డైరెక్టర్ల నివేదిక Trident Texofab Ltd.

Mar 31, 2025

Your Directors are pleased to present the 17^th 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 17^th 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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Mar 31, 2024

Your Directors are pleased to present the 16^th Annual Report along with the Audited Financial Statements of the Company for the Financial Year ended on March 31, 2024.

1. FINANCIAL RESULT:

PARTICULARS	2023-24	2022-23
Income from operation	9,948.34	9,635.63
Other Income	38.83	190.35
Profit before Financial cost, Depreciation and Exceptional items & Tax (EBITDA)	654.41	821.16
Interest	403.69	371.14
Depreciation	164.92	164.41
Profit/(Loss) before Exceptional and Extraordinary items	85.80	285.61
Profit/(Loss) before Tax	116.88	272.60
Profit/(Loss) after Tax	107.98	221.84
Total Comprehensive Income for period	107.98	221.84
Earnings per share (Basic & Diluted) (in '')	1.07	2.20

2. BUSINESS OVERVIEW:

The Key highlights pertaining to the business of the Company for the year 2022-23 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 '' 9,948.35 and EBITDA of 654.41 as against '' 9,635.63 and '' 821.16 respectively in the previous year. During the year under review the Company has earned net profit after tax amounting to '' 107.98 as against '' 221.84 in the previous year. The Company''s earnings per share were '' 1.07 during the current year. Your Directors are hopeful to achieve better financial performance in the coming years.

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 '' 107.98 Lakhs earned during the financial year 2023-24 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, 2024, 100% of the Company''s total paid-up capital representing 1,00,70,100 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 2023-24.

8. SHARE CAPITAL:

Your Company''s Authorized, issued and Subscribed Equity Share Capital is '' 12,00,00,000/- (Rupees Twelve Crore only) divided into 1,18,00,000 (One Crores Eighteen Lacs only) 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, 2024 was '' 1,007.01 Lacs, comprising 1,00,70,100 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 2024-25.

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 2023-24 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 2023-24 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 2023-24 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 2023-24 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 2023-24, 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) Properandsufficientcarehas beentakenforthemaintenance 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 2023-24.

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.

Mr. Jenish Jariwala, Chief Financial Officer has resigned from the post of Company with effect from April 24, 2023 due to his personal reasons. In his Place Mr. Rahul Jariwala appointed as Chief Financial Officer of the Company w.e.f. April 25, 2023.

Mr. Rushi Hemantkumar Jagani, (DIN: 09756089 has tendered his resignation from the post of an Independent Directors of the Company due to his personal reasons and other professional commitments with effect from June 02, 2023. The Board places on record its sincere appreciation for his services and expert inputs provided during his tenure as the Independent Directors of your Company.

Mrs. Vrusti Patel (DIN: 08772077) 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 July 15, 2023. 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.

Dr. Mishal Shailesh Patel (DIN: 10250091) has been appointed as additional Non-Executive Independent Director of the Company w.e.f. August 10, 2023 on recommendation of the Nomination and Remuneration committee and Regularized as Non-Executive Independent Director at the previous Annual General Meeting held on September 29, 2023.

Mr. Deepak Prakashchandra Gandhi (DIN: 08256996) has tendered his resignation from the post of an Executive Directors of the Company due to his health issue with effect from October 11, 2023. The Board places on record its sincere appreciation for his services and expert inputs provided during his tenure as the Executive Directors of your Company.

Mr. Rahul Jariwala, Chief Financial Officer has resigned from the post of Company with effect from February 14, 2024 due to his personal reasons. In his Place Mr. Jenish Jariwala appointed as Chief Financial Officer of the Company w.e.f. February 15, 2024.

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 16^th 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, 2024.

26. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES:

1. Board Meetings:

The Board of Directors met 09 times during the financial year ended March 31, 2024 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 July 15, 2023 and August 10, 2024.

Post reconstitution and as on March 31, 2024, 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	Mrs. Natasha Karbhari	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 2023-24. 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 August 10, 2024.

Post reconstitution and as on March 31, 2024, 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 Mrs. Natasha Karbhari	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 July 15, 2023 and August 10, 2023.

Post reconstitution and as on March 31, 2024, 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	Mrs. Natasha Karbhari	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 2023-24, 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, 2024. There were no pending requests for share transfer/dematerialization of shares as of March 31, 2024.

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 3 (Three) 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 2023-24 was on March 13, 2024 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.

Following is a summary of sexual harassment complaints received and disposed off during FY. 2023-24:

No. of complaints not resolved as on April 01, 2023:	NIL
No. of complaints received in financial year 2023-24:	NIL
No. of complaints resolved in financial year 2023-24:	NIL
No. of complaints not resolved as on March 31, 2024:	NIL

34. STATUTORY AUDITORS AND INDEPENDENT AUDITOR''S REPORT:

M/s. Shah Kailash & Associates LLP., (previously known by M/s. Shah Kailash & Associates) Chartered Accountants, (Firm Registration No. 109647W) have been appointed as the Statutory Auditors of your Company for a tenure of 5 (five) years from July 29, 2019. The Auditor''s Report given by M/s. Shah Kailash & Associates LLP (previously known by M/s. Shah Kailash & Associates), Statutory Auditors, on the Financial Statements of your Company, for the year ended March 31, 2024, 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.

