Your Board of Directors are pleased to present the 40^th (Fortieth) Annual Report of the
Company together with the Audited Financial Statements (Standalone and Consolidated) of
the Company and Auditors Report thereon for the Financial Year ended March 31, 2025. The
consolidated performance of the Company and its subsidiary have been referred to wherever
required.

FINANCIAL PERFORMANCE

The financial performance of your Company for the Financial Year (FY) ended 31st March,
2025 is summarized below:

(Amount in Rs. in Lakhs)

The Financial Statements (Standalone and Consolidated) for the year ended 31.03.2025 have
been prepared in accordance with the Indian Accounting Standards (IND AS) notified under
Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

Standalone

We are pleased to share the financial performance of Trishakti Industries Limited for the
Financial Year 2024-25. The Company reported a total revenue of Rs. 1,499.46 Lakhs during
the year under review, compared to Rs. 10,654.21 Lakhs reported in Financial Year 2023-24.
The decline in revenue is due to our ongoing transition to a more focused business model.
Despite such transition, the Company achieved a Profit After Tax (PAT) of Rs. 354.77
Lakhs in the Financial Year 2024-25, a significant increase from Rs. 50.55 Lakhs as
compared to the previous year, reflecting a strong improvement in profitability.

On a consolidated basis, the Company's revenue stood at Rs. 1638.70 Lakhs in the Financial
Year 2024 - 2025, a significant decrease from Rs. 13,458.32 Lakhs in Financial Year 2023¬
24. Despite the low revenues, the Company saw an increase in the consolidated PAT of Rs.
357.60 Lakhs, as compared to Rs. 70.15 Lakhs in FY 2023-24, showcasing a substantial
growth in profitability.

As we reflect on our progress, it is evident that our strategic focus on heavy equipment hiring
services has begun to yield positive results. This shift, which began in FY 2025, has enabled us
to tap into high-margin, high-growth opportunities within India's booming infrastructure
sector. We are confident that this new direction will continue to drive growth in the coming
years.

In line with our strategy, we successfully achieved over 97% of our FY 2025 CapEx target,
investing more than INR 48.8 crores into expanding and enhancing our fleet of heavy
equipment. This investment ensures high asset utilization and strengthens our operational
capabilities, positioning us for sustained profitability. Our fleet is at full capacity, and we
continue to use high-quality equipment, including planes, van lifters, and earthmoving
machinery sourced from globally reputed brands.

Looking ahead, we remain confident in the strong tailwinds provided by India's infrastructure
sector. With large-scale investments in transportation, urban development, power, and
ports, we are well-positioned to capture expanding opportunities. We remain committed to
executing our strategic vision, enhancing shareholder value, and driving operational excellence
as we move into the next phase of our growth.

STATE OF COMPANY’S AFFAIR

Trishakti Industries Limited, a publicly listed company, continues to uphold its position as a
leading infrastructure solutions provider in India, with a distinguished track record spanning
over four decades. The Company specializes in the leasing and deployment of heavy earth-
moving equipment, catering to large-scale infrastructure projects across key sectors including
steel, cement, railways, construction, and more.

Amidst the ongoing expansion of India’s infrastructure sector, Trishakti Industries Limited is
strategically positioned to leverage the increasing demand for specialized equipment and
services. Our diversified and technologically advanced fleet enables us to support complex
project requirements, ensuring timely and efficient execution.

Over the years, the Company has established strong partnerships with several industry leaders
such as Tata Steel, Larsen & Toubro, Rail Vikas Nigam Limited (RVNL), Oil and Natural Gas
Corporation (ONGC), ITD Cementation, Jindal Group, Adani Group, KEC International, NCC
Limited, among others. These associations reflect our consistent commitment to operational
excellence and customer satisfaction.

With substantial public and private sector investments being channelled into transportation,
urban development, power, and port infrastructure, the Company is well-placed to capitalize
on the resulting opportunities. In line with our growth strategy, Trishakti Industries Limited
plans to undertake a significant capital expenditure of over Rs. 100 Crores in FY 2025-26.
This investment will be directed towards expanding our fleet and enhancing our presence in
high-growth areas, particularly ports and coastal infrastructure.

TRANSFER TO RESERVES

During the year under review, the Company has transferred Rs. 10 Lacs to the General
Reserves. For complete details on movement in Reserves and Surplus during the Financial
Year ended March 31, 2025, please refer to the ‘Other Equity’ included in the Standalone and
Consolidated Financial Statements of this Annual Report.

DIVIDEND

In view of the planned business growth, your Directors consider it proper to preserve the
resources of the Company for its future growth and therefore does not propose any dividend
for the Financial Year ended 31st March, 2025.

No amount was required to be transferred to Investor Education and Protection Fund (IEPF)
during the period under review.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the Financial Year
ended 31st March, 2025. The Company is currently engaged in the field of
Infrastructure/Heavy Equipment lease rental including crane rentals including pilling rings,
crawler cranes, truck cranes and Grabs for Steel & Power Projects.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the
Company which have occurred between March 31, 2025 and the date of this Report.

