Your Directors take pleasure to present this 36^th Annual Report of Trinity League India Limited together with
Standalone and Consolidated Audited Financial Statements for the financial year ended 31st March, 2024.

FINANCIAL HIGHLIGHTS:

(Rs. in lacs)

REVIEW OF OPERATIONS AND OUTLOOK:

During the period under review, your Company has
made a provision of Rs. 315.46 lakh for diminution in
the value of investments made by the Company in its
Joint Venture Company M/s Agrotech Risk Private
Limited due to losses incurred by it. This provision has
been included in other expenses and thus, as a result
the net loss of the Company as on 31^st March, 2024
stood at Rs. 321.16 lakh.

Your Company is exploring opportunities and looking
for some new projects to diversify its operations into
various segments and the Board of Directors of your
Company are hopeful for the robust growth in the
years to come.

RESERVES:

No amount was proposed to be transferred to the
Reserves during the year under review.

DIVIDEND:

In view of affected profitability and accumulated
losses, your Directors did not recommend any
dividend for the financial year 2023-24.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business
of the Company during financial year 2023-24.

SHARE CAPITAL:

As on 31.03.2024 your Company has total share
capital of Rs. 7,91,69,000/- divided into 79,16,900
equity shares of Rs. 10/- each which is listed with
BSE Limited.

There was no change in the share capital of your
Company during the year under review.

DISCLOSURE REGARDING ISSUE OF EQUITY
SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with
differential rights during the year.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE
STOCK OPTIONS:

The Company has not issued any shares/debentures
as stated in Rule 12(9) of Companies (Share Capital
and Debenture Rules, 2014).

DISCLOSURE REGARDING ISSUE OF SWEAT
EQUITY SHARES

The Company has not issued any sweat equity
shares.

As on March 31,2024, your Company does not have
any Subsidiary and Associate Companies but there is
one Joint Venture Company named M/s Agrotech
Risk Private Limited wherein your Company has
made investments. As required under Section 129(3)
of the Act, the report on the performance and financial
position of Joint Venture Company and salient
features of its Financial Statements are attached in
the prescribed Form AOC-1 as Annexure-I which
forms part of this Annual Report.

There is no Company which became or ceased to be
subsidiary, joint venture and associate during the year
under review. There is no material subsidiary
Company in terms of regulation nos. 16(1)(c) and 24
of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 (The ‘Listing Regulations’) and
Section 129(3) of the Act, the consolidated financial
statements have been prepared by the Company, as
per the Indian Accounting Standards (Ind AS), and
form part of this Annual Report. The Consolidated
Financial Statements shall also be laid at the ensuing
Annual General Meeting of the Company.

DIRECTORS:

The appointment of Shri Devinder Kumar Jain as
Managing Director is expiring on 05th December,
2024 and based on the recommendation of the
Nomination and Remuneration Committee, the Board
proposes his re-appointment for a further period of 3
years from 06th December, 2024 to 05th December,
2027 in the ensuing 36th AGM of the Company.

Also, Shri Madulika Jain is retiring by rotation at the
ensuing Annual General Meeting and is eligible for re¬
appointment. In view of the valuable services,
guidance and support received from her, your
Directors recommend her re-appointment.

The Board of Directors of the Company is having
optimum combination of Independent and Promoter
Directors as required under Section 149(4) read with
Regulation 17 of SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015, as
amended.

During the year under review, your Company has
conducted 7 meetings of the Board of Directors. The
details of the meeting of the Board including
attendance therein are given as hereunder:

KEY MANAGERIAL PERSONNEL:

Following are the Key Managerial Personnel of your
Company:

*Shri Gaurav Bajpai was appointed as Company
Secretary w.e.f 26.10.2023 consequent to the
resignation of earlier Company Secretary Shri Piyush
Kumar Srivastava w.e.f 30.09.2023.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their
disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the
Companies Act, 2013 so as to qualify themselves to
be appointed as Independent Directors under the
provisions of the Companies Act, 2013 and the
relevant rules.

DEPOSITS:

In view of Section 73 to 76 of the Companies Act,
2013 read with Companies (Acceptance of Deposit)
Rules, 2014 your Company did not accept any deposit
during the year under review. Accordingly, there is no
unpaid deposit lying with the Company for the period
under review.

CORPORATE GOVERNANCE:

The provisions of Corporate Governance under
Listing Regulations are not applicable to the Company
as the Company does not falls under the prescribed

criteria. Hence, the Corporate Governance Report
does not form part of this Report. Yet, the Company is
committed to maintain the highest standards of
Corporate Governance.

