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DIRECTOR'S REPORT

Trident Texofab Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 360.72 Cr. P/BV 17.03 Book Value (₹) 14.13
52 Week High/Low (₹) 379/141 FV/ML 10/1 P/E(X) 143.78
Bookclosure 27/09/2024 EPS (₹) 1.67 Div Yield (%) 0.00
Year End :2025-03 

Your Directors are pleased to present the 17th Annual Report along with the Audited Financial Statements of the Company
for the Financial Year ended on March 31, 2025.

1. FINANCIAL RESULT:

PARTICULARS

2024-25

2023-24

Income from operation

12205.62

9948.34

Other Income

330.13

38.83

Profit before Financial cost, Depreciation and
Exceptional items & Tax (EBITDA)

877.33

654.41

Interest

454.98

403.69

Depreciation

164.78

164.92

Profit/(Loss) before Exceptional and Extraordinary items

257.57

85.80

Profit/(Loss) before Tax

257.57

116.88

Profit/(Loss) after Tax

251.01

107.98

Total Comprehensive Income for period

245.06

107.98

Earnings per share

Basic (in ')

2.38

1.07

Diluted (in ')

2.09

1.07

2. BUSINESS OVERVIEW:

The Key highlights pertaining to the business of the
Company for the year 2023-24 and period subsequent
there to have been given hereunder (Amounts in Lacs)

Your Directors inform you that, during the year under
review, Your Company has revenue from operations of
' 12205.62 and EBITDA of 877.33 as against ' 9948.34 and
' 654.41 respectively in the previous year During the year
under review the Company has earned net profit after tax
amounting to ' 251.01 as against ' 107.98 in the previous
year The Company’s earnings per share were ' 2.38
during the current year Your Directors are hopeful to
achieve better financial performance in the coming years.

A detailed discussion on financial and operational
performance of the Company is given under “Management
Discussion and Analysis Report” forming part of this
Annual Report.

3. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

Management Discussion and Analysis Report Management
Discussion and Analysis Report for the year under review,

as stipulated under the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), is presented in a
separate section, forming part of the Annual Report.

4. APPROPRIATIONS:

Dividend:

The Board of directors does not recommend a dividend
for the year under review.

Transfer to Reserve:

The Board of Directors have not proposed to transfer
any amount to any Reserve. Therefore, entire profits of
' 245.06 Lakhs earned during the financial year 2024-25
have been retained in the profit and loss account.

Bonus Shares:

During the year the Company has not allotted any Bonus
Shares to its members.

5. RIGHT ISSUE:

During the year the Company has not issued any Right
shares to its members.

6. DEPOSITORY SYSTEM:

As members are aware, the Company’s shares are
compulsorily tradable in the electronic form. As on
March 31, 2025, 100% of the Company’s total paid-up
capital representing 1,35,58,760 equity shares were in
dematerialized form.

7. CHANGE IN THE NATURE OF THE
BUSINESS:

There was no change in the nature of the business during
the financial year 2024-25.

8. SHARE CAPITAL:

Your Company’s Authorized, issued and Subscribed Equity
Share Capital is
' 20,00,00,000/- (Rupees Twenty Crore
only) divided into 1,98,00,000 (One Crore Ninety Eight
Lacs) equity share of
' 10/-(Rupees Ten only) each and
2,00,000 (Two Lacs) Preference Shares of
' 10/- (Rupees
Ten only) each.

Your Company’s paid-up Equity Share Capital as on March
31, 2025 was
' 1355.876 Lacs, comprising 1,35,58,760 equity
shares of
' 10 each, fully paid up.

As on the date of this report, all equity shares of the
Company are continuance listed on main Board of BSE
w.e.f. October 20, 2020 and the Company has paid the
annual listing fees for the year 2025-26.

9. CREDIT RATING:

The details on Credit Rating are set out in the Corporate
Governance Report, which forms part of this report.

10. DISCLOSURES RELATING TO
SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES:

There were no Subsidiaries, Associates and Joint Ventures
of the Company during the period under review.

11. PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS AND SECURITIES:

The Company has duly complied with the provision of
section 186 of the Companies Act, 2013 and Rules made
there under. Details on loans or investments are mentioned
in financial statements of this Annual Report.

12. INVESTOR EDUCATION AND
PROTECTION FUND:

During the year under review, the Company has not
transferred any amount to the Investor Education and
Protection Fund.

13. EMPLOYEE STOCK OPTION:

The Company has not issued any Employee Stock Option.

14. RELATED PARTY TRANSACTIONS:

Your Company has implemented a policy on Related
Party Transactions and the said Policy is available on the
Company’s website:
www.tridenttexofab.com

All contracts, arrangements and transactions entered
by the Company with related parties during the financial
year 2024-25 were in the ordinary course of business and
on an arm’s length basis.

During the financial year under review, there were no
contracts, arrangements or transactions entered during
financial year 2024-25 that fall under the scope of Section
188(1) of the Companies Act, 2013. Accordingly, the
prescribed Form AOC-2 is not applicable to the Company
for the financial year 2024-25 and hence does not form
part of this report.

Further, all such contracts/arrangements/transactions
were placed before the Audit Committee and Board, for
their approval. Prior approval/s of the Audit Committee/
Board are obtained on an annual basis, which is reviewed
and updated on quarterly basis.

15. DEPOSITS:

There were no outstanding deposits within the meaning
of Section 73 and 74 of the Act read with rules made
thereunder at the end of the FY 2024-25 or the previous
financial years. Your Company did not accept any deposit
during the year under review.

16. PARTICULARS RELATING TO

CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:

A statement giving details of conservation of energy,
technology absorption, foreign exchange earnings and
outgo, in accordance with Section 134(3)(m) of the Act,
read with the Rule 8(3) of the Companies (Accounts)
Rules, 2014, is annexed as
Annexure-A hereto and forms
part of this report.

17. PARTICULARS OF REMUNERATION OF
DIRECTORS AND EMPLOYEES:

The statement containing particulars of employees as
required under Section 197(12) of the Act read with Rule
5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is provided in
a separate annexure forming part of this report. The
information required under Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies
(Appointment & Remuneration of Managerial Personnel)
Rules, 2014 is given in the Statement annexed herewith as
"Annexure-B".

Further, no employee of the Company was in receipt
of the remuneration exceeding the limits prescribed
in the rule 5(2) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014,
hence no information as required under the provisions
of Section 197 of the Companies Act, 2013 read with
rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
provided in this report.

Further, no employee of the Company was in receipt
of the remuneration exceeding the limits prescribed in
the Rule.

In accordance with Section 178 of the Companies Act,
2013 and Regulation 19 of the Listing Regulations,
the Nomination and Remuneration Committee of the
Board of Directors approved the ‘Board Diversity and
Remuneration Policy’, which is available on the website of
the Company
www.tridenttexofab.com.

18. EQUAL EMPLOYMENT OPPORTUNITIES:

Being an equal opportunity employer, the Company will
do its utmost to ensure that all of its employees are treated
fairly during the period of their employment irrespective
of their race, religion, sex (including pregnancy), color,
creed, age, national origin, physical or mental disability,
citizenship status, ancestry, marital status veteran status,
political affiliation, or any other factor protected by law.
All decisions regarding employment will be taken based
on merit and business needs only.

19. ANNUAL RETURN:

In Compliance with the provision of Section 92(3) and
Section 134(3)(a) of the Companies Act, 2013, the draft
Annual Return in Form MGT-7 for the Financial Year 2024¬
25, is made available on the website of the Company at
https://www.tridenttexofab.com.

20. CORPORATE GOVERNANCE:

Pursuant to the provisions of Regulation 34(3) read with
Part-C of Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”), the Report on Corporate Governance is
annexed hereto and forms part of this Report.
(Annexure-C)
Your Company is committed to transparency in all its
dealings and places high emphasis on business ethics.