SHARE CAPITAL

The Present Authorised Share Capital of the Company is Rs. 15,00,00,000/- divided into
7,50,00,000 Equity Shares of Rs. 2/- each. Although there was no change in Authorised Share
Capital during the year, the paid-up Equity Share Capital increased from 1,48,53,000 Equity
Shares of Rs. 2/- each to 1,63,30,550 Equity Shares of Rs. 2/- due to the allotment of
14,77,550 Equity Shares to non-promoters on a preferential basis. Additionally, the company
has not issued shares with differential voting rights, granted stock options, or issued sweat
equity shares, and none of the directors hold instruments convertible into equity shares.

SUBSIDIARIES / JOINT VENTURES/ ASSOCIATE COMPANIES:

As on March 31, 2025, the Company has 1 unlisted subsidiary, namely, Trishakti Capital
Limited.

In compliance with the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Section 129 of
the Companies Act, 2013 (“the Act”), your Company has prepared Consolidated Financial
Statements in accordance with the applicable accounting standards, which forms part of this
Annual Report. A statement containing the salient features of the Financial Statements of the
subsidiaries in Form AOC-1 as required under Rule 5 of the Companies (Accounts) Rules,
2014 form part of this Annual Report.

The highlights of performance of subsidiary and its contribution to the overall performance of
the Company is given in Annexure to the Consolidated Financial Statements. Further, the
Company does not have any joint venture or associate companies.

The Audited Financial Statements of the Company along with separate Audited Financial
Statements of the subsidiary are available on the Company’s website i.e. www.trishakfi.com.
The Company will make these documents available to Members upon request made by them.

During the year under review, no company became or ceased to be a subsidiary, joint venture
or associate of your Company.

DEMATERIALIZATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has
established connectivity with both the depositories i.e. National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous
advantages offered by the Depository system, members are requested to avail the facility of
dematerialization of shares with either of the Depositories as aforesaid. As on 31^st March,
2025, 98.66% of the share capital stands dematerialized.

DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013
(HEREINAFTER REFERRED TO AS ‘THE ACT’) IN RESPECT OF ANY SCHEME
OF PROVISIONS OF MONEY FOR PURCHASE OF OWN SHARES BY
EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES

There were no such instances during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The full particulars of the loans given, investments made, guarantees given or security
provided as per the provisions of Section 186 of the Act are provided in the notes to the
Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

During the Financial Year, the Company has not entered into transaction with Related Parties
referred to in Section 188(1) of the Act, which could be considered material.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of
the Act in Form AOC-2 is not applicable. All transactions entered into during the Financial
Year 2024-25 with Related Parties as defined under the Act and SEBI Listing Regulations
were in the ordinary course of business and at arm’s length basis.

As per the SEBI LODR, if any Related Party Transactions (“RPT”) exceeds Rs. 1,000 Crores
or 10% of the Annual Consolidated Turnover as per the last Audited Financial Statement
whichever is lower, would be considered as material and would require members’ prior
approval. In this regard, during the year under review, the Company has not entered into any
such transaction.

The attention of Members is drawn to the disclosures of transactions with related parties as set
out in Notes to Accounts forming part of the Standalone Financial Statements. The
transactions with persons or entities belonging to the promoter/ promoter group which hold(s)
10% or more shareholding in the Company are provided in the accompanying financial
statements.

During the year, all transactions entered into with related parties were approved by the Audit
Committee. All the transactions were in compliance with the applicable provisions of the
Companies Act, 2013 and Listing Regulations. There are no materially significant transactions
with related parties which may have a potential conflict with the interest of the Company at
large.

A ‘Policy on Related Party Transactions’ has been devised by the Board of Directors and the
same may be referred to, at the Company’s website at the weblink: https://trishakti.com/codes-
policies/

PUBLIC DEPOSITS

During the Financial Year 2024-25, the Company has not invited or accepted or renewed any
deposits from the public covered under Section 73 of the Act and The Companies (Acceptance
of Deposits) Rules, 2014, as amended. As such, no amount on account of principal or interest
on public deposits was outstanding as on the date of the Balance Sheet. Further, the Company
is not in default with respect to the provisions of Section 73 read with relevant Rules.

AUDITOR & AUDITORS’ REPORT
Statutory Auditors

In compliance with Section 139 of the Companies Act, 2013 read with Rules made thereunder,
M/s. G. Basu & Co. (Firm Registration Number: 301174E), Chartered Accountants, were re¬
appointed as the Statutory Auditor of the Company, for a second term of 5 (five) consecutive
years at the 37th Annual General Meeting (AGM) held on September 24, 2022, to hold office

from the conclusion of the said meeting till the conclusion of the 42nd AGM to be held in the
year 2027.

Statutory Auditor’s Report

The Auditor’s Report on the Standalone and Consolidated Financial Statements of the
Company for the year ended March 31, 2025 forms part of this Annual Report and there are no
qualifications, reservation, adverse remark or disclaimer made by the Statutory Auditors in
their report.

The Notes on Financial Statements referred to in the Auditors’ Report are self-explanatory and
do not call for any further comments.

Internal Auditors and Internal Audit Report

The Board appointed M/s. Sinharay & Co., Chartered Accountants (Firm Registration
Number: 332294E) as the Internal Auditor of the Company for the Financial Year 2024-25.
The Audit Committee considers and reviews the Internal Audit Report submitted by the
Internal Auditor on a yearly basis.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing
Regulations, Ms. Neha Poddar, Practicing Company Secretary, was appointed as the
Secretarial Auditor of the Company for the Financial Year 2024-25.

