Your Directors are elated in presenting the 39^th Annual Report of the Company along with the Audited
Financial Statements of the Company for the financial year ended as on 31^st March, 2024.

2. HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

(Amount in Rs)

3. BUSINESS OVERVIEW:

The Company is involved in the business of trading of textiles. The company is planning for expansion
of its business. The company wishes to expand and grow its business in imports, exports and
manufacturing unit also. The Net profit of the Company has declined from ?.14,65,485/- to
?.32,12,585/- The Company’s policy of management has provided cushion effect to the adversities of
the market on the performance of Company.

4. DIVIDEND:

With a view to conserve the resources of the Company, the Board of Directors does not recommend any
dividend for the year under the review.

5. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of LODR Regulation 2015, the regulations related to Dividend Distribution
Policy are not applicable to the Company

6. CHANGE IN NATURE OF BUSINESS:

There was no change in nature of business activity during the year.

7. TRANSFERS TO RESERVES:

The Company has not transferred any amount to the reserves during the financial year under
review. For complete details on movement in Reserves and Surplus during the financial year ended
March 31,2024 , please refer to the Note No. of the Standalone Financial Statement of the Company.

8. DEPOSITS:

During the year, your Company has not accepted any deposits within the meaning of sections 73 and 76
of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, hence
there are no details to disclose as required under Rule 8 (5) (v) and (vi) of the Companies (Accounts)
Rules, 2014.

9. CORPORATE SOCIAL RESPONSIBILITY :

The Company has not developed and implemented any Corporate Social Responsibility initiatives as
the provisions of Section 135 of the Companies Act, 2013 are not applicable.

10. DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013,
directors, to the best of their knowledge and belief, state that:

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards had been
followed along with proper explanation relating to material departures;

(b) the Directors had selected such Accounting Policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the Profit and Loss of the
Company for that period;

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

(d) the Directors had prepared the Annual Accounts on a going concern basis; and

(e) the Directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively; and

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

11. EXTRACT OF ANNUAL RETURN:

In terms of the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return is available
www.trivenienterprisesltd.in.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There was no contract or arrangements made with related parties as defined under Section 188 of
the Companies Act, 2013 during the year under review.

13. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTMENTS /
RESIGNATIONS DURING THE YEAR:

14. DETAILS OF DIRECTORS :

As on 31st March, 2024, the Board comprised of 3(Three) directors including 1 (One)
independent director. The Board has an appropriate mix of Executive, Non-Executive
and Independent Directors, which is in compliance with the requirements of the
Companies Act, 2013. The details of the Board of Directors are as below:

1. Mr. Arvind Gupta : Chairman and Managing Director

2. Mr. Ramchandra Ramhit Varma : Director & CFO

3. Ms. Pintu : Independent & Women Director

I. RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Company’s Articles of Association, Mr. Ramchandra Ramhit Varma, Non -Executive
Director, retires by rotation at the forthcoming Annual General Meeting and, being
eligible offers himself for re-appointment. The Board recommends his re¬
appointment for the consideration of the Members of the Company at the ensuing
Annual General Meeting. Members are requested to refer the Notice of ensuing
Annual General Meeting for brief profile and other related information of Mr. Arvind
Gupta, Executive Director, retiring by rotation.

II. CHANGE IN DIRECTORS

There were no changes in directors Pursuant to the provisions of Section 203 of the
Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the Board of Directors of the Company appointed/
reappointed the following Directors and Key Managerial Personnel:

II. KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013, as on 31^st March, 2024, the
following are the Key Managerial Personnel (KMP) of the Company:

1. Mr. Arvind Gupta : Chairman and Managing Director

2. Mr. Ramchandra Ramhit Varma : Chief Financial Officer

3. Ms. Nikita Chamaria : Company Secretary and Compliance Officer

15. SHARE CAPITAL:

The Issued, Subscribed and paid-up equity capital of your company as on March 31,
2024 stood at Rs. 5,72,40,000/-comprising of 5,72,40,000 Equity shares of Re.1/-
each during the year under review.

16. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with deferential voting rights.

17. NUMBER OF MEETINGS OF BOARD DURING THE YEAR:

The Board of Directors met 8 (Eight) times 30^th May 2023, 11^th August 2023, 29th August
2023,07th November 2023, 2^nd December 2023, 6^th December 2023 14^th February 2024 during the
Financial Year 2023-24. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.

18. COMPOSITION OF AUDIT COMMITTEE:

Composition of Audit Committee as on March 31, 2021 as required under section 177(8) of the
Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

1. Mr. Ramchandra Varma

2. Mrs. Pintu

3. Mr. Arvind Gupta

19. DECLARATION BY THE INDEPENDENT DIRECTORS:

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

20. CASH FLOW STATEMENT:

As required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015 with the Stock Exchanges, the Cash Flow Statement is attached to the Balance
Sheet.

