Mechanism:

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

B. Nomination & Remuneration Committee

The Nomination & Remuneration Committee (NRC) has been constituted in line with the provisions of Section 178 of the Companies
Act, 2013. During the financial year ending March 31, 2025 Two (2)meeting of the NRC was held on August 14, 2024 and February
11, 2025.

The composition of the Nomination & Remuneration Committee of the Board of Directors of the Company along with the details
of meetings held and attended during the financial year ended March 31, 2025, are detailed below:

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to
attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent
with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive
Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within
the salary scale approved by the members and are effective from April 1, of each year. Annual Report 2024-25 The Nomination and
Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.tirupatifincorp.in

Remuneration of director:

The details of remuneration paid during the financial year 2024-25 to directors of the Company is provided in Form MGT-7 available
at website of the Company, i.e. https://www. www.tirupatifincorp.in

C. Stakeholders Relationship Committee

The Stakeholder Relationship Committee has been constituted in line with the provisions of Section 178 of the Companies Act, 2013.

The Committee met on February 11, 2025, during the financial year ended March 31, 2025. The constitution of the Stakeholder
Relationship Committee and their attendance during the financial year is detailed below:

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

Also, during the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as
on March 31, 2025.

DECLARTION BY INDEPENDENT DIRECTORS:

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

A separate meeting of Independent Directors was held on February 11, 2025 to review the performance of Non-Independent Directors
and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow
of information between Company management and Board.

Performance Evaluation:

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

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

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

(2) The directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31, 2025, and of the
Profit and Loss of the Company for the said period;

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

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

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

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Company's
website on http://www.tirupatifincorp.in/annualreport.asp

RISK MANAGEMENT POLICY

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

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

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

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and Independent Directors to maintain the independence of the board, and
separate its functions of governance and management. As on March 31, 2025, the board consists of five members, two of whom are
executive or whole time director and KMP, three of whom are Non-Executive Independent Directors. The Board periodically evaluates
the need for change in its composition and size.

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

Due to a directive order from the Reserve Bank of India, communicated via letter dated May 19, 2025, the Company has been instructed
to immediately cease its Non-Banking Financial Institution (NBFI) activities.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

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

The observations made by the auditors in their report are furnished herewith, along with the management's representation.

EXPLANATION TO THE QUALIFICATION IN AUDITORS' REPORT

The Directors submit their explanation to the qualifications made by the Auditors in their report for the year 2024-25. The relevant

Para nos. of the report and reply are as under:

1. Qualification: The company has continued its financing activities despite cancellation of NBFC Certificate of Registration by RBI
w.e.f. 30^th April, 2019.

The company have filed an application for registration as NBFC with RBI in the month of Jan 2025.

Mangement Represtention: Company had submitted an application to the Reserve Bank of India (RBI) seeking registration to
carry on business as a Non-Banking Financial Company (NBFC). However, the said application has been cancelled by RBI.

Pursuant to the cancellation, RBI has directed the Company to refrain from undertaking any financial business activities .

In full compliance with this directive, the Company are taking appropriate steps to align with the regulatory framework.

We remain committed to transparency, regulatory compliance, and safeguarding the interests of our stakeholders.

2. Qualification: We would like to draw your attention that the company' website is not in full compliance with clause 46(2) of SEBI
(LODR) Regulations, 2015 as amended from time to time.

Management Representation: As part of our ongoing commitment to transparency and innovation, we are currently revamping
our website. This update will provide shareholders with easier access to financial reports, governance updates, and company news.

INTERNAL AUDITOR

M/S. TRS & Co., Chartered Accountants, has served as an internal auditor for the financial year 2024-25.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, your Company has appointed M/s. Amruta Giradkar & Associates, Practicing Company Secretary, Mumbai to conduct the
Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is annexed herewith as Annexure-II to
this Report.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 34 of the SEBI (LODR) Regulations, 2015, the Cash Flow Statement for the year 2024-25 is
annexed hereto.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary
course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of
related party transactions.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed
Form AOC-2, is annexed to this Report as Annexure -I to this Report.

PARTICULARS OF EMPLOYEES

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

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

LISTING

The Company's shares are listed with BSE LTD having nationwide trading terminal under SEBI (ICDR) Regulations, 2009. The Listing
fees to the Stock Exchanges for the year 2024-25 have been paid. The address of the said Stock Exchange is as follows:

The Bombay Stock Exchange Phiroze Jeejeebhoy Towers,

Dalal Street, Fort Mumbai - 400001.

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

ARCHIVAL POLICY

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

ID FAMILARISATION PROGRAMME

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

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

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

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

The Company has zero tolerance for Sexual Harassment at workplace. The company has adopted a Policy on prevention of
Sexual Harassment in line with the provisions of 'The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013'.

Details of complaints received during the year under review are as follows:

a. Number of complaints of sexual harassment filed during the Financial Year: Nil

b. Number of complaints of sexual harassment disposed of during the Financial Year: Nil

c. Number of complaints of sexual harassment pending as on end of the Financial Year: Nil

d. Number of cases pending for more than 90 days: NA

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the provisions of Maternity Benefit Act, 1961 and no complaint has been received by the Company
from any of the employee in this regard during the year under review.

CORPORATE GOVERNANCE:

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

GENERAL DISCLOSURE:

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

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

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

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

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

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

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

REPORTING OF FRAUD:

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

MAINTENANCE OF COST RECORD:

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

APPRECIATIONS AND ACKNOWLEDGEMENT:

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

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

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

Bansri Dedhia Sheetal Shah

Date: August 11, 2025 DIN: 08627610 DIN: 08364948

Place: Jaipur (Director) (Director)