The Secretarial Audit Report in Form MR-3, for the Financial Year 2024-25, is annexed hereto
and marked as ‘Annexure - A’.

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

Cost Audit and Cost Records

The provisions of Section 148 of the Companies Act, 2013, with respect to maintenance of
Cost Records and Cost Audit are not applicable on the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL!SI

Composition

The Board of the Company consists an optimum combination of Executive and Non-Executive
Directors. As on March 31, 2025, it comprises of 7 (Seven) Directors, viz. 3 (seven) Non¬
Executive Independent Directors and 4 (Four) Executive Directors. The position of the
Chairman of the Board and the Managing Director are held by same individual, wherein the
Chairman of the Board is an Executive Director. The profile of all the Directors can be
accessed on the Company’s website at www.trishakti.com

None of the Directors of the Company have incurred any disqualification under Section 164(1)
& 164(2) of the Companies Act, 2013 (Act). Further, all the Directors have confirmed that
they are not debarred from accessing the capital market as well as from holding the office of
Director pursuant to any order of Securities and Exchange Board of India or Ministry of
Corporate Affairs or any other such regulatory authority.

In the view of the Board, all the directors including Independent Director possess the requisite
skills, expertise, integrity, competence, as well as experience considered to be vital for
business growth.

Changes in the Board of Directors

During the year, Mr. Siddhartha Chopra (DIN: 00546348) resigned as Non-Executive
Independent Director, with effect from close of business hours on December 26, 2024 citing
pre-occupation and personal commitments. Additionally, Mr. Archan Sett (DIN: 00580936),
Mr. Tarun Daga (DIN: 00568726), and Mr. Yikash Shroff (DIN: 00568768) resigned as Non¬
Executive Independent Directors, with effect from close of business hours of January 27, 2025
citing pre-occupation and personal commitments.

The Board places on record its appreciation for the leadership and invaluable contribution
made by the Independent Directors whose extensive knowledge and understanding of the
digital ecosystem, coupled with their entrepreneurial experience played an important role in
the Company’s transformation journey.

The Board, at its meetings held on 26^th August, 2024, 27th January, 2025 and 18^th February,
2025, based on the recommendation of the Nomination and Remuneration Committee and
Audit Committee wherever required, approved the following appointments / re-appointment to
the Board:

a. the appointment of Mr. Pranav Jhanwar (09388582) as an Executive Director of the
Company designated as Executive Director and CFO’ for the period of three years
effective from the date of 39^th AGM till the conclusion of 42^nd AGM.

b. the appointment of Ms. Sudhanshu Goswami (DIN: 00763061) as an Additional Director
- Independent Director of the Company for a term of 5 (five) consecutive years with effect
from 27th January, 2025.

c. the appointment of Mr. Narainjeet Singh Hunjan (DIN: 10923798) as an Additional
Director - Independent Director of the Company for a term of 5 (five) consecutive years
with effect from 27th January, 2025.

d. the appointment of Mr. Sumit Anand (DIN: 10922634) as an Additional Director -
Independent Director of the Company for a term of 5 (five) consecutive years with effect
from 27th January, 2025.

e. the re-appointment of Mr. Dhruv Jhanwar (DIN: 08884131) as an Executive Director of
the Company designated as Executive Director and CEO’ for the period of three years
effective from 1st April, 2025 to 31st March, 2028.

The above-mentioned appointments / re-appointment were duly approved by the Members of
the Company in Annual General Meeting held on 25^th September, 2024 and through Postal
Ballot(s) on 21^st March, 2025, respectively.

Key Managerial Personnel

During the year under review, Mr. Dhruv Jhanwar and Mr. Pranav Jhanwar were appointed as
Chief Executive Officer and Chief Financial Officer, respectively, effective from August 26,
2024. Mr. Kumar Kanti Ghosh resigned as Chief Financial Officer, with effect from close of
business hours of August 25, 2024. Further, Mrs. Dipti Jain had resigned from the office of
Company Secretary & Compliance Officer of the Company with effect from the close of
business hours on 31st October, 2024. The Board based on the recommendation of Nomination
and Remuneration Committee had appointed Mrs. Kiran Joshi Das as Company Secretary &
Compliance Officer of the Company w.e.f. 26^th December, 2024. The Company had given
necessary intimations in this regard to the Stock Exchanges where the shares of the Company
are listed.

Director liable to retire by rotation

Pursuant to the provisions of Section 152(6)(d) of the Act read with Companies (Appointment
and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mrs.
Shalini Jhanwar (DIN: 06949987), Non-Executive Non-Independent Director being eligible,
will retire by rotation at the ensuing Annual General Meeting and being eligible has offered
herself for re-appointment in the Annual General Meeting to be held on 26th September, 2025.

With effect from 1^st April, 2025, Ms. Shalini Jhanwar was re-designated as Non - Executive
Non - Independent Director of the Company.

DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as laid down under Section 149(6) of
the Act and Regulation 16 of the SEBI Listing Regulations, as amended. In the opinion of the
Board, the Independent Directors fulfill the conditions specified in these regulations and are
independent of the management. There has been no change in the circumstances affecting their
status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise in relevant fields and they hold the highest
standards of integrity.

The Board of Directors has ensured the veracity of the disclosures made under Companies Act,
2013 and Listing Regulations by the Independent Directors of the Company and is of the
opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that
they are independent of the management.

The Independent Directors have confirmed compliance with the Company’s Code of Conduct
as formulated by the Company and also with the Code for Independent Directors prescribed in

Schedule IV to the Companies Act, 2013. In terms of Section 150 of the Companies Act, 2013
read with Rule 6 of The Companies (Appointment and Qualification of Directors) Rules, 2014,
all the Independent Directors of the Company have confirmed that they have a valid
registration with the Independent Directors’ databank maintained by the Indian Institute of
Corporate Affairs (IICA) and have also completed the online proficiency test conducted by the
IIC A, if not exempted.

All the Directors of your Company have confirmed that they are not disqualified from being
appointed or continuing as Directors in terms of Section 164(2) of the Companies Act, 2013
and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF
DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
PERSONNEL

Your Company’s Remuneration Policy enumerates the criteria for appointment and
remuneration of Directors, Key Managerial Personnel and Senior Management Personnel on
the basis of their qualifications, positive attributes and independence of a Director and other
matters as required under Section 178(3) of the Companies Act, 2013. The Policy is available
at the weblink https://trishakti.com/codes-policies/

The Remuneration Policy of the Company has been designed with the following basic
objectives:

a. to set out a policy relating to appointment and remuneration of Directors, Key Managerial
Personnel’s and other employees of the Company;

b. to ensure that the Company is able to attract, develop and retain high-performing and
motivated Executives in a competitive international market;

c. to ensure that the Executives are offered a competitive and market aligned remuneration
package, with fixed salaries being a significant remuneration component, as permissible
under the Applicable Law;

d. to ensure that the remuneration of the Executives is aligned with the Company’s business
strategies, values, key priorities and goals;

e. setting up the Board Diversity Criteria.

The remuneration paid to the directors is as per the terms laid out in the Remuneration Policy
of the Company.

PERFORMANCE EVALUATION OF THE BOARD, THE COMMITTEES AND THE
INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and the SEBI Listing Regulations read with Guidance
Note issued by SEBI, the Nomination and Remuneration Committee evaluated the
performance of all Directors on criteria such as qualification, level of governance in meetings,
preparedness for the meeting, experience, knowledge and competence, fulfilment of functions,
ability to function as a team, initiative, availability and attendance, integrity, adherence to the
code of conduct, etc. Independent Directors were additionally evaluated on criteria like
independence of views and judgment and the Chairman of the Board was additionally
evaluated on criteria like effectiveness of leadership and ability to steer the meeting,

impartiality, commitment and ability to keep shareholders’ interest in mind. The Independent
Directors of the Company in their separate meeting, reviewed the performance of Non¬
Independent Directors, the Board as a whole and of the Chairperson of the Company. The
Independent Directors also assessed the quality, quantity and timeliness of flow of information
between the Company’s management and the Board.

The Board, after taking into consideration the evaluation exercise carried out by the
Nomination and Remuneration Committee and by the Independent Directors, carried out an
evaluation of its own performance and that of its committees. The evaluation of individual
performance of all Directors (including the Independent Directors) was also carried out by the
entire Board (excluding the director being evaluated).

The Directors expressed their satisfaction over the evaluation process and results thereof.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of the Listing Regulations and Schedule IV of the Companies
Act, 2013, your Company is required to conduct Familiarization Programme for Independent
Directors (IDs) to familiarize them about your Company including nature of industry in which
the Company operates, business model of the Company, roles, rights and responsibilities of
IDs and any other relevant information. Further, pursuant to Regulation 46 of the Listing
Regulations, the Company is required to disseminate on its website, details of Familiarization
Programme imparted to IDs including the details of:

i) number of programmes attended by IDs (during the year and on a cumulative basis till
date),

ii) number of hours spent by IDs in such programmes (during the year and on a
cumulative basis till date), and;

iii) other relevant details.

Familiarization Programme undertaken for Independent Directors is provided at the following
weblink at https://trishakti.com/codes-policies/

COMPLIANCE WITH THE CODE OF CONDUCT

All Directors, Key Managerial Personnel and senior management of the Company have
confirmed compliance with the Code of Conduct applicable to the Directors and employees of
the Company.

The Managing Director has given the certificate as required under Regulation 34(3) read with
Part D of Schedule Y of the Listing Regulations regarding compliance with the Code of
Conduct of the Company for the year ended on 31st March, 2025, which forms part of this
Report as “Annexure - B”. The Code of Conduct is available on the Company’s website
www.trishakti. com

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors regularly meets to discuss and decide on various matters. During the
Financial Year ended March 31, 2025, the Board met 25 (Twenty Five) times, on April 10,

2024, April 24, 2024, April 30, 2024, May 9, 2024, May 20, 2024, June 12, 2024, July 27,
2024, August 26, 2024, August 28, 2024, August 29, 2024, September 4, 2024, September 19,
2024, September 26, 2024, October 5, 2024, October 15, 2024, October 23, 2024, October 26,
2024, October 28, 2024, October 31, 2024, November 9, 2024, November 18, 2024,
November 22, 2024, December 5, 2024, December 26, 2024, and February 18, 2025.

