The Board of Directors are pleased to present the 19^thAnnual Report of the Company along with the Audited
Financial Statements for the year ended 31st March, 2025.

1. Financial Results:

• During the financial year ended March 31, 2025, your Company recorded a Total Income of Rs. 29.78 Lacs as
compared to the Total Income of Rs 33.74 Lacs recorded during the previous financial year ended March 31,
2024. The Net loss of your Company for the financial year ended March 31, 2025 stood at Rs. 230.72 lacs as
against the Net loss of Rs. 291.64 lacs for the financial year ended March 31, 2024.

2. State of Company's Affairs and Future Outlook:

State of Company's Affairs:

The Bank account of the Company has not been Operative as the company is unable to pay the bank's dues due
to adverse financial position. The Promoters of the Company wants to settle the NPA loans but the Bank is not
agreeable to the Terms proposed by the Promoters.

In Last year, Textile division's product Mink Blanket did not well performed due to heavy burden of financial
cost over Fixed Assets. So the Textile unit closed. Further the Company has not received any order in pipe line
division, Hence the Production is not carried on since along.

One legal case is pending before NCLT (Jaipur) in the matter of Bank of India Vs Tijaria Polypipes Limited (The
Company) under section 7 of IBC, 2016

Future Outlook:

The company is not making profit and the business of the company has been adversely affected due to
inoperative bank account of the company also The company has not received any order in pipe line division;
hence the production is not carried on since along.

Further due to paucity of funds The Company is not in a position to resume the business of Yarn Division, once
the conditions are in favor of the Company, a decision will be taken accordingly by the Promoters of the

Company. The Company's aim is to first come out from losses. Various initiatives and measures being taken to
achieve this will surely make the Company's future better.

The board of the company wants to settle the NPA loans to run the day to day operations of the company
smoothly and when it materializes the company will be functional and production will be started.

3. Cash Flow Analysis:

In conformity with the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and section 2(40) of the Companies Act, 2013, the cash flow statement for the
year ended 31st March 2025 is included in the annual accounts.

4. Change in Nature of Business

In the last year, the board had decided not to continue the mink blanket unit during the year 2024-2025.
Further the company has not received any order in pipe line division; hence the production is not carried on
since along.

5. Change in registered address of company :

The board in its meeting held on 09/08/2024 has decided pursuant to the provisions of section 12 of the
Companies Act, 2013 and any other provisions applicable, if any, the Registered Office of the Company be
and is hereby shifted w.e.f August 10, 2024 From Sp-1-2316 Riico Industrial Area Ramchandrapura
(Sitapura Extn), Jaipur, Rajasthan, India, 302022 To B-9 Vinayak Complex Station Road, Jaipur, Rajasthan
India 302006.

6. Transfer to Reserves:

The Board of Directors of your Company has not transferred any amount to the Reserves, for the year
under review.

7. Investor Education and Protection Fund:

During the year under review, Company has not transferred any amount to the Investor and Education
protection Fund (IEPF).

8. Dividend:

The Company has no surplus during the year. Hence, no dividend has been recommended by the Board of
Directors of the Company.

9. Significant and Material Orders:

The stock exchanges imposed fine on dated 30.06.2023 of (Rs.) 155000 GST @18%=Total Fine payable (Rs.)
182900 to BSE as well Total Fine payable (Rs.) 182900 to NSE for Non-submission of the Standalone Statement
of Impact of Audit as per Regulation 33 of SEBI (LODR) Regulations, 2015; The Company has made waiver
application dated 04.07.2023 to the Stock exchanges and the response is awaited from the Stock exchanges.

ON DATED 11.12.2023 ,The application is filed by the Applicant, Bank of India i.e. the Financial Creditor under
Section 7 of the Insolvency and Bankruptcy Code, 2016 r/w Rule 4 of the Insolvency and Bankruptcy
(Application to Adjudicating Authority) Rules, 2016 for initiation of Corporate Insolvency Resolution Process
against M/s Tijaria Polypipes Limited i.e. the Corporate Debtor in respect of non-payment of the Financial Debt"
to the tune of Rs 79,96,82,152/- (Rupees Seventy Nine Crore Ninety - Six Lakh Eighty Two Thousand One
Hundred and Fifty - Two Only).

[This matter is in under process before the National Company Law Tribunal, Jaipur Bench at Jaipur)

10. Issue of Shares by way of Preferential Allotment:

No preferential Allotment is made by the company during the F.Y. 2024-25.