The requisite Compliance Certificate as required under
Part E of Schedule V of the Listing Regulations, issued by
CS Mehul Amareliya, Company Secretary in Practice (C.P.
No. 24321), pertaining to the compliance of the conditions
of Corporate Governance, is also annexed
(Annexure-D)
hereto which forms part of this Report.

21. RISK MANAGEMENT:

Risk Management is the systematic process of
understanding, measuring, controlling and communicating
an organization’s risk exposures while achieving its
objectives. Risk Management is an important business
aspect in the current economic environment and its
objective is to identify, monitor and take mitigation
measures on a timely basis in respect of the events that
may pose risks for the business. The Company’s risk-
management strategy is to identify, assess and mitigate

any significant risks. We have established processes and
guidelines, along with a strong overview and monitoring
framework at the Board and Senior Management levels.
The Board of Directors regularly reviews risks and threats
and takes suitable steps to safeguard its interest and that
there is no element of risk identified that may threaten the
existence of the Company. The focus shifts from one area
to another area depending upon the prevailing situation.
A detailed report on significant risks and mitigation is
forming part of Management’s Discussion and Analysis.

22. INSURANCE:

The Company has taken all the necessary steps to
insure its properties and insurable interests, as deemed
appropriate and also as required under the various
legislative enactments.

23. DIRECTORS’ RESPONSIBILITY
STATEMENT:

Pursuant to the requirement under Section 134(3)(c) read
with 134(5) of the Act, your Directors confirm that:

(a) The applicable accounting standards have been
followed along with proper explanation relating to
material departures, if any, in the preparation of the
annual accounts;

(b) Appropriate accounting policies have been selected
and applied consistently and judgments and
estimates have been made 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;

(c) Proper and sufficient care has been taken 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 annual accounts have been prepared on a going
concern basis;

(e) Proper internal financial controls have been laid
down and followed by the Company and that such
internal financial controls are adequate and are
operating effectively; and

(f) Proper systems to ensure compliance with the
provisions of all the applicable laws have been
devised and that such systems are adequate and are
working effectively.

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the internal, statutory
and secretarial auditors and external consultants,
including the audit of internal financial controls over
financial reporting by the statutory auditors and reviews
performed by the management and relevant Board
Committee, the Board is of the opinion that the Company’s
internal financial controls were adequate and effective
during the financial year 2024-25.

24. INTERNAL CONTROL SYSTEM:

Your Company has put in place adequate internal financial
controls with reference to the financial statements. The
Board has adopted the policies and procedures for
ensuring the orderly and efficient conduct of its business
including adherence to the Company’s policies, the
safeguarding of its assets, prevention and detection of
frauds and errors, accuracy and completeness of the
accounting records and timely preparation of reliable
financial disclosures. During the year, such controls were
tested and no reportable material weaknesses in design
or operation were observed. The Internal Auditor certifies
on the assurance of adequacy of Internal Control System
on quarterly basis which are regularly reviewed by the
Audit Committee. Independence of the audit is ensured by
the direct reporting of internal audit functions to the Audit
Committee of the Board.

25. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

The Directors of your Company are well experienced
with expertise in their respective fields of technical,
finance, strategic and operational management and
administration. None of the Directors of your Company
are disqualified under the provisions of Section 164(2)(a)
and (b) of the Act.

Mrs. Natasha Karbhari (DIN: 07846132) has tendered her
resignation from the post of an Independent Directors
of the Company due to her personal reasons and other
professional commitments with effect from December 22,
2024. The Board places on record its sincere appreciation
for her services and expert inputs provided during her
tenure as the Independent Directors of your Company.

Mr Sandip Jayeshkumar Katwala (DIN:11008985) has
been appointed as additional non-executive Independent
Director of the Company w.e.f. March 20, 2025 on
recommendation of the Nomination and Remuneration
committee and Regularized as Non-Executive Independent
Director at through postal ballot on June 12, 2025.