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

The details of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo are as under:

a) Conservation of Energy:

Energy conservation continues to receive priority
attention at all levels. All efforts are made to conserve
and optimize use of energy with continuous
monitoring, improvement in maintenance and
distribution systems and through improved operational
techniques.

Company has not taken any step for utilizing alternate
sources of energy and the Company has not made
any capital investment on energy.

b) Technology Absorption:

Updation of technology is a continuous process. The
Company had been able to successfully indigenize
the tooling to a large extent and successfully
developed new products by virtue of technology
absorption, adaption and innovation.

c) Foreign Exchange Earnings/ Outgo:

Total Foreign Exchange earnings: NIL
Total Foreign Exchange outgo: NIL

PARTICULARS OF EMPLOYEES:

During the period under review, the Company had no
employee in the category specified under Rule 5(2) &
5(3) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. Hence, the
particulars of employees as required in terms of the
provisions of Section 197 of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014
is not applicable to the Company.

AUDITORS:

STATUTORY AUDITORS AND THEIR REPORT

M/s S.K. Mehta & Co., Chartered Accountants (FRN:
000478N) was re-appointed as Statutory Auditors of

the Company in the 35^th AGM of the Company to hold
office up to the conclusion of 40^th AGM to be held in
the year 2028 as per the provisions of Section 139 of
the Companies Act 2013,

The Audit Report from the Statutory Auditors forms
part of this Annual Report. The said report does not
contain any qualification, reservation or adverse
remark.

The Auditors have not reported any fraud to the
Company required to be disclosed under Section
143(12).

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 (1) of the
Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, M/s Gaurav Ashwani &
Associates, Practicing Company secretaries, were
appointed as Secretarial Auditors of the Company to
conduct the Secretarial Audit of the Company for the
financial year 2023-24. The Secretarial Auditor Report
submitted by them in prescribed form MR-3 is
attached as Annexure-II to this report.

The Secretarial Audit report does not contain any
qualification, reservation or adverse remark.

INTERNAL AUDITORS

During the year under review M/s K P O & Associates,
Chartered Accountants (FRN 019717C) were the
Internal Auditors of the Company. Their reports were
placed before the Audit Committee of the Company
from time to time.

COST AUDITORS

The provisions relating to the appointment of cost
auditor is not applicable to the Company as the
Company does not falls under the prescribed criteria.

INTERNAL CONTROL SYSTEM AND THEIR
ADEQUACY:

The Company has adequate system of internal control
with reference to the financial statements. All the
transactions are properly authorized, recorded and
reported to the Management. The Company is
following all the applicable Accounting Standards for
properly maintaining the books of accounts and
reporting financial statements. The internal auditor of
the company checks and verifies the internal control

and monitors them in accordance with policy adopted
by the company.

Company ensures proper and adequate systems and
procedures commensurate with its size and nature of
its business.

ANNUAL RETURN:

As per the requirement of Section 134(3)(a) read with
Section 92(3) of the Companies Act, 2013, the Annual
Return for the year 2023-24 has been placed on the
website of the Company. The web link of the same is
https:/www.trinitygroup.ind.in.

LISTING:

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

CORPORATE SOCIAL RESPONSIBILITY:

During 2023-24, the provisions of Section 135 and
Schedule VII of the Companies Act, 2013 read with
the Companies (Corporate Social Responsibility)
Rules, 2014 were not applicable on the Company.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

The particulars of loans, guarantees or securities and
investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the
financial statements. The outstanding loans and
investments made are within the limits as prescribed
under Section 186 of the Companies Act, 2013.

VIGIL MECHANISM (WHISTLE BLOWER POLICY):

In pursuant to the provisions of Section 177(9) & (10)
of the Companies Act, 2013 read with Rule 7 of the
Companies (Meeting of Board and its Powers) Rules,
2014 and Regulations 34 (3) and 53 (f) of SEBI
(LODR) Regulations, 2015, a Vigil Mechanism for
directors and employees to report genuine concerns
about unethical behavior, actual or suspected fraud or
violation of the Company’s code of conduct or ethics
policy has been established. The Vigil Mechanism
Policy has been uploaded on the website of the
Company. During the year under review no complaint
was received by the Audit Committee under the
Whistle Blower Policy.

Risk Management is an integral part of the
Company’s business strategy. The Board reviews
compliance with risk policies, monitors risk tolerance
limits, reviews and analyzes risk exposure related to
specific issues and provides oversight of risk across
the organization. The Board nurtures a healthy and
independent risk management function to inculcate a
strong risk management culture in the Company. Your
Directors periodically review the risk associated with
the business or threatens the prospectus of the
Company. The key policy is available on the website
of the Company http://trinitygroup.ind.in.