21. STATUTORY AUDITORS:

Statutory Auditors and Auditors’ Report In terms of provisions of Section 139 of the
Companies Act 2013, read with the Companies (Audit and Auditors) Rules, 2014 M/S Jain
Anil & Associates, Chartered Accountants Mumbai as the Statutory Auditors of the
Company to hold office for a period of 5 (Five) consecutive financial years and their
existing term shall come to an end till the conclusion of the ensuing 39th Annual General
Meeting (AGM) of the Company. The Audit Committee and the Board of Directors of the
Company placed on record its appreciation for the services rendered by M/S Jain Anil &
Associates., Chartered Accountants, Chartered Accountants as the Statutory Auditors.

The report given by the auditors on the financial statement of the Company is a part of the Annual
Report. There has been no qualification, reservation, adverse remarks or disclaimer given by the
auditors in their report.

Pursuant to section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014 for
appointment of Statutory Auditor(s), the Board of Directors based on the recommendation of Audit
Committee, has recommended, the appointment of /s. SDG & Co., Chartered Accountants, Mumbai
(Firm Registration No.: 137864W) Statutory Auditors of the Company for a period of 5(Five)
consecutive years from the conclusion of 40th AGM until the conclusion of 44th AGM of the
Company.

22. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. HRU &
Associates, Practicing Company Secretaries have been appointed as Secretarial Auditor of the
Company. The report of the Secretarial Auditor is enclosed as Annexure I to this report. The report
is self-explanatory however the Company has initiated necessary steps to comply with various non¬
compliances as mentioned under the Secretarial Audit Report.

23. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of
Section 73 of Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules,

2014.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT, 2013:

During the period under review, Company has not given any loans, guarantees or investments to the
Company.

25. LISTING:

The Equity shares of the Company are listed on BSE Ltd and MSEI Limited under Scrip Code:
538569.

26. BOARD’S RESPONSE ON AUDITORS QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE:

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their
report or by the Company Secretary in Practice in the Secretarial Audit Report.

27. INTERNAL FINANCIAL CONTROLS:

The Directors had laid down internal Financial controls to be followed by the Company and such
policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of
its business, including adherence to Company’s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records and the timely preparation of reliable Financial information. The Audit Committee
evaluates the internal financial control system periodically

28. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL
MEETING:

During the year under review, the Company has complied with the 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.

29. COST AUDITOR

The appointment of Cost Auditor for the Company is not applicable to the Company

30. MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 Management Discussion and Analysis Report is enclosed.

31. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS /
COURTS/ TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators / Courts / Tribunal which would
impact the going concern status of the Company and its future operations. Hence, disclosure
pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

32. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5)
(viii) OF COMPANIES (ACCOUNTS) RULES, 2014:

The Company has an adequate internal financial control system, commensurate with the size of its
business operations.

33. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy
and technology absorption are not required to be furnished considering the nature of activities
undertaken by the Company during the year under review. Further during the year under review,
the Company has neither earned nor used any foreign exchange.

34. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT:

The Company has developed & implemented Risk Management Policy. However, Company has
not come across any element of risk which may threaten the existence of the Company.

35. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES:

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence,
disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

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

The Company has duly set up an Internal Complaints Committee (ICC) in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the
year 2023-24.

No of complaints received: Nil

No of complaints disposed off: Nil

37. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not issued shares under employee’s stock options scheme pursuant to provisions
of Section 62 read with Rule 12(9) of Companies (Share Capital and Debenture) Rules, 2014.

38. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The company does not have any subsidiary companies or joint venture companies or associate
companies during the year under review. Also, there was no company which have become or
ceased to become the subsidiaries/joint ventures/associate company (ies) during the year.

39. CORPORATE GOVERNANCE:

As per the requirement of SEBI Circular No. Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 No. SEBI/LAD-NRO/GN/2015-
16/013 dated September 2, 2015, the listed companies having paid up equity share capital not
exceeding Rs. 10 Crores and Net Worth not exceeding Rs.25 Crores, as on the last day of the
previous financial year is not required to comply with the norms of the Corporate Governance
Report.:

Since, the paid up equity share capital of the company is Rs. and Net Worth not exceeding Rs. 25
Crores as on financial year ending 31st March 2024, therefore, the provisions relating to the
Corporate Governance report are not applicable the company.

40. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with
Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 during the Financial Year.

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

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

42. APPRECIATION:

We record our gratitude to the Banks and others for their assistance and co-operation during the
year. We also wish to place on record our appreciation for the dedicated services of the employees
of the Company. We are equally thankful to our esteemed investors for their co-operation extended
to and confidence reposed in the management.

By Order of the Board of Directors
Registered Office: For Triveni Enterprises Limited

Office No. S. NO. 7,(8,9) Mamata Ana Nd,

Sankul, Nashik Road, Sd/-

Nashik pune road Arvind Gupta

N ashik - 422101 Director

Maharashtra DIN: 02912070

Date: Sept 04, 2024