Pursuant to provisions of Companies Act, 2013 (‘Act’),
Mr Manish Dhirajlal Halwawala (DIN 08958684), who is
liable to retire by rotation and being eligible, offers himself
for re-appointment at the ensuing AGM. Further, the
Nomination & Remuneration Committee and the Board
of directors have recommended his re-appointment for
the approval of the shareholders of the Company in the
forthcoming Annual General Meeting of the Company.

Brief resume of Mr Manish Dhirajlal Halwawala and their
educational/professional qualifications, nature of working
experience, achievements, name(s) of the companies
in which he holds Directorships, Memberships and
Chairmanships in various Committees and his relationship
between directors inter-se are provided in the notice
convening the 17th AGM of your Company.

The composition of the Board complies with the
requirements of the Companies Act, 2013 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (
“Listing Regulations”) as on the year ended on
March 31, 2025.

26. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES:

1. Board Meetings:

The Board of Directors met 13 times during the financial year ended March 31, 2025 in accordance with the provisions of
the Companies Act, 2013 and rules made thereunder The details thereof are given in the Corporate Governance Report
forming part of the Annual report.

2. Committee Meetings:

Audit Committee

During the financial year, the Audit Committee of the Board was re-constituted on March 20, 2025.

Post reconstitution and as on March 31, 2025, the composition of the Audit Committee shall be as under:

Sr. No.

Name of the Director

Position in committee

Nature of Directorship

1

Mrs. Ankita Jignesh Saraiya

Chairperson

Non-Executive & Independent Director

2

Mr. Sandip Jayeshkumar Katwala

Member

Non-Executive & Independent Director

3

Dr. Mishal Shailesh Patel

Member

Non-Executive & Independent Director

4

Mr. Manish Dhirajlal Halwawala

Member

Executive Director

All recommendations made by the Audit Committee were accepted by the Board during the year 2024-25. The brief
details of the Audit Committee are given in the Corporate Governance Report forming part of the Annual Report.

Nomination and Remuneration Committee

During the financial year, the Nomination and Remuneration Committee of the Board was re-constituted on March 20,
2025.

Post reconstitution and as on March 31, 2025, the composition of the Nomination and Remuneration Committee shall be
as under:

Sr. No.

Name of the Director

Position in committee

Nature of Directorship

1

Mrs. Ankita Jignesh Saraiya

Chairperson

Non-Executive & Independent Director

2

Mr. Sandip Jayeshkumar Katwala

Member

Non-Executive & Independent Director

3

Dr. Mishal Shailesh Patel

Member

Non-Executive & Independent Director

The brief details of the Nomination and Remuneration Committee are given in the Corporate Governance Report
forming part of the Annual Report.

Stakeholders Relationship Committee

The Committee reviews and ensures redressal of investor grievances. The Stakeholders Relationship Committee of the
Board was reconstituted on March 20, 2025.

Post reconstitution and as on March 31, 2025, the composition of the Stakeholders Relationship Committee shall be as
under:

Sr. No.

Name of the Director

Position in committee

Nature of Directorship

1

Mrs. Ankita Jignesh Saraiya

Chairperson

Non-Executive & Independent Director

2

Mr. Sandip Jayeshkumar Katwala

Member

Non-Executive & Independent Director

3

Dr. Mishal Shailesh Patel

Member

Non-Executive & Independent Director

4

Mr. Manish Dhirajlal Halwawala

Member

Executive Director

The brief details of the Stakeholders Relationship Committee are given in the Corporate Governance Report forming
part of the Annual Report.

Details of Investors grievances/Complaints:

During the financial year 2024-25, Company has received
NIL Complaints received from the Investor. No pending
complaints of the Shareholders/Investors registered with
SEBI at the end of the current financial year ended on
March 31, 2025. There were no pending requests for share
transfer/dematerialization of shares as of March 31, 2025.

Management Committee:

The Management Committee acts in accordance with the
terms of reference specified by the Board of Directors
of the Company. The Management Committee met 2
(Two) times during the year. The details pertaining to the
composition are included in the Corporate Governance
Report, which is a part of this report.