The intervening gap between any two meetings was not more than 120 days.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors of the Company was held on May 20, 2024
without the presence of Non-Independent Directors and members of management as required
under Schedule IV to the Act and Regulation 25(3) of the Listing Regulations. In accordance
with the Listing Regulations, following matters were, inter alia, reviewed and discussed in the
meeting:

a. Review performance of non-independent directors and the Board of Directors as a whole
and that of its committees;

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

c. Assess the quality, quantity and timeliness of flow of information between the
management of the Company and the Board of Directors that is necessary for the Board to
effectively and reasonably perform their duties.

All the Independent Directors attended the meeting. The outcome of the meeting was apprised
to the Chairman of the Company.

PARTICULARS OF EMPLOYEES

Disclosures required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5
of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed as “Annexure- C” to this report. The statement containing names of top ten
employees in terms of remuneration drawn and the particulars of employees as required under
Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure
forming part of this report. The report and the accounts are being sent to the members
excluding the aforesaid Annexure.

CYBER SECURITY

The Company has established requisite technologies, processes and practices designed to
protect networks, computers, programs and data from external attack, damage or unauthorized
access. The Board of Directors reviews the cyber security risks and mitigation measures from
time to time.

DISCLOSURE ON EMPLOYEE STOCK OPTION/ PURCHASE SCHEME

The Company does not have any employee stock option / purchase scheme.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2) (e) of SEBI Listing Regulations, is appended to this Report as
“Annexure - D”. The Report provides a consolidated perspective of economic, social and
environmental aspects material to our strategy and our ability to create and sustain value for
our stakeholders.

CORPORATE GOVERNANCE

As per Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 provisions of Corporate Governance are not
applicable to the Company for FY 2024-25. However, Your Company being responsible
corporate citizen provides utmost importance to best Corporate Governance practices and has
incorporated the appropriate standards for corporate governance, pursuant to the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 to the extent possible.

CEO & CFO CERTIFICATION

As required by Regulation 17(8) read with Schedule II Part B of the Listing Regulations, of the
SEBI Listing Regulations, the CEO & CFO certification has been submitted to the Board
confirming the correctness of the financial statements and cash flow statements for the
Financial Year ended 31st March, 2025, and a copy thereof is attached with this Report as
“Annexure - E”.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of its
knowledge and ability, confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards have been
followed and there are no material departures;

ii. they 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 at the end of the financial year and of the profit of
the Company for that period;

iii. they 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 for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such
internal financial controls are adequate and operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Your Company has adequate internal control procedures commensurate with its size and
nature of business. The policies and procedures adopted by the Company ensures the orderly
and efficient conduct of business and adherence to Company’s policies, prevention and
detection of frauds and errors, accuracy and completeness of accounting records and timely
preparation of reliable financial information. The adequacy of internal control systems is
reviewed by the Audit Committee of the Board in its periodical meetings. Internal Audit is
conducted periodically by Chartered Accountant who verily and report on the efficiency and
effectiveness of internal controls.

Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s
143(3) (i) of the Companies Act, 2013 forms part of the Audit Report.

COMMITTEES OF THE BOARD

The Board of Directors have constituted 4 (Four) Committees viz. Audit Committee,
Nomination and Remuneration Committee, Stakeholders Relationship Committee and
Management Committee to deal with specific areas/activities that need a closer review and to
have an appropriate structure for discharging its responsibilities.

The composition, terms of reference, attendance of directors at the meetings of all the above
Committees has been disclosed below.

AUDIT COMMITTEE

The Audit Committee assists the Board in fulfilling its responsibilities of monitoring financial
reporting processes, reviewing the Company’s systems and processes for internal financial
controls and governance, and reviews the Company’s statutory and internal audit processes.
During the Financial Year under review, the recommendations made by the Audit Committee
were accepted by the Board.

During the financial year, the Committee met 4 (Four) times, i.e., on May 9, 2024, July 22,
2024, October 26, 2024 and February 18, 2025. The table below gives composition and the
attendance record for the aforesaid meetings of the Audit Committee:

#Mr. Archan Sett, Mr. Vikash Shroff and Mr. Tarun Daga has resigned from the position of
Non-Executive Independent Director of the company with effect from the close of Business
hours of January 27, 2025, hence, ceased to be a member of the Audit Committee w.ef close
of business hours on January 27, 2025. In their place, Mr. Sudhanshu Goswami has been
appointed as the Chairman and Mr. Narainjeet Singh Hunjan and Mr. Sumit Anand as
member of the Committee, w.ef. 27^th January, 2025.

The Chairman of the Audit Committee attended the previous Annual General Meeting held on
September 25, 2024 to answer members’ queries. The Company Secretary acts as the
Secretary to the Committee.

