Your directors have great pleasure in presenting the 53^rd Annual Report together with the Audited Financial
Statements of the Company for the financial year ended March 31,2025.

1. RESULTS OF OUR OPERATION AND STATE OF AFFAIRS

a) Financial Highlights

The audited financial statement of the Company as on March 31, 2025, are prepared in accordance with
the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulation 2015 (“Listing Regulations”) and provisions of the Companies Act, 2013
(“Act”).

* Previous year’s figure has been recasi/restated. The above figures are extracted from the audited
standalone financial statements of the Company as per the India Accounting Standards (IND AS).
Equity shares are at par value of Rs. 10 per share.

b) Overview of Company’s Financial Performance and State of Affairs:

During the financial year 2024-25, revenue from operations is Rs. Nil. The loss after tax for the current
year is Rs.40.01 lakhs against loss of Rs.101.33 lakhs in the previous year.

The Company has temporarily reduced activity after the Covid-19 pandemic. The business that requires
personal presentation & relationship building has taken a tremendous hit & is unlikely to see any
possibility of revival in the immediate future, business from the regular customers is shrink, we do not
see significant improvement. Therefore, the Company has temporarily reduced activities till a clearer
picture emerges.

The Company is taking all necessary measures in terms of mitigating the impact of the challenges being
faced in the business. The Company is working towards being resilient in order to sail through the
current situation, ft is focused on controlling the fixed costs, maintaining liquidity and closely
monitoring the supply chain to ensure that the manufacturing facilities to restart smoothly. The market
is expected to be stable during the end of FY2025-26, with the expectation of an improvement in the
market conditions during the year, the Company will endeavor to perform better than last year.

As regards to infrastructure, Your Company’s head office and factory are adequately equipped to
provide complete support to the customer. Internal control systems have been well established and
cost consciousness in factory operation will lead to improved profitability in the long run.

The Company has sufficient liquidity to meet its financial obligations, and we are also making regular
payments to our suppliers, employees, and other people concerned. The liquidity position of the
company is in a comfortable zone. Your Directors are confident that the company will improve its
performance in the current year

c) Projects And Expansion Plans

The Company assesses the future infrastructure requirements and continuously invests in the same on
a needy basis. During the financial year under review the Company has not spent any amount on
capital expenditure.

d) Dividend

Since there is a loss, the directors are unable to recommend any dividend for the financial year ended
March 31, 2025. The Dividend Distribution Policy of the Company is set out as ‘‘Annexure A” and the
same is posted on the Company’s website at following the link:

httPS:/Avww.triochemproducts.com4iploads/Investor-relations/pdfs/dividend-distribution-policy-24-

2907.pdf

e) Investor Education and Protection Fund (IEPF)

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore,
there were no hinds which were required to be transferred to the Investor Education and Protection
Fund (IEPF).

f) Transfer to Reserves

The Board does not propose to transfer any amount to general reserve. The Board of Directors has
decided to adjust the entire amount of loss for FY 2024-25 in the profit and loss account.

g) Insurance

All properties and insurable interests of the Company, including budding, plant and machinery and
stock have been fully insured.

h) Particulars of Loans, Guarantees or Investments

During the year under review, the Company has made investment as on March 31, 2025, are set out in
Notes to the Financial Statements of the Company. Further, the Company has not given any loans or
corporate guarantee or provided any security covered under the provisions of section 186 of the
Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014.

i) Particulars of Contracts or Arrangements Made with Related Parties

Prior omnibus approval is obtained for related party transactions which are of repetitive nature and
entered in the ordinary course of business and on an arm’s length basis. All related party transactions
are placed before the Audit Committee for review and approval.

All Related Party Transactions entered during the year were on an Ordinary Course of the Business and
at Arm’s Length basis. No material related party transactions were entered during the Financial Year by
your Company. Accordingly, no disclosure is made in respect of related party transactions, as required
under section 134(3) (h) of the Act in Form AOC-2 is not applicable. Members may refer to note no. 31
of the financial statements which set out related party disclosures pursuant to IND AS-24.

j) Material Changes and Commitments Affecting Financial Position Between The End of The Financial
Year and Date of the Report

There are no material changes and commitments which affect the financial position of the Company
that have occurred between the end of the financial year to which the financial statements relate and
the date of this report i.e. between 31^st March 2025 to 24^th May 2025.

k) Deposits

The Company has not accepted any deposits from the public/members during the year under review
within the meaning of sections 73 and 74 of the Companies Act, 2013 read together with the
Companies (Acceptance of Deposits) Rules, 2014, and accordingly, no amount on account of principal
or interest on public deposits was outstanding as on 31st March 2025.

l) Insolvency and Bankruptcy Code, 2016

^s=&iring the year under review, no application was made, or any proceeding was pending under the
^R^^^^hency and Bankruptcy Code, 2016 (31 of 2016).

m) One Time Settlement with Bank / Financial Institutions

During the year under review, no one time settlement was done with any of the Banks or Financial
Institution.

n) Subsidiaries, Joint Ventures & Associate

The Company does not have any subsidiaries, joint ventures, or associated companies, therefore
disclosures in Form AOC-1 are not provided in this report. The policy for determining Material
Subsidiaries in terms of Regulation l6(l)(c) of the Listing Regulation is not applicable to the Company.
The Company is also not a subsidiary of any other company

o) Change in The Nature of Business

There were no change in the nature of business of the Company during the financial year.

2. CAPITAL STRUCTURE OF THE COMPANY

a) Authorized Share Capital

The Authorized Share Capital of the Company as at March 31,2025, was Rs.25,00,000/- (Rs. Twenty-Five
Lakh Only) divided into 2,50,000 (Two Lakh Fifty Thousand) Equity shares of Rs.10/- each.

b) Issued, Subscribed & Paid-up Share Capital

The Paid-up Equity share capital as at March 31, 2025, was Rs.24,50,000/- (Rs. Twenty-Four Lakh Fifty
Thousand only) divided into 2,45,000 (Two Lakh Forty-Five Thousand) Equity shares having face value
of Rs.10/- each fully paid up. There was no change in the paid-up share capital of the Company during
the financial year 2024-25.

During the year under review, the Company has not issued any shares with differential voting rights nor
granted any stock neither options nor sweat equity.