3. Meeting of Independent Directors:

A separate meeting of the independent directors of the
Company for FY 2024-25 was on March 26, 2025 where
all the independent directors were present under the
requirement of Regulation 25 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

25. CORPORATE SOCIAL RESPONSIBILITY
POLICY:

The Company has not developed and implemented any
Corporate Social Responsibility initiatives as the said
provisions are not applicable.

26. DECLARATIONS BY INDEPENDENT
DIRECTORS:

Pursuant to the provisions of Section 149(7) of the Act
and Regulation 16(1)(b) of the Listing Regulations, your
Company has received individual declarations from all
the Independent Directors, confirming that they meet
the criteria of independence as prescribed under Section
149(6) of the Act and the Rules made thereunder. The
Independent Directors have also confirmed that there
has been no change in the circumstances which may
affect their status as Independent director and they are
not aware of any circumstance or situation, which exist
or may be reasonably anticipated, that could impair or
impact their ability to discharge duties with an objective
independent judgment and without any external influence
and that they are independent of the management.

27. FAMILIARIZATION PROGRAM FOR
INDEPENDENT DIRECTORS:

The Board is regularly updated on changes in statutory
provisions, as applicable to Company. The Board is also
updated on the operations, key trends and risk universe
applicable to Company’s business. These updates help
the Directors in keeping abreast of key changes and
their impact on Company. An annual strategy retreat is
conducted by Company where Board provides its inputs
on the business strategy and long- term sustainable
growth for Company. Additionally, the Directors also
participate in various programmes/meetings where
subject matter experts apprise the Directors on key global
trends. The policy is available at the Company’s website
www.tridenttexofab.com.

28. EVALUATION OF BOARD’S
PERFORMANCE:

In line with the Corporate Governance Guidelines of
the Company, Annual Performance Evaluation was
conducted for all Board Members as well as the working
of the Board and its Committees. This evaluation was led
by the Chairman of the Nomination and Remuneration
Committee with specific focus on performance and
effective functioning of the Board. The Board evaluation
framework has been designed in compliance with the
requirements under the Companies Act, 2013 and the
Listing Regulations. The Board evaluation was conducted
through questionnaires designed with qualitative
parameters and feedback based on ratings. The exercise
was carried out through a structured evaluation process
covering various aspects of the Boards functioning such
as composition of the Board & committees, experience
& competencies, performance of specific duties &
obligations, contribution at the meetings and otherwise,
independent judgment, governance issues etc. The
performance of the Board and its Committees, individual
Directors, and Chairpersons were found satisfactory.

29. PERFORMANCE EVALUATION CRITERIA
FOR INDEPENDENT DIRECTORS:

The performance evaluation criteria for Independent
Directors are determined by the Nomination and
Remuneration Committee. An indicative list of factors that
may be evaluated include participation and contribution
by a Director, commitment, effective deployment of
knowledge and expertise, effective management of
relationship with stakeholders, integrity, expertise and
experience (including the proficiency) and maintenance
of confidentiality and independence of behavior and
judgment.

30. VIGIL MECHANISM/WHISTLE BLOWER
POLICY:

The Company has a Whistle Blower Policy for the vigil
mechanism of Directors and employees to report to the
management about the unethical behavior, fraud or
violation of Company’s code of conduct. The mechanism
provides for adequate safeguards against victimization of
employees and Directors who use such mechanism and
makes provision for direct access to the chairman of the
Audit Committee in exceptional cases.

None of the personnel of the Company have been denied
access to the Audit Committee. The Whistle Blower
Policy is displayed on the Company’s website viz.
www.
tridenttexofab.com
.

31. PREVENTION OF INSIDER TRADING:

The Company has adopted an Internal Code of
Conduct for Regulating, Monitoring and Reporting of
Trades by Insiders (
“the Code”) in accordance with the
SEBI (Prohibition of Insider Trading) Regulations, 2015
(
The PIT Regulations).