Terms of Reference

The Audit Committee of the Company is entrusted with the responsibility to supervise the
Company’ internal controls and financial reporting process and inter-alia performs the
following functions:

i. Oversight of the Company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

ii. Recommendation for appointment, remuneration and terms of appointment of auditors of
the Company;

iii. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;

iv. Reviewing, with the management, the annual financial statements and auditor’s report
thereon before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Director’s Responsibility Statement to be
included in the Board’s Report in terms of Clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by
management

d. Significant adjustments made in the financial statements arising out of audit
findings

e. Compliance with listing and other legal requirements relating to financial
statements

f. Disclosure of any related party transactions

g. Modified opinion(s) in the draft audit report

v. Reviewing, with the management, the quarterly financial statements before submission to
the board for approval;

vi. Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document / prospectus /
notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public or rights issue or preferential issue or qualified institutions
placement, and making appropriate recommendations to the Board to take up steps in this
matter;

vii. Reviewing and monitoring the auditor’s independence and performance, and
effectiveness of audit process;

viii. Reviewing the utilization of loans and/ or advances from/investment by the holding
company in the subsidiary exceeding Rs. 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments existing
as on the date of coming into force of this provision.

ix. Reviewing compliance with the provisions of the SEBI (Prohibition of Insider Trading)
Regulations, 2015 at least once in a financial year and verifying that the systems for
internal control are adequate and are operating effectively.

x. Approval or any subsequent modification of transactions of the company with related
parties;

xi. Scrutiny of inter-corporate loans and investments;

xii. Valuation of undertakings or assets of the Company, wherever it is necessary;

xiii. Evaluation of internal financial controls and risk management systems;

xiv. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;

xv. Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit;

xvi. Discussion with internal auditors of any significant findings and follow up there on;

xvii. Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the Board;

xviii. Discussion with statutory auditors before the audit commences, about the nature and
scope of audit, audit observations as well as post-audit discussion to ascertain any area of
concern;

xix. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;

xx. To review the functioning of the Whistle Blower mechanism;

xxi. Approval of appointment of CFO (i.e., the Whole time Finance Director or any other
person heading the finance function or discharging that function) after assessing the
qualifications, experience and background, etc. of the candidate.

xxii. Consider and comment on rationale, cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the listed entity and its shareholders.

xxiii. Carrying out any other function as is mentioned in the terms of reference of the audit
committee.

xxiv. The Committee shall mandatorily review the following:

a. Management discussion and analysis of financial condition and results of
operations;

b. Management letters/ letters of internal control weaknesses issued by the statutory
auditors;

c. Internal audit reports relating to internal control weaknesses; and

d. the appointment, removal and terms of remuneration of the chief internal auditor
shall be subject to review by the audit committee.

e. Statement of deviations:

i. Quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

ii. Annual statement of funds utilized for purposes other than those stated in the
offer document/ prospectus/ notice in terms of Regulation 32(7).

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee looks at all matters pertaining to the
appointment and remuneration of the Managing Director & CEO, the Executive Directors,
Key Managerial Personnel and senior management.

During the year under review, the Committee met 4 (Four) times on May 9, 2024, August 26,
2024, December 26, 2024 and February 18, 2025. The table below gives composition and the
attendance record for the aforesaid meeting of the Committee:

# Mr. Archan Sett, Mr. Vikash Shroff and Mr. Tarun Daga has resigned from the position of
Non-Executive Independent Director of the company with effect from the close of Business
hours of January 27, 2025, hence, ceased to be a member of the Audit Committee w.ef close
of business hours on January 27, 2025. In their place, Mr. Sumit Anand has been appointed as
the Chairman and Mr. Narainjeet Singh Hunjan and Mr. Sudhanshu Goswami as member of
the Committee, w.ef 27th January, 2025.

The Chairman of the Nomination and Remuneration Committee attended the previous Annual
General Meeting held on September 25, 2024. The Company Secretary acts as Secretary to the
Committee.

Terms of Reference of the Committee, inter alia, includes the following:

i. Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors a policy relating to
the remuneration of the Executives;

ii. For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board
and on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the Board for
appointment as an independent director shall have the capabilities identified in such
description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to
diversity;

c. consider the time commitments of the candidates.

iii. Formulation of criteria for evaluation of performance of independent directors and the
board of directors;

iv. Devising a policy on diversity of board of directors;

v. Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down, and recommend to the
board of directors their appointment and removal.

vi. Whether to extend or continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors.

vii. To recommend to the Board, all remuneration, in whatever form, payable to senior
management.

viii. To carry out any other function as is mandated by the Board from time to time and/ or
enforced by any statutory notification or modification as may be applicable.

Performance evaluation criteria for Independent Directors

During the year under review, the performance of the Independent Directors was evaluated on
parameters such as qualification, level of governance in meetings, preparedness for the
meeting, experience, knowledge and competence, fulfilment of functions, ability to function as
a team, initiative, availability and attendance, integrity, adherence to the code of conduct,
commitment, contribution, independence of views and judgement, safeguarding interest of
whistle-blowers under vigil mechanism, etc.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Committee has been constituted to monitor and review investors’ grievance, overseeing
the functioning of the Registrar and Share Transfer Agent of the Company and specifically
look into various aspects of interests of shareholders, debenture holders and other security
holders.