3. MANAGEMENT DISCUSSION AND ANALYSIS

a) Industry Structure and Development

(1) Global Pharma Industry Review

The world pharmaceutical industry is one of the top performing industries globally. New
medications are constantly being developed, approved and marketed, resulting in significant
market growth. Other market growth drivers include the aging population, as seniors use more
medicines per capita and there is a rise in the prevalence and treatment of chronic diseases. The
revenue in this sector is anticipated to exhibit an annual growth rate (CAGR 2024-2028) of 6.19%,
resulting in a market volume of US|l,470.00bn by 2028.
https://www.statista.com/outlook/hmo/Dhaimaceuticals/worldwide

(2) Indian Pharma Industry Review

The Indian pharmaceutical industry ranks third globally in pharmaceutical production by volume
and is known for its generic medicines and low-cost vaccines. India is one of the biggest suppliers
of low-cost vaccines in the world. Major segments of Indian Pharmaceutical Industry include
generic drugs, OTC medicines, bulk drugs, vaccines, contract research & manufacturing,

lumbai )311

/ *v./l

biosimilars and biologies. Because of the low price and high quality, Indian medicines are
preferred worldwide, making it “pharmacy of the world”.

The pharmaceutical industry in India is currently valued at $50 Bn. India is a major exporter of
Pharmaceuticals, with over 200 countries served by Indian pharma exports. India supplies over
50% of Africa’s requirement for generics, —40% of generic demand in the US and —25% of all
medicine in the UK. India also accounts for —60% of global vaccine demand, and is a leading
supplier of DPT, BCG and Measles vaccines. 70% of WHO’s vaccines (as per the essential
Immunization schedule) are sourced from India.
https://www.investindia.gov.in/sector/pharmaceuticals

The Indian pharmaceutical industry is projected to grow at a CAGR of over 10% to reach a size of
US$ 130 billion by 2030 https: //www. ibef. org/industry/pharmaceutical-india

(3) Key Trends in the Pharma Industry

Changing Government and Regulatory Landscape: Tightening of policy and faster regulatory
approvals are increasing competition, requiring companies to be right ‘first time’. With increased
vigilance from regulators, a focus on quality assurance and control has become even more critical.

Shifting Industry Dynamics: shift from “Make in India” to “Develop in India”, increased
globalization, a focus on value addition versus pricing, and change from a competitive to
collaborative mind-set

The emergence of New Go-to-Market Models: managing multiple channels and consumers is
becoming increasingly critical. The rising role of pharmacists vs. physicians, and patient
empowerment are drivers.

Digital: Backbone of Transformation- To remain competitive, companies need to demonstrate
agility in responding to the changing relationship dynamics triggered by new digital players and
invest in data and analytics capabilities.

(4) Active Pharmaceutical Ingredient

The Active Pharmaceutical Ingredient (API) is the vital, biologically active compound in
pharmaceutical products driving therapeutic effects. Whether chemically synthesized or sourced
from nature, APIs play a pivotal role globally in the pharmaceutical supply chain, serving as the
foundation for drug development and manufacturing. As the pharmaceutical industry evolves
towards cutting-edge therapeutics and innovative delivery systems, the demand for sophisticated
APIs is likely to increase.

(5) Global API Market

The global active pharmaceutical ingredients market size was estimated at USD 237.47 billion in
2023 and is expected to grow at a compound annual growth rate (CAGR) of 5.75% from 2024 to
s- 2030. Advancements in Active Pharmaceutical Ingredient (API) manufacturing growth of the

biopharmaceutical sector, and an increase in geriatric population are among the key drivers of API

market. An increase in prevalence of chronic diseases, such as cardiovascular diseases and cancer,
is anticipated to boost market growth.

https://www.grandviewresearch.com/industrv-analvsis/active-Dharmaceutical-ingredients-market

Favorable government policies for API production, along with changes in geopolitical situations,
are boosting market growth. The API market is undergoing immense changes due to supply chain
disruption by COVID-19. Countries such as India are being preferred over China for the export of
API owing to geopolitical situations and the demand to reduce dependence on China for API
products. Furthermore, governments of many countries have formulated plans and granted
incentives to promote the production of API.

(6) Indian API Market

The India active pharmaceutical ingredients market size was estimated at USD 18.29 billion in
2023 and is expected to grow at a CAGR of 1.7% from 2024 to 2030.
https://www.grandviewresearch.com/industry-analvsis/india-active-Dharmaceutical-ingredients-
market-report

The key factors boosting the growth of the active pharmaceutical ingredients market are the rising
drug research, rapid technological advancements and development activities for drug
manufacturing, the increasing importance of generics, and the increasing uptake of
biopharmaceuticals. However, the unfavorable drug price control policies across various nations
and high manufacturing costs are expected to hinder the market’s growth.

(7) Business Overview

Triochem Products Limited has been manufacturing and providing Active Pharmaceutical
Ingredients (API) since its inception in 1972. The Company has temporarily reduced activity after
the Covid-19 pandemic till a clearer picture emerges.

The Company is headquartered in Mumbai, and it has its manufacturing facility at Ambemath in
Maharashtra. The facility has all the required certifications from Indian authorities.

b) Opportunities, Threats, Outlook, Risks and Concerns

(1) Opportunities

The Indian pharmaceutical industry ranks third globally in pharmaceutical production by volume
and is known for its generic medicines and low-cost vaccines. India is one of the biggest suppliers
of low-cost vaccines in the world. The company is well placed to grow as the demand for the
product grows with the fact that this product is the fundamental product.

(2) Threats & Concerns

There is significant competition from other Active Pharmaceutical Ingredients (API) manufacturers
both within India and foreign, however the markets and volumes are quite large. Further, the
government’s actions towards price controls on pharmaceutical products might affect the price of
the products in the coming times. The ongoing geopolitical crises have led to supply chain
disruptions and rising cost of raw materials. Your company is also prone to these near-term risks.

The pandemic’s impact on the API market. The API market encountered significant challenges
during the recent global health crisis. Disruptions in worldwide supply chains and logistical
hurdles, including transportation restrictions and delays, impeded the timely acquisition of raw
materials and the distribution of finished forms. Moreover, stringent regulatory measures and
increased scrutiny of the pharmaceutical supply chain introduced complexities, resulting in delays
in production and approval processes. These collective challenges not only impacted production
capacity but also highlighted the need for resilience and adaptability in the API market, but there
are vulnerabilities due to the regional dominance and lack of global spread.

(3) Strengths

The company with existing registrations and regulatory approvals has an established customer
base in India and in various foreign countries that will enable it to further enhance their growth.

(4) Outlook

The rise in the aging population is one of the major drivers of the pharmaceutical API
manufacturing market. As the aging population increases, the demand for pharmaceutical drugs
also increases. API acts as a specialty drug in these medicines to cure a particular disease. For
instance, in October 2022, according to an article shared by WHO, a Switzerland-based specialized
agency of the United Nations responsible for international public health, 80% of senior citizens
will reside in low and middle-income nations by 2050.