11. Particulars of Loans, Guarantees or Investments:

Loans, Guarantees and Investments covered under Section 186 of Companies Act, 2013 form part of the Notes
to the financial statements provided in the Annual Report.

12. Public Deposits :

Your Company has not accepted any deposits during the year within the meaning of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

13. Material Changes and Commitments:

Other than stated elsewhere in this report, there are no material changes and commitments affecting the
financial position of the company between the end of the financial year and the date of this report

14. Corporate Governance Report:

The Corporate Governance Report, duly approved by the Board of Directors together with the certificate from
the Company Secretary in Practice confirming the compliance with the requirement of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

15. Directors' Responsibility Statement

Your Directors state that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures;

ii) They had 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 at the end of the Financial Year and of the profit and loss of the Company for that period.

iii) They had 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;

iv) They had prepared the annual accounts on a going concern basis;

v) They laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively.

vi) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

16. Meeting of Board of Directors & Its Committees:

During the year, board of directors of your company met Seven (07) times. For details of Composition &
Meetings of Board and its Committees, please refer to the Report on corporate Governance, which forms part
of this report. During the year, no such instances occurred that the Board has not accepted any
recommendation of the Audit Committee.

17. Directors and Key Managerial Personnel(s):

A. Following directors were associated with the Company as on 31^st March, 2025.

1) Mr. Vineet Jain Tijaria, (DIN:00115029), Whole time Director of the Company shall be retire by
rotation at the ensuing Annual General Meeting and being eligible, offers himself for re appointment.
Your Directors have recommended his re-appointment. Brief profile of Mr. Vineet Jain Tijaria, (DIN:
00115029) is given in the explanatory statement of Notice.

18. Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director of the Company under
Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the
criteria of their Independence laid down in Section 149(6) of the Companies Act, 2013.

19. Key Managerial Personnel

There were following changes occurred in the Directors/KMP during the financial year and after closure of the
financial year

20. Meeting of Independent Director

As per Regulation 25(3) of the Listing Regulations as well as pursuant to Section 149(8) of Companies Act,
2013, the independent directors of the listed entity shall hold at least one meeting in a year, without the
presence of non-independent directors and members of the management and all the independent directors
shall strive to be present at such meeting.

Accordingly, the Independent directors held their meeting on Friday, March 20, 2025 and

a. reviewed the performance of Non-Independent Directors and the Board as a whole;

b. Reviewed the performance of the Chairperson taking into account the views of Executive Directors
and Non- Executive Directors;

c. Assessed the quality, quantity and timelines of flow of information between the Company Management
and the Board.

21. Statement of Performance Evaluation by the Board

The Board of Directors of your company, basis the procedures, have evaluated its own performance and that
of its Committees and Individual Directors.

22. Nomination and Remuneration Policy

A Nomination and Remuneration Policy has been formulated, pursuant to Section 178 and other applicable
provisions of the Companies Act, 2013 and Rules applicable thereto. The said policy may be referred at
www.tijaria-pipes.com. The Brief of the Remuneration Policy as approved by the Board is given below:

a. The Non-Executive Directors and Independent Directors shall receive remuneration only by way of sitting
fees as may be decided by the Board from time to time under the provisions of the Companies Act, 2013.

The Nomination and Remuneration Committee shall make such recommendations to the Board of
Directors, as it may consider appropriate and taking into consideration the required factors. Any fees paid
to Independent Directors for professional services shall not be considered as part of remuneration,
subject to the provisions of the Companies Act, 2013.

b. Non-Executive Directors and Independent Directors shall be reimbursed expenses incurred in attending
Board / Committee Meetings.

c. Key Managerial Personnel and Senior Managerial Personnel shall be paid remuneration as per Company's
Policy, subject to compliance with the provisions of the Companies Act, 2013.

23. Business Risk Management:

Pursuant to the requirement of Regulation 21 of SEBI (Listing Obligations and Disclosure Regulations)
Regulations, 2015, the constitution of Risk Management Committee is not applicable on the Company.
However, pursuant to Regulation 17(9) of the said Regulation read with Section 134(3)(n) of the Companies
Act, 2013, the Board regularly identify the business risk, evaluates it and thereafter proper mechanism is
adopted to overcome the business risk.

24. Vigil Mechanism:

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and
Disclosure Requirements), 2015, the Board has adopted vigil mechanism in the form of Whistle Blower Policy,
to deal with instances of fraud or mismanagement, if any. The Policy can be accessed at the website of the
Company at www.tijaria- pipes.com.