During the period under review, the Committee only met 3 (Three) times on April 10, 2024,
July 27, 2024 and August 28, 2024. The table below gives composition and the attendance
record for the aforesaid meeting of the Committee:

# Mr. Archan Sett, Mr. Vikash Shroff and Mr. Tarun Daga has resigned from the position of
Non-Executive Independent Director of the company with effect from the close of Business
hours of January 27, 2025, hence, ceased to be a member of the Audit Committee w.ef close
of business hours on January 27, 2025. In their place, Mr. Sudhanshu Goswami has been
appointed as the Chairman and Mr. Narainjeet Singh Hunjan and Mr. Sumit Anand as
member of the Committee, w.ef. 27^th January, 2025.

The Chairman of the Stakeholders’ Relationship Committee attended the previous Annual
General Meeting held on September 25, 2024 for answering shareholders queries. The
Company Secretary acts as Secretary to the Committee.

The terms of reference of the Committee are as under:

i. Resolving the grievances of the security holders of the Company including complaints
related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue of new/duplicate certificates, general meetings etc.

ii. Review of measures taken for effective exercise of voting rights by shareholders.

iii. Review of adherence to the service standards adopted by the Company in respect of
various services being rendered by the Registrar & Share Transfer Agent.

iv. Review of the various measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/ statutory notices by the shareholders of the company.

MANAGEMENT COMMITTEE

Apart from the above statutory Committees, the Board of Directors has constituted the
Management Committee to meet the specific business needs of the Company. The
Management Committee has been set up to oversee routine operations that arise in the normal
course of the business of the Company, such as decision on banking matters, delegation of
operational powers etc. The Committee comprises of 3 members viz. Mr. Suresh Jhanwar, Mr.
Dhruv Jhanwar and Mr. Pranav Jhanwar, Directors of the Company. The Committee reports to
the Board and the minutes of these meetings are placed before the Board for information.

VIGIL MECHANISM

The Company has established a vigil mechanism as required under Section 177(9) and (10) of
the Act read with the relevant Rules, and Regulation 22 of the SEB1 Listing Regulations and
SEB1 (Prohibition of Insider Trading) Regulations, 2015, as amended, to report to the
management, concerns about unethical behavior, actual or suspected fraud or violation of the
Codes of Conduct or policy. The Policy is designed to ensure that whistle blowers may report
genuine concerns without fear of retaliation. It lays emphasis on the integrity at workplace and
in business practices, honest and ethical personal conduct, diversity, fairness and respect. The

mechanism provides for adequate safeguards against victimization of employees and Directors
who avail of the mechanism and also provide for direct access to the Chairman of the Audit
Committee in exceptional cases. The said policy may be referred to, at the Company’s website
at the weblink: www.trishakti.com

During the Financial Year ended 31st March, 2025, no case was reported under this policy.
Further, no employee or Director was denied access to the Audit Committee or its Chairman.

RISK MANAGEMENT AND DEVELOPMENT & IMPLEMENTATION OF RISK
MANAGEMENT POLICY

The Company has a defined Risk Management framework to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a continuing basis. It
provides for identification of risk, its assessment and procedures to minimize risk and is being
periodically reviewed to ensure that the executive management controls the risk as per decided
policy.

We continually assess risks and opportunities to ensure that our business strategy remains
aligned with both internal and external environments. Our robust risk-management framework
facilitates informed and responsible risk-taking through systematic and proactive
identification, assessment, treatment, monitoring and reporting of risks. The Board and senior
management provide strong oversight for the entire risk management program. Your
Company’s policy on Risk Management is designed to minimize the adverse consequence of
risks on business objectives of the Company. The Risk Management Policy articulates the
Company’s approach to address uncertainties in its endeavors to achieve its stated and implicit
objectives. Risk Management is an attempt to identify and then manage threats that could
severely impact or bring down the organization.

The Audit Committee has additional oversight in the area of financial risks and controls. The
major risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis.

LISTING WITH STOCK EXCHANGES

M/s. Trishakti Industries Limited is listed on the Mainboard of the BSE Limited and CSE
Limited. It has paid the Annual Listing Fees for the year 2025-26.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the
Companies Act 2013 and rules framed there under for the year ended 31st March, 2025.
Therefore, the provisions of Corporate Social Responsibility are not applicable to the
Company during the period.

COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING
STANDARDS

During the Financial Year, your Company has complied with applicable Secretarial Standards
i.e. SS-1 and SS-2, relating to “Meetings of the Board of Directors” and “General Meetings”,
respectively issued by the Institute of Company Secretaries of India (1CS1) and approved by
the Central Government under Section 118(10) of the Companies Act, 2013.

In the preparation of the Financial Statements, the Company has also applied the Indian
Accounting Standards (lnd AS) specified under Section 133 of the Companies Act, 2013 read
with Companies (Indian Accounting Standards) Rules, 2015.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Employees are the most valuable and indispensable asset for a Company. A Company’s
success depends on the ability to attract, develop and retain best talent at every level. The
Company has always been proactive in providing growth, learning platforms, safe workplace
and personal development opportunities to its workforce. Company strives to maintain a
skilled and dedicated workforce, representing diverse experiences and viewpoints. The Human
Resource department of the Company are rooted in ensuring a fair and reasonable process for
all-round development and upliftment of talent through its persistent effort. As of 31st March,
2025, the Company had 9 permanent employees and 93 other than permanent employees.