The rise in chronic conditions is expected to propel the pharmaceutical API manufacturing market
going forward. Chronic conditions, also known as chronic diseases, refer to long-term health
conditions that last for extended periods, often for a person's entire life, and typically cannot be
cured completely. The quality, effectiveness, and safety of the medication depend largely on the
API used. Pharmaceutical API manufacturing helps to produce essential medications for managing
chronic diseases. Or instance, in 2023, according to the National Library of Medicine, a US-based
government medical library, by 2035, nearly 36% of US adults aged 50 and older are projected to
have at least one chronic condition, with this number anticipated to rise to almost 48% by 2050.
Therefore, the rise in chronic conditions is driving the pharmaceutical API manufacturing market.

The oudook is positive for the company considering its product mix, market conditions and the
expected increase in the demand of the product. The focus is to operate with the highest
Environment, Health and Safety standards, while improving efficiency, unit costs and ensuring
business continuity.

c) Internal Control Systems and Their Adequacy

The Company’s defined organizational structure, documented policy guidelines and adequate internal
controls ensure efficiency of operations, compliance with internal policies, applicable laws and
regulations, protection of resources and assets and accurate reporting of financial transactions. The
Company continuously upgrades these systems in line with best available practices.

Human Resources

Human resources continue to be one of the critical assets of the organization. Attracting relevant talent
remains the Company’s key focus. It pays special attention to training, welfare and safety of its people,
strengthening human capabilities.

e) Investor Relations and Engagement

Investor Relations (IR) is playing an increasingly important role in today’s volatile world in enabling
companies to manage investor expectations. The objectives of Company’s investor relations activities
are to boost confidence and develop a long-term relationship of trust with stakeholders including
Shareholders, Investors & Analysts, through true and fair disclosure of information. To pursue these
objectives at all times, your Company continuously discloses necessary information.

I) Segment wise or Products wise Performance; Financial Performance and Ratios

The Company is a single segment Company engaged in the business of Bulk Drugs. During the year
under review, due to temporarily reduced activity due to the impact of Covid-19 pandemic. The
revenue from operations is Rs. Nil because of temporarily reduce in manufacturing activities. A detailed
financial overview of the Company for the FY 2024-25 is available on the first page of the Board’s
Report forming part of this Annual Report.

g) Key Financial Ratio

During the year under review, there has been no significant change in return on net worth and key
financial ratios as compared to the immediately previous financial year except the return of Equity and
Return on Investment.

All the key financial ratios have been disclosed in notes to financial statement. Reasons where variance
is more than 25% The Current ratio has increase due to the amount invested into Fixed Deposit in
previous year was withdrawn and reinvested into non-current investments.

h) Cautionary Statement

The management discussion and analysis report contain statements which are forward-looking based
on assumptions. Actual results may differ from those expressed or implied due to the risk and
uncertainties which have been detailed in this report. Several factors as listed in this report could make
significant difference to the Company's operations. Investors, therefore, are requested to make their
own independent judgments and seek professional advice before taking any investment decisions.

4. CORPORATE GOVERNANCE

a) Report on Corporate Governance

In terms of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, states that, The Compliance with the corporate
governance provisions as specified in regulation 17, [17A,] 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27
and clauses (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and para C, D and E of Schedule
shall not apply, to listed entities having paid up equity share capital not exceeding rupees ten crore
net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.
Ig oespect of our Company as on the last audited balance sheet as at 31^st March 2025 paid up equity
/6cMtal of the company is Rs.24.50 lakh which is less than ten crores and net worth Rs. 13.67 Crore

which is less than rupees twenty-five crore, which is within the limit as prescribed in Regulation 15{2)
of SEBI (LODR) Regulations, 2015.

Hence, due to applicability of Regulation 15(2) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the corporate governance provision are
not applicable to our Company. Further, when the provision of the said regulation becomes applicable
to the Company at a later date, the same shall be complied with within six months from the date on
which the provisions become applicable to the Company.

b) Corporate Social Responsibility

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility shall not be
applicable to companies having net worth not exceeding Rs.500 crore or more or turnover not
exceeding Rs. 1,000 crore or net profit not exceeding Rs.5 crore or more during any financial year, as
on the last day of the previous financial year. In respect of our Company as on the last audited balance
sheet as at 31^s* March 2025 neither the net worth exceeds Rs.500 crores or turnover exceeds Rs.1,000
crore or net profit exceeding Rs.5 crore. Hence, the provisions of Companies Act, 2013 regarding
Corporate Social Responsibility would not be applicable.

c) Directors and Key Managerial Personnel

(1) Composition of the Board of Directors

The Board received a declaration from all the directors under section 164 and other applicable
provisions, if any, of the Companies Act, 2013 that none of the directors of the company is
disqualified under the provision of the Companies Act, 2013, (‘Act’) or under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The Company’s policy is to have an appropriate blend of non-executive and independent
directors, to maintain the independence of the Board functions of governance and management.
No changes have taken place in the Composition of the Board from the date of last Annual Report.

The composition of the Board of Directors is hilly complied with the provision of the Companies
Act, 2013 and Regulation 17 of the Listing Regulations, including the appointment of requisite
number of Independent Directors and Woman Director. As on 31^s* March 2025, the Board
comprised of two (2) Non-Executive Independent Directors and four (4) Non-Executive Non¬
Independent Directors, including Woman Director is a Non-executive Non-Independent Directors.
The Board has no institutional director.

The Company believes in a well-balanced and diverse Board which enriches discussions and
enables effective decision-making. The Board of the Company is diverse in terms of qualification,
competence, skills, and expertise which enables it to ensure long-term value creation for all the
stakeholders. The Board has a fiduciary relationship in ensuring that the rights of all stakeholders
are protected.

Changes During the Year

' V\(a) Yes, there is a change in the Board of Directors from the date of the previous Annual Report.

Mumbai 13 IS

(b) Tenure completion of Mr. Sunil Satyanarayan Jhunjhunwala (DIN 00312529), Non-Executive
Independent Director and Mr. Girish Kumar Pungalia (DIN 00032757), Non-Executive
Independent Director form the Board of the Company after completing 2^nd term of five (5)
years w.e.f. 29* March 2025.

(c) Based on the recommendation of the Nomination and Remuneration Committee, the Board
of Director of the Company approved the appointment of Mr. Shailendra Omprakash Mishra
(DIN 07373830) as an Additional Non-Executive Independent Director and Mr. Vipul Amul
Desai (DIN 02074877) as an Additional Non-Executive Independent Director of the Company
for the First term of five (5) consecutive years with effect from 29* March 2025, subject to
approval of shareholders in the forthcoming General Meeting, is proposed at the ensuing AGM
for the approval of the Members by way of special resolution no. 6 and 7.

(d) No changes have taken place in the Key Managerial Personnel (KMP) from the date of the
previous Annual Report.