25. Annual Return:

Pursuant to the provisions of Section 92 of the Companies Act, 2013 and rules framed there under a copy of
the Annual Return be placed at the Company's website https://www.tiiaria-pipes.com/ after Conclusion of
Forthcoming Annual General meeting.

26. Remuneration of Directors and Employees:

The disclosure pertaining to remuneration and other details of directors and employees as required under
section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and
remuneration of Managerial Personal) Rules, 2014 and the amendment thereof have been provided in the
'Annexure-I' forming part of this report.

During the period under review, the Managing/Whole time Director of the company was not in receipt of any
remuneration from the company.

27. Particulars of Contracts or Arrangements with Related Parties:

All transactions with related parties during the year were on arm's length basis and in the ordinary course of
business. The disclosure of Related Party Transactions has been reported in Form no. AOC-2 is set out in
Annexure II to this report.

28. Internal Financial Control:

There is an adequate system of internal financial control procedures which commensurate with the size and
nature of business. Audit Committee regularly reviews adequacy and effectiveness of the Internal Controls
and Systems followed by the Company. Statutory Auditors in their report has also expressed their opinion on
internal financial control with reference to the financial statements which is self-explanatory.

29. Auditors

I. Statutory Auditors and their Report:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Rule 3 of the
Companies (Audit and Auditor) Rules 2014, on the recommendation of Audit Committee and Board of
Directors of the company, the Board of Directors, at its meeting held on May 15, 2025, appointed, M/s
Amit Ramakant & Co., Chartered Accountants (Firm Registration No. 009184C) as Statutory Auditors of
the Company who shall hold office from the conclusion of this 19th Annual General Meeting until the
conclusion of 24^th Annual General Meeting of the Company at a remuneration to be decided by the
Board of Directors in consultation with the Auditors.”

The Report of Statutory Auditor M/s Amit Ramakant & Co., Chartered Accountants, on financial
statements, for the year ended 31st March, 2025, Following qualification has been given by the
Auditors in the audit report on Standalone Financial Statements of the Company: As discussed in basis
of disclaimer of opinion to the Standalone Ind AS Financial Statements for the year ended March 31,
2025.

11. Secretarial Auditor:

Pursuant to the provisions of Regulation 24A and other applicable provisions of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"), read with the applicable Circulars issued there under from time to time, and
Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of Audit Committee and
Board of Directors of the company, the Board of Directors, at its meeting held on May 15, 2025,

appointed M/s Naredi Vinod & Associates, Company Secretaries, as the Secretarial Auditors of the
Company for a period of five consecutive years, from April 1, 2025 to March 31, 2030 ("the Term"), on
such terms and conditions, including remuneration, as may be determined by the Board of Directors
(which expression shall include any Committee thereof or person(s) authorized by the Board).

The Board has also been authorized to obtain from the Secretarial Auditor, such other services,
certificates, or reports as may be eligible under applicable laws, at a remuneration to be determined by
the Board.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2025, as issued by
M/s Naredi Vinod & Associates, forms part of this report and is enclosed as Annexure-III. The report is
self-explanatory and does not contain any qualification, reservation, adverse remark, disclaimer, or
observation. No fraud has been reported by the Auditor.

IN. Cost Auditor:

Maintenance of cost records as specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013, is not applicable to the company so accordingly such
accounts and records are not so made and maintained.

IV. Internal Auditor:

Pursuant to provision of Section 138 of the Companies Act, 2013 and rules made there under, the
Board has appointed M/s AKSA AND COMPANY., Chartered Accountants, as an Internal Auditor of the
Company for financial year 2024-25 and they have completed and submitted the internal audit report
for the period as per the scope defined by the Audit Committee.

In the Board meeting held on 15^th May, 2025, the Board of Directors has appointed M/s AKSA AND
COMPANY, Chartered Accountants, and Jaipur, as an Internal Auditor of the Company for financial year
2025-26.

30. Corporate Social Responsibility:

Pursuant to the requirement of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility
(CSR) Committee was constituted. The Company's Policy on Corporate Social Responsibility is available on the
website of the Company at http://www.tijaria-pipes.com/annual_reports/CSR-Policy_Tijaria.pdf.Pursuant to
section 139(5), every company referred to in sub-section (1), shall ensure that the company spends, in every
financial year, at least two percent of the average net profits of the company made during the three
immediately preceding financial years.