MATERIAL CHANGES AND COMMITMENTS:

No material change or commitment which may affect
the financial position of the Company has occurred
between the end of the financial year of the Company
and the date of this report.

INDIAN ACCOUNTING STANDARDS:

Your Company has adopted Indian Accounting
Standards (‘Ind- AS’) with effect from 1st April, 2017
pursuant to Ministry of Corporate Affairs notification
dated 16th February, 2015 notifying the Companies
(Indian Accounting Standards) Rules, 2015.

BOARD EVALUATION:

The Board annually evaluates its performance as well
as the performances of its Committees and its
Directors individually. For evaluating the performance
of the Board as a whole, the Chairman of the
Company and the Whole Time Directors are
evaluated linking it with the periodical performances of
the Company, role of the Board towards achievement
of the said performances, the future plans as set out
from time to time and their devotion towards
implementation and management of the growth
parameters of the Company.

The performance of the Non-Executive / Independent
Directors is evaluated on the basis of their
contribution for adopting better corporate governance
practices, transparency and disclosures in achieving
the goal of the Company.

The performance of the various Committees of the
Board is reviewed on the basis of the achievement of
the work designated to the specific committee.

RELATED PARTY TRANSACTIONS:

The particulars of the transactions entered into with
related parties during the financial year ended 31^st
March 2024, which could be considered material in
accordance with the Policy of the Company on
materiality of Related Party Transactions are set out
in Form AOC-2 in Annexure III. The Related Party
Transaction Policy as approved by the Board is
available on the website of the Company.

COMPANY’S POLICY ON DIRECTORS
APPOINTMENT AND REMUNERATION:

In adherence of section 178(1) of the Companies Act,
2013, the Board of Directors of the Company has
framed a policy on directors’ appointment and
remuneration including criteria for determining
qualifications, positive attributes, independence of a
director and other matters provided u/s 178(3), based
on the recommendations of the Nomination and
Remuneration Committee. The broad parameters
covered under the Policy are - Company Philosophy,
Guiding Principles, Nomination of Directors,
Remuneration of Directors, Nomination and
Remuneration of the Key Managerial Personnel
(Other than Managing/ Whole-time Directors), Key-
Executives and Senior Management and the
Remuneration of Other Employees. The policy is
available on the website of the Company
http://trinitygroup.ind.in/policies.html.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY’S OPERATIONS IN
FUTURE:

There are no significant material orders passed by the
Regulators / Courts which would impact the going
concern status of the Company and its future
operations.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable
Secretarial Standards issued under Section 118 of the
Companies Act 2013.

PREVENTION, PROHIBITION & REDRESSAL OF
SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE:

The Company is committed to provide a protective
environment at workplace for all its women
employees. During the period under review, no

complaints were filed and no complaints were pending
as on the end of the financial year under the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

AUDIT COMMITTEE:

The composition and the “Terms of Reference” of the
Audit Committee are in line with the Section 177 of
Companies Act, 2013, and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
(Listing Regulations)

The Committee presently consists of the following
members:

S.N. Name of the Member Designation

1 Mr. Shashank Chandhok Chairman

2 Mr. Neeraj Jha Member

3 Mr. Devinder Kumar Jain Member

The Company Secretary acts as the Secretary of the
Committee.

NOMINATION AND REMUNERATION COMMITTEE:

The composition and the “Terms of reference” of the
Nomination and Remuneration Committee are in line
with the Section 178 of Companies Act, 2013 and
Listing Regulations.

The Committee presently consists of the following
members:

S.N. Name of the Member Designation

1 Mr. Shashank Chandhok Chairman

2 Mr. Neeraj Jha Member

3 Mrs. Madhulika Jain Member

The Company Secretary acts as the Secretary of the
Committee.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section 3 of Section 134
of the Companies Act, 2013, the Board of Directors of
the Company hereby state and confirm 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) the Directors 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 or loss of the
Company for that period;

iii) 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;

iv) the Directors had prepared the Annual Accounts
of the Company on a going concern basis.

v) 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.

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

Your Directors convey their sincere gratitude towards
the Bankers, Government Agencies, esteemed
customers and all other stakeholders for their
continued support and patronage during the year.
Your Directors also place on record their appreciation
for the committed and dedicated contribution of all the
officers, staff and workmen for the consistent growth
of your Company. Your Directors also take this
opportunity to place on record their gratitude to all the
shareholders for their confidence with the Company.

For and on behalf of the Board of Directors
Trinity League India Limited

Sd/- Sd/-

Devinder Kumar Jain Madhulika Jain

(Managing Director) (Director)

Place: New Delhi

Date: 06^th September, 2024