(3) Retirement by Rotation and Subsequent Re-appointment

In accordance with the provision of 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^) or re-enactment(s) thereof for the time being
in force) and the Articles of Association of the Company. Mr. Rajesh Ramu Deora (DIN: 00312316)
Non-Executive Non-Independent Director and Mr. Ramu Sitaram Deora (DIN: 00312369) Non¬
Executive Non-Independent Director of the Company, retires by rotation at the ensuing AGM and
being eligible, has offered himself for re-appointment, on the recommendation of the Nomination
and Remuneration Committee and Board of Directors. In accordance with the provisions of the
Companies Act, 2013 read with the Rules issued thereunder, the Listing Regulations and the
Articles of Association of the Company, the Independent Directors and the Managing Director of
the Company are not liable to retire by rotation.

The said re-appointment terms and conditions thereof shall be approved by the members at
ensuing AGM as per the provision of the Act and Listing Regulations, Accordingly, a resolution is
being proposed in the notice of 53"¹ AGM for the approval of the members of the company refer
to items no. 2,3 and 5.

Pursuant to the provision of Regulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 and Secretarial Standard 2 on General Meeting issued by Institute
of Company Secretaries of India (ICSI), brief particulars of the directors proposed to be
appointed/re-appointed are provided as an annexure to the notice convening the AGM.

(4) Independent Directors with Materially Significant, Pecuniary, or Business Relationship with the
Company

There is no pecuniary or business relationship between the Non-Executive/Independent Directors
and the Company. A declaration to this effect is also submitted by all the Directors at the beginning
of each financial year.

i * \l

(5) Declaration of Independent Directors & Adherence to The Company s Code of Conduct for
Independent Directors

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 Companies Act, 2013 along with declaration received pursuant to sub rule
(3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They
have also furnished the declaration pursuant to Regulation 25(8) of the SEBI Listing Regulations
affirming compliance to the criteria of Independence as provided under Regulation 16(1) (b) of
the SEBI Listing Regulations.

Based on the declarations and confirmation of the Independent Directors and after undertaking
due assessment of the veracity of the same, the Board of Directors recorded their opinion that all
the Independent Directors are independent of the Management and have fulfilled all the
conditions as specified under the governing provisions of the Companies Act, 2013 and the SEBI
Listing Regulations.

Further, the Independent Directors have also confirmed that they have complied with the
Company’s code of conduct.

d) Director Responsibility Statement

Based on the framework of internal financial control and compliance system established and
maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors,
including audit of the internal financial control over financial reporting by the Statutory Auditor and
the reviews performed by Management and the relevant Board Committee, including the Audit
Committee, the Board is of the opinion that the Company’s internal financial controls were adequate
and effective during the financial year 2024-25.

Accordingly, pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the
Companies Act, 2013 (including any statutory modification(s) for the time being in force) with respect
to the Directors’ Responsibility Statement, to the best of their knowledge and ability, it is hereby
confirmed that for the year ended March 31, 2025:

(1) In the preparation of the annual accounts for the financial year ended March 31, 2025, the
applicable accounting standards read with requirements set out under Schedule in to the Act, have
been followed and there are no material departures from the same;

(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 at March 31, 2025, and of the profit/loss of the Company for the
financial year period from April 1, 2024 to March 31, 2025.

(3) the Directors have taken proper and sufficient care for the maintenance of adequate accounting

.— records in accordance with the provisions of the Act for safeguarding the assets of the Company

and fo_r preventing and detecting fraud and other irregularities;

' 1 'll

(4) the Directors have prepared the annual accounts on a ‘going concern’ basis;

(5) the Directors have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively, and.

(6) the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

e) Committees of The Board

In accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board had the following Three (3) Committees
as on 31^s* March 2025, along with their composition, number of meetings and attendance at the
meetings are provided:

(1) Audit Committee

The Audit Committee functions in accordance with Section 177 of the Act, 2013 read with the
Rules issued there under and Regulation 18 of the Listing Regulations and its Charter adopted by
the Board. The terms of reference of the Audit Committee. The members of the Audit Committee
are financially literate and have experience in financial management. The Audit Committee
comprises of the following directors and Attendance of Directors at the Committee Meetings held
during the financial year ended 31^s* March 2025. There is a change that has taken place with the
members of the Committees from the date of the last Annual Reoort.

mere nave been no instances aunng tne year wnen recommendations ot the Audit Committee
were not accepted by the Board.

(2) Nomination and Remuneration Committee

The Nomination and Remuneration Committee (NRC) functions in accordance with Section 178
of the Act, 2013 and Regulation 19 of the Listing Regulations, 2015 and its Charter as adopted by
the Board. The Nomination and Remuneration Committee comprises of the following directors
and Attendance of Directors at the Committee Meetings held during the financial year ended 31^st
March 2025. There is a change that has taken place with the members of the Committees from the
date of the last Annual Report.

AIJ the recommendations made by the Nomination and Remuneration committee were accepted
by the Board of Directors of the Company.

3) Stakeholders’Relationship Committee

The Stakeholders Relation Committee (SRC) looks into various aspects of interest of shareholders.
The Committee oversees the performance of the Registrar and Share Transfer Agents of the
Company relating to investor service and recommends measures for improvement. The company
is having a Stakeholders Relationship Committee comprising of the following directors and
Attendance of Directors at the Committee Meetings held during the financial year ended 31^s* March
2025. There is a change that has taken place with the members of the Committees from the date
of the last Annual Renort.

All the recommendations made by the Stakeholders Relationship Committee were accepted by the
Board of Directors of the Company.

f) Board meeting held during the year
(1) Board of Director

The Board of Directors meet five (5) times during the financial year. The dates on which the
meetings were held are 28^th May 2024, 13* August 2024,13^th November 2024,12* February 2025,
and 28* March 2025. The maximum gap between any two Board Meetings did not exceed one
hundred and twenty days.

. (2) Independent Director: Schedule IV of the Companies Act, 2013 and the Rules thereunder and

Regulation 25(3) of SEBI (LODR) Listing Regulation 2015, the independent director held their
\g]j separate meeting on 21^st March 2025, without attendance of non-independent directors and

/ h*_r//

S// W

members of Management, to inter alia: All Independent directors were present m the meeting.

(3) Attendance of Directors

Attendance of Directors at the Board Meetings held during the financial year ended 31“ March

onH ot loct

g) Evaluation ot Performance or The Board, Its Committees and Directors

(1) Key Managerial Personnel (KMP)

Mr. Ramu S. Deora, Director; Mr. Puran J. Parmar, Chief Financial Officer; and Mrs. Ureca Deolekar,
Company Secretary & Compliance Officer, are Key Managerial Personnel of the Company in
accordance with the provisions of Section 2(51), and 203 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulations 6(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. There has been no change in the Key Managerial Personnel
(KMP) during the financial year.