The Code is applicable to Promoters and Promoter’s Group,
all Directors and such Designated Employees (includes
Relatives of Designated Person) and any other person
covered under the SEBI (Prohibition of Insider Trading)
Regulations, 2015(The PIT Regulations) who are expected
to have access to unpublished price sensitive information
relating to the Company. The Company Secretary is the
Compliance Officer for monitoring adherence to the said
PIT Regulations.

The Company has also formulated ‘The Code of Practices
and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information
(UPSI)’ in compliance with the PIT
Regulations. This Code is displayed on the Company’s
website viz.
www.tridenttexofab.com.

32. CODE OF CONDUCT:

The Company has adopted Code of Business Conduct
& Ethics (“the Code”) which is applicable to the Board
of Directors, Senior Management, Key Managerial
Personnel, Functional heads and all professionals serving
in the roles of finance, tax, accounting, purchase and
investor relations of the Company. The Board of Directors
and the members of the Senior Management Team (one
level below the Board of Directors) of the Company
are required to affirm annual Compliance of this Code.
A declaration signed by the Chairman and Managing
Director of the Company to this effect is placed at the end
of this report as
Annexure-E. The Code requires Directors
and Employees to act honestly, fairly, ethically and with
integrity, conduct themselves in a professional, courteous
and respectful manner. The Code is displayed on the
Company’s website viz.
www.tridenttexofab.com.

33. PREVENTION OF SEXUAL HARASSMENT
AT THE WORKPLACE:

The Company is conscious of the importance of
environmentally clean and safe operations. The Company’s
policy requires conduct of operations in such a manner
so as to ensure safety of all concerned, compliances of
environmental regulations and preservation of natural
resources. As required by the Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013, the Company has formulated and implemented a
policy on prevention of sexual harassment at the workplace
with a mechanism of lodging complaints. Besides, redressal
is placed on the intranet for the benefit of employees. 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

Following is a summary of sexual harassment complaints received and disposed off during F.Y. 2024-25.

No. of complaints not resolved as on 1st April, 2024:

Nil

No. of complaints received in financial year 2024-25:

Nil

No. of complaints resolved in financial year 2024-25:

Nil

No. of complaints not resolved as on 31st March, 2025:

Nil

34. STATUTORY AUDITORS AND
INDEPENDENT AUDITORS’ REPORT:

M/s. Shah Kailash & Associates LLP., Chartered
Accountants, (Firm Registration No. 109647W) have been
appointed as the Statutory Auditors of your Company for
a tenure of 4 (Four) years from September 27, 2024. The
Auditors’ Report given by M/s. Shah Kailash & Associates
LLP, Statutory Auditors, on the Financial Statements
of your Company, for the year ended March 31, 2025,
forms part of the Annual Report. There is no qualification,
reservation or adverse remark or any disclaimer in
their Report. The Auditors’ Report for the year is self¬
explanatory & does not contain any modified opinion,
hence need no comments.

35. REPORTING OF FRAUDS:

There have been no frauds reported under sub-section
(12) of Section 143 of the Act, during the financial year
under review, to the Audit Committee or the Board of
Directors.

36. SECRETARIAL AUDITOR AND
SECRETARIAL AUDIT REPORT:

The Company has appointed CS Mehul Amareliya,
Company Secretary in Practice (C.P. No. 24321) as the
Secretarial Auditors for the financial year 2025-26 to
2029-30 in accordance with Section 204 of the Act. The
Report on Secretarial Audit for the financial year 2024-25,
in Form MR-3, is annexed hereto as
Annexure-F and forms
part of this Report.

Auditors comment:

The company has not filed e-form MSME for the half year
ended March 31, 2024 with RoC.

Explanation to Auditors comment:

Due to an oversight or inadvertent mistake, the form was
not filed within the stipulated time frame.

37. SECRETARIAL STANDARDS:

The Company has complied with all the applicable
secretarial standards issued by the Institute of Company
Secretaries of India.

38. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies
Act, 2013, the Board of Directors of the Company have

appointed M/s Purshottam Khandelwal & Co, Chartered
Accountant as an Internal Auditor of the Company,
for the financial year 2025-26. The audit committee of
the Board of Directors in consultation with the Internal
Auditor formulates the scope, functioning, periodicity and
methodology for conducting the internal audit.

39. COST RECORDS AND AUDIT:

Pursuant to the Provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records and
Audit) Amendment Rules, 2014, the Board of Directors
have appointed M/s PAAA & Associates, Practicing Cost
Accountants (Firm Registration No. 6283) as the Cost
Auditor of the Company for Financial Year 2025-26.

40. LOAN FROM DIRECTORS:

During the year under reporting, the Company has taken
' 2617.58 Lakhs Unsecured Loan from directors and
relatives of directors and repaid of ' 3123.70 Lakhs and
closing balance was ' 364.32 Lakhs. Pursuant to rule 2(c)
(viii) of the Companies (Acceptance of Deposits) Rules,
2014 declaration has been received from them that the
amount has not been given out of the funds acquired
by them, either by borrowings or by accepting loans or
deposits from others. Refer Note No. 29 of the Financial
Statement.

41. KEY MANAGERIAL PERSON:

Pursuant to the provisions of section 203 of the
Companies Act, 2013 read with rules framed thereunder
the following persons are the key Managerial Personnel
of the Company.

1) Mr. Hardik Jigishkumar Desai, Managing Director

2) Mr. Chetan Chandrakant Jariwala, Whole Time
Director

3) Mr. Rahul Jariwala, Company Secretary and
Compliance Officer

4) Mr. Jenish Bharatkumar Jariwala, Chief Financial
Officer

42. MATERIAL CHANGES:

The Company had issued 58,37,143 fully convertible
warrants on preferential basis to persons other than
promoters on a preferential basis in accordance with
provisions specified under Chapter V of SEBI (ICDR)
Regulations, 2018, out of which 49,25,664 warrants have
been converted into equity shares.

43. GENERAL:

Your Directors state that no disclosure or reporting is

required in respect of the following items as there were no

transactions on these items during the year under review:

A. Issue of equity shares and differential rights as to
dividend, voting or otherwise.

B. Issue of Shares (including sweat equity shares) to
employees of the Company under any scheme.

C. No significant or material orders were passed by
the Regulators or Courts or Tribunals which impact
the going concern status and Company’s operations
in future.

D. Details relating to deposits covered under Section 73
of the Act read with Chapter V of the Act and the
Companies (Acceptance of Deposits) Rules, 2014.

E. There was no proceeding initiated/pending against
your Company under the Insolvency and Bankruptcy
Code, 2016.

F. The Company has not made any one-time settlement
for loans taken from the Banks or Financial
Institutions, and hence the 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 is not applicable.

44. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere
appreciation of the wholehearted cooperation received
from the Company’s Shareholders, Bankers, various
authorities of the Governments and business associates.

45. CAUTIONARY STATEMENT:

Statements in the Board’s Report and the Management
Discussion and Analysis describing the Company’s
objectives, projections, estimates, expectations or
predictions may be ‘forward looking statements’ within
the meaning of applicable securities laws and regulations.
Actual results could differ materially from those
expressed or implied. Important factors that could make
a difference to the Company’s operations include global
and Indian demand supply conditions, finished goods
prices, feedstock availability and prices, cyclical demand
and pricing in the Company’s principal markets, changes
in government regulations, tax regimes, economic
developments within India and the countries within which
the Company conducts business and other factors such
as litigation and labour negotiations. The Company is not
obliged to publicly amend, modify or revise any forward¬
looking statement, on the basis of any subsequent
development, information or events or otherwise.

For and on behalf of the Board of Directors
Trident Texofab Limited

Hardik J. Desai Chetan C. Jariwala

Place: Surat Managing Director Whole-time Director

Date: 26.08.2025 DIN: 01358227 DIN: 02780455

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