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

Your Company is committed to provide a work environment which ensures that every
employee is treated with dignity, respect and equality. There is zero tolerance towards sexual
harassment and any act of sexual harassment invites serious disciplinary action. The Company
has established a policy against Sexual Harassment for its employees. The policy allows every
employee to freely report any such act and prompt action will be taken thereon. The Policy
lays down severe punishment for any such act. The Company has complied with provisions
relating to the constitution of Internal Complaints Committee.

Further, your directors state that during the year under review, there was no case / complaints
of sexual harassment reported to the Company pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

a. number of complaints of sexual harassment received in the year: NIL

b. number of complaints disposed during the year: NIL

c. number of cases pending for more than ninety days: NIL

ANNUAL RETURN

In accordance with Section 134(3)(a) and Section 92 (3) of the Companies Act, 2013 read
along with Rule 12 (1) of the Company (Management & Administration) Rules, 2014
including any amendment thereto, the Annual Return in Form MGT-7 is available on
Company’s website and can be accessed at the link: www.trishakti.com

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /
COURTS / TRIBUNALS

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

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The Company does not own any manufacturing facility and consumption of energy is strictly
restricted to office purpose and efforts are made to keep consumption levels as low as
practicable. Hence, our processes are not energy intensive. Hence particulars relating to
conservation of energy and technology absorption pursuant to provisions of Section 134 (3)
(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014
are not applicable.

During the year under review, the Company recorded foreign exchange earnings of Rs. 376.01
Lakhs, while the foreign exchange outgo amounted to Rs. 8.67 Lakhs.

REPORTING OF FRAUDS BY AUDITORS

During the financial year under review, the Statutory Auditors, Cost Auditors and Secretarial
Auditors have not reported any instances of fraud committed in the Company by its officers or
employees to the Audit Committee or to the Central Government under section 143(12) of the
Act, details of which needs to be mentioned in this Report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications made or any proceeding pending against the Company under
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year under review.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Companies Act, 2013 (“the Act”) and as stipulated
under Regulation 33 of SEBI LODR as well as in accordance with the Indian Accounting
Standards notified under the Companies (Indian Accounting Standards) Rules, 2015, the
consolidated financial statements of the Company and its subsidiary for FY 2024-25 have been
prepared.

The audited consolidated financial statements together with the Independent Auditor’s Report
thereon form part of this Annual Report. Pursuant to Section 129(3) of the Act, a statement
containing the salient features of the Financial Statement of the subsidiary company is attached
to the Financial Statement in Form AOC-1.

DEVIATION OR VARIATION IN THE UTILISATION OF PROCEEDS PURSUANT
TO PREFERENTIAL ISSUE

There was no deviation or variation in the utilisation of the proceeds raised through
Preferential Issue.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF

There are no instances of one-time settlement during the financial year.

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY
BENEFIT ACT 1961.

The company is in compliance with the provisions relating to the Maternity Benefit Act 1961.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY
DESIGNATED PERSONS AND CODE OF PRACTICES AND PROCEDURES FOR
FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

In compliance with Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, the Company has instituted a ‘Code of Conduct to regulate, monitor and
report trading by Designated Persons’, which advises them on procedures to be followed and
disclosures to be made while dealing in shares of the Company and cautions them on the
consequences of violations. No violations have been reported during the year. This Code is
applicable to all the Promoters, Directors and such other persons defined as designated persons
as well as to their immediate relatives as well. The key objective of the Code is to protect the
interest of shareholders at large, prevent misuse of any unpublished price sensitive information
and promote transparency and fairness in dealings in the securities of the Company. The Code
prohibits and deters the Promoters, Directors of the Company and other specified employees
and their relatives from dealing in the securities of the Company on the basis of any
unpublished price sensitive information available to them by virtue of their position in the
Company.

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING THE COMPANY

There are no agreements as mentioned in Clause 5A of Para A of Part A of Schedule III of The
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 impacting the management or control of the Company which imposes any
restriction or creates any liability upon the Company.

CAUTIONARY STATEMENT

Statements in the Directors’ Report and the Management Discussion and Analysis Report
describing the Company’s objectives, projections, expectations, estimates or forecasts may be
forward-looking within the meaning of applicable laws and regulations. Actual results may
differ substantially or materially from those expressed or implied therein due to risks and
uncertainties. Important factors that could influence the Company’s operations, inter alia,
include global and domestic demand and supply conditions affecting selling prices of finished
goods, input availability and prices, changes in government regulations, tax laws, economic,
political developments within the country and other factors such as litigations and industrial
relations.

ACKNOWLEDGEMENTS

The Directors wish to extend their thanks and appreciation for the valuable and continued
support received from the Customers, Shareholders, Company’s Bankers, Financial
Institutions, Central and State Government Authorities, Stock Exchange(s), Depositories and
all other business associates for the growth of the organization. The Directors also
acknowledge the hard work, dedication and commitment of the employees for the growth of
the Company and look forward to their continued involvement and support.

For and on behalf of the Board of Directors

Sd/-

Suresh Jhanwar

Date: August 20,2025 Chairman & Managing Director

Place: Kolkata DIN: 0056887