(2) Remuneration of Directors, Key Managerial Personnel, and Particulars of Employees

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration
policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19
of the Listing Regulations (including any statutory modifications (s) or re-enactments(s) thereof for
the time being in Force). The information required under Section 197 of the Companies Act, 2013
. read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

^Cul^v\ (including any statutory modification^) or re-enactment(s) thereof for the time being in force) in
respect of Directors/employee of the Company is as follows:

The company director has forgone remuneration. Further no sitting fee has been paid to any
director during the financial year. The particulars of the employees who are covered by the
provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are:

(a) Employed throughout the year Nil

(b) Employed for part of the year Nil

The increase in remuneration of employees other than the Key Managerial Personnel is
considerably in line with the increase in remuneration of Key Managerial Personnel. It is affirmed
that the remuneration paid to the Directors, Key Management Personnel and senior management
is as per the Nomination and Remuneration Policy of the Company.

The number of permanent employees on the rolls of company: 10.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and
others entitled thereto, excluding the information on employees’ particulars which is available for
inspection by the members at the Registered office of the company during business hours on
working days of the company up to the date of the ensuing Annual General Meeting. If any member
is interested in inspecting the same, such a member may write to the Chief Financial Officer in
advance.

h) Corporate Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, mandates
the formulation of certain policies for all listed companies. The corporate governance policies are
available on the Company’s website at https://www.triochemproducts.com under the head “Investor
Relations” Search by Year “2024-25”. The policies are reviewed periodically by the Board and updated
as needed. Key policies that have been adopted are as follows:

(1) Nomination & Remuneration Policy

The Company has formulated and adopted the Nomination and Remuneration Policy in
accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and
the Listing Regulations. The said Policy of the Company, inter alia, provides that the Nomination
and Remuneration Committee shall formulate the criteria for appointment if Executive, Non¬
Executive and Independent Directors on the Board of Directors on the Board of Directors of the
Company and persons in the Senior Management of the Company, their remuneration including
determination of qualifications, positive attributes, independence of Directors and other matters
as provided under sub-section (3) of section 178 of the Companies Act, 2013 (including any
statutory modification^) or re-enactment(s) thereof for the time being in force). The Policy is
available on the website of the Company at the following link:
https://www.triochemnroducts.com/uoloads/Investor-relations/pdCs/nomination-and-
remuneration-policv-26.pdf

(2) Directors Appointment and Remuneration Policy

The Board, on the recommendation of the Nomination and Remuneration Committee, has framed
a Policy for selection and appointment of Directors & Senior Management and their remuneration.

The Policy of the Company on Directors appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of Directors and other matters
provided under Section 178(3) of the Act and Regulation 19 of the Listing Regulations is available
on the website of the Company at the following link:

httns ://www.triochemoroducts. com/uploads/Investor-relations/pdfs/appointment-evaluation-of-
board-of-dirertors-kmps-and-senior-management-personn-27.pdf

(3) Performance Evaluation of The Board, Its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the
company has implemented a system of evaluating performance of the Board of Directors and of
its committees and individual directors on the basis of evaluation criteria suggested by the
Nomination and Remuneration Committee and the SEBI (LODR) Regulations, 2015. Accordingly,
the Board has carried out an evaluation of its performance after taking into consideration various
performance-related aspects of the Board’s functioning, composition of the Board and its
Committees, culture, execution and performance of specific duties, remuneration, obligations and
governance. The performance evaluation of the Board as a whole, Chairperson and Non¬
Independent Directors, was also carried out by the Independent Directors in their meeting held
on 21^st March 2025.

Similarly, the performance of various committees, individual Independent and Non-Independent
Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated)
on various parameters like engagement, analysis, decision making, communication and interest of
stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees
and individual directors.

(4) Terms and Conditions for the Appointment of Independent Director

The Board is of the opinion that all the Independent Directors of the Company possess requisite
qualifications, experience and expertise in chemicals/manufacturing industry, strategy, auditing,
tax and risk advisory services, financial services, corporate governance, etc. and that they hold
standards of integrity. They have played a pivotal role in safeguarding the interests of all
stakeholders. The Company has also issued formal appointment letters to all the Independent
Directors in the manner provided under the Companies Act, 2013 read with the Rules issued there
under. The terms and conditions for appointment of independent director and a sample letter of
appointment issued to the, are posted on the Company’s website under the section ‘Investor
Relations’ tab ‘Appointment of Non-Executive Independent Director’ at following the link:
https://www.triochemproducts.com/uploads/Investor-relations/pdfs/terms-and-condition-of-
appointment-of-independent-directors-veri)3-4049.pdf

The Independent Directors of the Company got included their names in the data bank of
7==^ Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of
Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of
nbai )3)] Directors) Rules, 2014.

Ji t

(5) Familiarization Programme for The Independent Directors

The Independent Directors are familiarized through various programmes on a continuing basis
including: (a) Nature of the industry in which Company operates; (b) business model of the
Company; (c) roles, rights, responsibilities of Independent Directors etc.,

In Compliance with the requirements of SEBI Regulations, familiarization programme along with
their role, rights and responsibilities as Directors, the working of the Company, nature of the
industry in which the Company operates, business model, etc. it is also display on website of the
Company at following the link:

https://www.triochemproducts.com/uploads/Investor-relations/pdfs/familarization-program-for-
independent-directors-ver02-23-1731 .pdf

(6) Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of
the Board and all employees in day-to-day business operations of the company. The Code lays
down the standard procedure of business conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on matters
relating to integrity in the workplace, in business practices and in dealing with stakeholders. All
the Board Members and the Senior Management personnel have confirmed compliance with the
Code. The Code has been displayed on website of the Company at following the link:
https://www.triochemproducts.com/uploads/lnvestor-relations/pdfs/director5-seiiior-
manaeement-personnel-24.pdf

(7) Prevention of Insider Trading

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company
has adopted the Code of Internal Procedures and Conduct for Regulating, Monitoring and
Reporting of Trading by Designated Persons and their Immediate Relatives along with Code of Fair
Disclosures. The Code of Conduct to Regulate, Monitor and Report Trading by employees and
other connected people has been displayed on website of the Company at following the link:
https://www-triochemproducts.com/uploads/Investor-relations/pdfs/code-of-Dractices--
procedures-for-fair-discf osure-of-unpublished-price-sensitive-1710. pdf

(8) Related Party Transaction

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, your
Company has formulated a Policy on Related Party Transactions which is available on the website
of the Company at following link:

https://www. triochemproducts.com/uDloads/Investor-relations/pdfs/related-party-transactions-
ver03-25-404l.pdf

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place
for all transactions between the Company and Related Parties.