Average net profits of the company made during the three immediately preceding financial years are as
follows:

After calculating the average net profit of three immediately preceding financial years of your company as
mentioned above, it is showing that the company is incurring heavy losses.

So, your company doesn't need to spend the required expenditure on CSR activities.

31. Human Resources:

Your Company continues to be employee centric focusing on their growth and spread of knowledge to build
and mature next level leadership. Further, necessary help and support is extended in case of emergency and
on special occasions.

32. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

A statement giving details of conservation of energy, technology absorption and Foreign Exchange Earnings
and Outgo in accordance with Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The
Companies (Accounts) Rules, 2014, is annexed hereto as Annexure -IV and forms part of this report.

33. Subsidiary, Associate or Joint Venture

Company has no subsidiary, associate or joint venture companies.

34. Familiarization Programme for Independent Director:

The company has familiarized the independent directors with the company, their roles, rights, responsibilities
in the company, nature of the industry in which the company operates, business model of the company, etc.,
through various programs. The details of such familiarization programs have been disclosed on the Company
website at www.tiiariapolypipes.com

34. Account marked as NPA (Non _performing Assets)

A. The Company has received a recall notice dated 04/07/2022 from Bank of India, Branch Laxmi
Complex Building, Subhash Marg, C-Scheme, Jaipur-302001 Rajasthan stating that the Loan/ Facilities
has been marked as Non-Performing Assets (NPA) on 30/6/2022 (w.e.f. 27/11/2020).

B. The Company has received a notice u/s 13(2) of the Securitisation and reconstruction of financial
assets and enforcement of security interest act, 2002 dated 28/07/2022 from Bank of India, Branch
Laxmi Complex Building, Subhash Marg, C-Scheme, Jaipur-302001 Rajasthan stating regarding
various credit facilities aggregating to an amount of Rs. 76.38 Cr. as on 28/07/2022 includes Term
Loan, Cash Credit, Bank Guarantee L.C. against the following securities.

Principal Security:

Collateral Security:

4.__TDR made from P&M sold in FY 2017-18._

The bank has also stated that repayment will be made with in a period of 60 days from the date of this
notice dated 28.07.2022 filling which bank will exercise all or any powers u/s 13 of SARFAESI against
the company.

35. Pledge Shares of Promoters Acquired By the Bank

Pursuant to regulations 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Following Pledge Shares held by the Promoters of the Company of Tijaria Polypipes Limited was acquired by
the Bank due to NPA of Loan Account.

36. Management Discussion and Analysis Report:

In Compliance with Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015, a separate section on Management Discussion and Analysis as approved by the Board of Directors,
forms part of this Annual Report.

37. Code of Conduct:

The Board of Directors have laid down the Code of Conduct for all Directors/Senior Officers of the Company.
The Code ensures the prevention of dealing in Company's shares by persons having access to unpublished
price sensitive information. The Board Members and the Senior Officers have affirmed their compliance with
the Code of Conduct for the year ended March 31, 2025 and a declaration signed by the Managing Director to
this effect is attached and forms part of this Annual Report. The Code of Conduct is available on the website of
the Company www.tijaria-pipes.com.

38. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act,
2013:

A policy has been framed and adopted for prevention, prohibition and Redressal of sexual harassment at
workplace in line with the provisions of Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and rules framed there under. An Internal Complaints Committee (ICC)
has been constituted and there were no complaints reported under the Act during the year.

39. Valuation of Plant and Machinery

The Board noted that the Company had obtained a valuation report of its plant and machinery from Mr.

Vijay Prakash Bhardwaj, Registered Valuer - Plant and Machinery (Registration No. CAT VII/366 OF
1973 and CAT VIII/004/cCIT/R&MP/T-3/JP/89-90).

It was further noted that the said valuation report has been utilized for the preparation and finalization
of the audited financial statements of the Company for the relevant financial year, and may also serve
other statutory or business purposes, as required.

The Board acknowledged the use of the valuation report in ensuring accurate and transparent
representation of the Company's assets in compliance with applicable accounting and regulatory
standards.

40. Acknowledgment

Your Directors take this opportunity to thank all Investors, customers, Vendors, Banks and Government
authorities for their continued support. Your Directors wish to place on record their appreciation of the
valuable contribution made by the employees.

By Order of the Board of Directors
Tijaria Polypipes Limited

Place: Jaipur Alok Jain Tijaria Vineet Jain Tijaria

Date: 15/05/2025 Managing Director W.T.D. & C.F.O.

DIN: 00114937 DIN:00115029