" Vigil Mechanism / 'Whistle Blower Policy

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for
directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI
Listing Regulations, to report concerns about unethical behavior. The Company hereby affirms
that no Director/employee has been denied access to the Chairman and Audit Committee and that
no complaints were received during the year.

The said Policy provides for (a) adequate safeguards against victimization of persons who use the
Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of
the Company. The Company believes in the conducts of the affairs of its constituents by adopting
the highest standards of professionalism, honest, integrity and ethical behavior, in line with the
TPL Code of Conduct (‘Code’). All the stakeholders are encouraged to raise their concerns or make
disclosures on being aware of any potential or actual violation of the Code, policies, or the law.
The Company maintains a website where detailed information of the company and its products
are provided.

In order to ensure that the activities of the company and its employees are conducted in a fair and
transparent manner by adoption of highest standards of professionalism, honesty, integrity and
ethical behavior the company has adopted a vigil mechanism policy. The aim of the policy is to
provide adequate safeguards against victimization of whistle blower who avails of the mechanism
and also provide direct access to the Chairman of the Audit Committee, in appropriate or
exceptional cases. Accordingly, ‘Whisde Blower Policy’ has been formulated with a view to provide
a mechanism for the Directors and employees of the Company to approach the Ethics Counsellor
or the Chairman of the Audit Committee of the Company. The purpose of this policy is to provide
a framework to promote responsible and secure whistle blowing. It protects employees willing to
raise a concern about serious irregularities within the Company.

This policy is available on the website of the Company at following link:

https://www.triochemproducts.com/uploads/Investor-relations/pdfsMgil-niechanism--whistle-

blower-policy-28.pdf

i) Annual Return

The Annual Return of the Company as on March 31, 2025, in Form MGT-7 in accordance with Section
92(3) of the Act read with the Companies (Management and Administration) Rides, 2014, is available
on the website of the Company at the following link:

https ://www.triochemproducts.com/uploads/lnvestor-relations/pdfs/draft-annual-retum-202425-
4042.pdf

By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to
provide extract of Annual Return (form MGT- 9) as part of the Board’s Report, voluntary basis is
attached as “Annexure B” form parts of the Board’s Report.

Secretarial Standards

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on
various aspects of corporate law and practices. The Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.

k) Listing

The equity shares of the Company are listed on BSE Limited, Mumbai. The Company has paid Annual
Listing fees for the year financial year 2024-25 and 2025-26. There was no suspension on shares of the
Company during the year.

l) Depository Services

The Company’s Equity Shares have been admitted to the depository mechanism of the National
Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL).
As a result, the investors have an option to hold the shares of the Company in dematerialized form in
either of the two Depositories. The Company has been allotted ISIN No. INE331E03013-

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with
Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in
electronic form.

m) Internal Financial Control and Their Adequacy

The Company has in place Internal Financial Control Systems, commensurate with the nature of its
business and the size, scale, and complexity of its operations to ensure proper recording of financial
and operational information & compliance of various internal controls, statutory compliances, and
other regulatory compliances. The internal control procedures have been planned and designed to
safeguard and protect from loss, unauthorized use, or disposition of its assets. All the transactions are
probably 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 the policy adopted by the company. The company continues to
ensure proper and adequate systems and procedures commensurate with its size and nature of its
business.

As required by the Companies Act 2013, your Company has implemented an Internal Financial Control
(IFC) Framework. Section 134(5)(e) requires the Directors to make an assertion in the Directors
Responsibility Statement that your Company has laid down internal financial controls, which are in
existence, adequate and operate effectively. Under Section 177(4)(vii), the Audit Committee evaluates
the internal financial controls and makes a representation to the Board. The purpose of the IFC is to
ensure that policies and procedures adopted by your Company for ensuring the orderly and efficient
conduct of its business are implemented, including policies for and the safeguarding its assets,
prevention and detection of frauds and errors, accuracy and completeness of accounting records, and
timely preparation of reliable financial information. The IFC implementation required all processes of
your Company to be documented alongside the controls within the process. All processes were
satisfactorily tested for both design and effectiveness during the year.

The TPL code of conduct and accompanying training seeks to ensure everyone in your Company
understands how to put values into practice. Mandatory training on the Code of Conduct helps your
Company’s employees gain the confidence to make the right decisions and become familiar with the
policies and procedures applicable to their areas of operation, avoid conflicts of interest and report all
unethical and illegal conduct. Additionally, employees are required to certify in an annual basis
whether there have been any transactions which are fraudulent, illegal or violate of the Code of
Conduct. Strong oversight and self-monitoring policies and procedures demonstrate your Company’s
commitment to the highest standards of integrity. Your Company has also successfully complemented
its Internal Control Framework with the test of design and effectiveness of all its processes across the
organization as part of meeting the requirements of the Companies Act, 2013, to ensure the existence
and effectiveness of Internal Financial Controls.

The Audit Committee reviews the adequacy and effectiveness of the Company’s internal control
environment and monitors the implementation of audit recommendations, including those relating to
strengthening of the Company’s risk management policies and systems. The ultimate objective being
a Zero Surprise, Risk controlled Organization.

n) Significant and Material Order

There are no significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and the Company’s operations in future.

5. AUDIT AND AUDITORS

a) Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 and the Rules made there under, M/s. Kami Doshi
Associates LLP, (Firm Registration No. 104746W/ W100096), are appointed as the Statutory Auditors
by the Members in the Annual General Meeting held on 26* August 2022 to hold office until the
conclusion of 55^th Annual General Meeting to be held in the financial year 2027-28.

The requirement for the annual ratification of auditors’ appointment at the AGM has been omitted
pursuant to the Companies (Amendment) Act, 2017, notified on May 7, 2018. The auditors have
confirmed their eligibility limits as prescribed in the Companies Act, 2013, and that they are not
disqualified from continuing as Auditors of the Company.

The Statutory Auditors’ comments on your Company’s account for the year ended March 31, 2025, are
self-explanatory in nature and do not require any explanation. The Auditors’ Report does not contain
any qualification, reservation, adverse remark, disclaimer, or modified opinion remarks.

b) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under
(including any amendment(s), modification^) or re-enactment(s) thereof for the time being in force),
the Board of Directors of the Company, on recommendation of Audit Committee, at their meeting held
on 24^th May 2025 have Re-appointed M/s. Haren Sanghvi & Associates, Chartered Accountant as Internal
' auditors of the Company for the Financial Year 2025-26, to conduct Internal Audit of the Company. The

Mumhai 13 1 _

Internal Auditors report to the Audit Committee of the Board, which helps to maintain its objectivity and
independence. The scope and authority of the Internal Audit function is defined by the Audit Committee.
The Significant audit observations and corrective actions thereon are presented to the Audit Committee
of the Board.

c) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Pursuant to
SEBI Listing Regulations, 2015 it is proposed to appoint M/s. Ragini Chokshi & Co. Practicing Company
Secretary (Firm Registration No. 92897), as the Secretarial Auditors of the Company for a term of 5
years to conduct the annual secretarial audit, commencing from financial year 2025-26 to 2029-30
subject to approval of Shareholders by way of Ordinary resolution as proposed in the Notice of 53^rd
Annual General Meeting resolution no. 4.

The Secretarial Audit Report in Form No. MR -3 for the financial year ended March 31,2025, is annexed
herewith as “Annexure C" form parts of the Board’s Report. There has been no qualification,
reservation, adverse remark, or disclaimer given by the Secretarial Auditors in their Report.

d) Cost auditor

The Central Government of India has not specified the maintenance the of cost records under sub¬
section (1) of section 148 of the Act for any of the products of the company. Accordingly, during the
year, maintenance of Cost Records and Cost Audit was not applicable to the Company.

e) Reporting Frauds by Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported
to the Board or Audit Committee, as required under Section 134 (3) (ca) and 143(12) of the Companies
Act, 2013, any instances of frauds committed against the Company by its officers or employees, the
details of which would need to be mentioned in this Report.

6. HUMAN RESOURCE MANAGEMENT

a) Human resources policy is aimed at having a universal and scientific method to hire the best talent in
the industry with optimum skills and aptitude required for the job. The company has always recognized
talent and has judiciously followed the principle of rewarding performance. This requires the
management and the employees to fully understand and respect each other. On an ongoing basis the
management identifies and implements necessary measures to maintain a positive climate and improve
performance levels. The management has always carried out systematic appraisal of performance and
imparted training at periodic intervals. The Company continued the welfare activities for the
employees, which include Medical Care, Group Insurance and Canteen Facility. To enrich the skills of
employees and enrich their experience, the Company arranges, Practical Training Courses by Internal
and External Faculty.

3%>ur Directors also wish to place on record their appreciation for the dedication and commitment
^L&played by all executives’ officers and staff at all levels of the company.

b) Particulars of employees

The information required under Section 197(12) of the Act read with Rule 5(1), 5(2) & 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including
amendment thereto, is provided in above point number 4(g)(2).

c) Prevention of Sexual Harassment at Workplace

The Company strongly believes in providing a safe and harassment free workplace for each and every
individual working for the Company through various interventions and practices. It is the continuous
endeavour of the Management of the Company to create and provide an environment to all its employees
that is free from discrimination and harassment including sexual harassment. The Company has adopted
a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules made thereunder. The Company has arranged interactive awareness workshops
in this regard for the employees at the manufacturing sites & corporate office during the year under
review.

During the year no complaints were received by the Internal Complaints Committee of the Company.
The Company has complied with provisions relating to the constitution of internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

This policy is available on the website of the Company at following link:

https://www.triochemproducts.com/uploads/Investor-relations/pdfs/preyention-of-sexual-harasment-at-

workpalce-policv-78.pdf

d) Health, Safety and Environment

The Company is committed to ensure a sound Safety, Health and Environment (SHE) performance
related to its activities, products, and services. Your Company has been continuously taking various
steps to develop and adopt Safer Process technologies and unit operations. The Company has been
investing in areas such as Process Automation for increased safety and reduction of human error
element, Enhanced level of training on Process and Behavior based safety, adoption of safe &
environmentally friendly production process, Installation of reactors, Multiple effect evaporator, etc.
to reduce the discharge of effluents, commissioning of Waste Heat recovery systems, and so on to
ensure the Reduction, Recovery and Reuse of effluents & other utilities. Monitoring and periodic
review of the designed SHE Management System are done on a continuous basis.

e) Industrial Relations:

Industrial relations have been cordial at the manufacturing units and corporate office of the Company.

7. CONSERVATION OF ENEKY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO

^ a) Conservation of Energy

The information on conversation of energy stipulated under Section 134(3)(m) of the Act read with
_lbai ]| jjRule 8 of The Companies (Accounts) Rules, 2014, in Form A is annexed herewith “Annexure- D".

b) Technology Absorption

The information on technology absorption stipulated under Section 134(3)(m) of the Act read with
Rule 8 of The Companies (Accounts) Rules, 2014, in Form B is annexed herewith “Annexure- D”,

c) Foreign Exchange Earnings and Outgo

The information on foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the
Act read with Rule 8 of The Companies (Accounts) Rules, 2014, in Form C is annexed herewith
“Annexure- D”.

8. BUSINESS RESPONSIBILITY REPORT (BRR)

The SEBI (LODR) Regulation 2015 mandates the inclusion of the BRR as part of the Annual Report for the
top 1000 listed entities based on market capitalization. Since the Company is not covered under the top
1000 listed entities based on market capitalization, Business Responsibility Reporting is not applicable to
the Company.

9. RISK MANAGEMENT

As per provisions of the Companies Act, 2013 and as part of good Corporate Governance, the company has
long been followed the principle of risk minimization as is the norm in every industry, it has now become
a compulsion. Therefore, the Board members were informed about the risk assessment and minimization
procedures after which the Board formally adopted steps for framing, implementing, and monitoring the
risk management plan for the company. The Audit Committee of the Company has periodically reviewed
the various risks associated with business of the Company. Such review includes risk identification,
evaluation and mitigation of the risk.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a
pro-active approach in reporting, evaluating, and resolving risks associated with the business. In order to
achieve-with the key objectives, the policy establishes a structured and disciplined approach to Risk
Management, in order to guide decisions on risk related issues. In today’s challenging and competitive
environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company
are imperative. The common risks inter alia are Regulations, competitive, Business risk, Technology
obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further
includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed
and steps as appropriate are taken to mitigate the same.

Constituting the Risk Management Committee was extended to the top 500 listed entities on the basis of
the market capitalization, the same is not applicable to our Company for the year ended March 31,2025.
The Company has implemented Risk Management Policy and the Board of Directors has prepared a
comprehensive framework of risk management for assessment of risks and to determine the responses to
these risks so as to minimize their adverse impact on the organization. The policy as approved by the Board
of Directors, which is available on the website of the Company at following link:
^^jmps://www.triochemproducts.comAioloads/InYestor-relations/Ddfe/risk-manaeement-ooliCY-25.t>df

10. OTHER GENERAL DISCLOSURES:

a) Secretarial Standards: The Institute of Company Secretaries of India, a Statutory Body, has issued
Secretarial Standards on various aspects of corporate law and practices. The Company has complied
with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

b) Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016
(1BC): During the year, there has been no initiation of any Corporate Insolvency Resolution Process
under the Insolvency and Bankruptcy Code, 2016 (IBC).

c) Statement of deviation or variation: During the year, the Company has not raised / made offer by way
of Public Issue, Right Issue, Preferential Issue, Qualified Institutions Placement (QIP) etc. and therefore
it is not applicable to the Company.

d) Disclosure with respect to Demat Suspense Account / Unclaimed Suspense Account: The Company
reports that no shares issued pursuant to Public Issue remains Unclaimed hence the Clause of
Disclosure with respect to Demat Suspense Account / Unclaimed Suspense Account is not applicable.

e) The details of difference between amount of the valuation done at the time of a one-time settlement
and the valuation done while taking a loan from Banks or Financial Institutions, along with the reasons
thereof during the F.Y. 2024-25 and the date of Directors’ Report: There was no instance of onetime
settlement with any Bank or Financial Institution.

f) Significant and Material Order Passed by the Regulators/Courts/Tribunals: During the year there are
no significant material orders passed by the regulators or courts or tribunals which impact the going
concern status and Company’s operations in future.

g) Reporting of Frauds by Auditors: During the year under review, neither the Statutory Auditors nor the
Secretarial Auditor have reported to the Board or Audit Committee, as required under Section 134 (3)
(ca) and 143(12) of the Companies Act, 2013, any instances of frauds committed against the Company
by its officers or employees, the details of which would need to be mentioned in this Report.

h) Listing at stock Exchange: The equity shares of the Company continue to be listed and traded in BSE
Limited. The Annual Listing fees for the year financial year 202425 and 2025-26 has been paid to the
stock exchanges. There was no suspension on shares of the Company during the year.

i) Dematerialization: Your Company has tied up with National Securities Depository Ltd. (NSDL) and
Central Depository Services (India) Ltd. (CDSL) to enable the shareholders to trade and hold share in
an electronic/dematerialized form. The shareholders are advised to take benefits of dematerialization.

j) Awards: Your Company has not received any Award during the financial 202425.

k) Financial Statements: As per Regulation 33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing

=5. Regulations”) and applicable provisions of the Companies Act, 2013 read with the Rules issued
S^&Vthereunder, the Financial Statements of the Company for the financial year 202425 have been

Y^-ftrepared in compliance with applicable Accounting Standards and approved by the Board of Directors,
umbai 13 |

J IW./J

l) The Financial statements of the Company were not revised.

m) Impairment of Assets & Capital Work-in-Progress: In compliance with Accounting Standard AS-28
relating to “Impairment of Assets”, the company has reviewed the carrying amount of its fixed assets
as at the end of the year. Based on the strategic plans and such valuation of the fixed assets of the
company, on impairment of assets is envisaged at the balance sheet date.

n) Credit Sating: Credit Rating is not obtained as the same is not required for obtaining the credit facilities
from bank.

o) Key Initiatives with respect to Stakeholder Relationship, Customer Relationship, Environment,
Sustainability, Health and Safety: The Company to the maximum extent possible under various
programmers initiated by the Company, e.g. (a) The Company assists its vendors with prevention of
wastage and efficient utilization of resources, (b) All the Equipment and Machinery purchased in new
manufacturing plant are clean technology, energy efficient, etc., with numerous stakeholders working
across the Company’s different locations and operations, it is difficult to estimate the percentage.

p) The Company has not issued any warrants, debentures, bonds, or any non-convertible securities.

q) The Company has not brought back its shares, pursuant to the provision of Section 68 of Act and the
Rules made thereunder.

r) The Company has not failed to implement any corporate action.

s) Corporate Governance: In terms of Regulation 15(2) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, states that, The Compliance with the
corporate governance provisions as specified in regulation 17, [17A,] 18,19, 20, 21,22, 23, 24, 24A,
25, 26, 27 and clauses (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and para C, D and E of
Schedule V shall not apply, to listed entities having paid up equity share capital not exceeding rupees
ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous
financial year. In case of our Company as on the last audited balance sheet as at 31^s* March 2025 paid
up equity capital of the company is Rs.24.50 lakh which is less than ten crores and net worth Rs. 13-67
Crore which is less than rupees twenty-five crore, which is within the limit as prescribed in Regulation
15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. Hence, due to
applicability of Regulation 15(2) of Securities and Exchange Board of India (LODR) Regulations, 2015,
the corporate governance provision are not applicable to us. When the provision of the said regulation
becomes applicable to the Company at a later date, the same shall be complied with, within six months
from the date on which the provisions become applicable to the Company.

t) Corporate Social Responsibility: The provisions of Companies Act, 2013 regarding Corporate Social
Responsibility shall not be applicable to companies having net worth not exceeding Rs.500 crore or
more or turnover not exceeding Rs. 1,000 crore or net profit not exceeding Rs.5 crore or more during

_r~ any financial year, as on the last day of the previous financial year. In case of our Company as on the
^i%\|ast audited balance sheet as at 31^s* March 2025 neither the net worth exceeds Rs.500 crores or turnover

exceeds Rsl,000 crore or net profit exceeding Rs.5 crore. Hence, the provisions of Companies Act,
2013 regarding Corporate Social Responsibility would not be applicable.

u) Business Responsibility Report: The Listing Regulations mandate the inclusion of the BRR as part of
the Annual Report for the top 1,000 listed entities based on market capitalization, the same is not
applicable to our Company for the year ended March 31,2025.

11. BANK AND CREDIT FACILITIES:

Your Directors wish to place on record their appreciation for the support from Company’s bankers namely
State Bank of India. The Company’s finance position continues to be robust. During the year under review,
the cash generation from operation reflect a substantial increase. This has been the Company’s philosophy
throughout and can be vouched for over the years. The Company is zero debt company. The borrowings
are taken for short-term requirements.

ACKNOWLEDGEMENTS:

Your Directors of the Company wish to take the opportunity to express their deep sense of gratitude to the
Banks, Government Authorities, Customers and Shareholders for their continuous guidance and support.
Further they would also like to place on record their sincere appreciation for dedication and the hard work put
in by all employees for their dedicated services.

The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the
Company.

By order of the Board of Directors
For Triochem Products Limited

Q ^ ^ ----

Grace R. Deora Ramu S. Deora

Director (DIN 00312080) Director (DIN 00312369)

CIN No.: L24249MH1972PLC015544
Place: Mumbai; Dated: 24^th May 2025
Registered Office:

4^th Floor, Sambava Chambers, Sir P. M. Road, Fort, Mumbai: 400 001
Email: investor(5)triochemproducts.com; Website: www.triochemoroducts.com
Phone No.: 91 22 22663150; Fax No.: 91 22 22024657