The Members of the Company at the 11^th Annual General Meeting (''AGM'') held on July 29, 2019, had approved the appointment of M/s. Shah Kailash & Associates LLP (previously known as M/s. Shah Kailash & Associates), (Firm Registration No. 109647W), as the Statutory Auditor of the Company for a term of five consecutive years, till the conclusion of the 16^th AGM to be held in the year 2024.

After evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., the Board of Directors of the Company (''Board'') has, based on the recommendation of the Audit Committee, proposed the reappointment of M/s. Shah Kailash & Associates LLP, as the Statutory Auditor of the Company, for the second consecutive term of Four Years (FY 2024-25 to FY 2027-28) from the conclusion of 16^th AGM till the conclusion of 20^th AGM of the Company to be held in the year 2028, at a remuneration as may be mutually agreed between the Chairman and the Statutory Auditor.

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 2023-24 in accordance with Section 204 of the Act. The Report on Secretarial Audit for the financial year 2023-24, in Form MR-3, is annexed hereto as Annexure F and forms part of this Report.

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 2023-24. 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:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

40. LOAN FROM DIRECTORS:

During the year under reporting, the Company has taken '' 448.63 Lakhs Unsecured Loan from directors and relatives

of directors and repaid of '' 483.24 Lakhs and closing balance was '' 498.34 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. 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. Material changes and commitments after the closure of the financial year till the date of this Report, which affects the financial position of the Company.

E. 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.

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

G. 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.

43. 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.

44. 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

Date: August 21, 2024 Managing Director Whole-Time Director

Place: Surat DIN: 01358227 DIN: 02780455

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Mar 31, 2018

DIRECTOR'S REPORT

To,

The Members,

Trident Texofab Limited

Your Directors present hereunder the 10th Annual Report on the Business and operations of the Company along with audited statement of accounts of your Company for the Financial Year ended March 31, 2018. The financial results are summarized as under:

1. FINANCIAL PERFORMANCE OF THE COMPANY:

Particulars	Â	(Amt. in Lacs.)
Â	2017-18	2016-17
Â	Â	Â
Revenue from Operations	8546.25	7594.76
Other Income	47.92	24.43
Less: Expenditure	8400.94	7480.01
Earnings before interest, tax, depreciation and amortization (EBITDA)	193.23	139.18
Less: Finance Cost	76.96	68.22
Depreciation	12.59	13.01
Extra Ordinary Items	0.00	1.58
Profit Before Tax	103.68	56.37
Less: Provision For Taxation	Â	Â
-Current Tax	28.13	22.54
-Deferred Tax Liability	0.55	0.91
Profit After Tax	75.00	32.92

2. FINANCIAL HIGHLIGHTS & OPERATIONS:

The Key highlights pertaining to the business of the company for the year 2017-18 and period subsequent there to have been given hereunder:

Your directors are pleased to report that for the year under review, your Company has been able to achieve a net turnover of Rs. 8546.25 Lacs in the year 2017-18 as compared to Rs. 7594.76 in the previous year. PAT has increased by 43.89 % from Rs.32.92 Lacs in 2016-17 to Rs.75.00 Lacs in 2017-18.

The Directors trust that shareholders will find the performance of the company for the financial year 2017-18 to be satisfactory. The Earning per share (EPS) of the company is Rs. 1.88 per share (Basic) and Diluted EPS is Rs. 2.32 per share.

3. CHANGE IN THE NATURE OF THE BUSINESS:

During the year, there is no change in the nature of the business of the Company.

4. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

5. FUTURE OUTLOOK:

Your Company is very well positioned to take advantage of ever increasing demand for the home furnishing product. Further as per every human being want his own home with fully furnished. So in this way, your Directors are hopeful to achieve better results in the coming years.

Further the company has started digital printing of design fabrics and also starts manufacturing of Polyester and polyester blended fabrics which are in progress till date of report. So that the Company can maintain quality and many other benefit from various angle.

6. APPROPRIATIONS:

> DIVIDEND:

The Board of Directors has recommended a dividend of Rs. 1.00 (Rupees One) per share of Rs. 10/- each equivalent to 10% (Ten percent) on the paid up equity share capital of the Company for the financial year ended 31.03.2018 on the equity shares of Rs. 10/- each. The Final Dividend, if approved by the shareholders at the ensuing Annual General Meeting shall be paid to those shareholders whose name appeared on the Register of Members as on Tuesday, July 03, 2018 as per details furnished by the Depositories for this purpose. This dividend will be paid when declared by the shareholders in accordance with law out of accumulated profits and will be free of tax in the hands of the shareholders. The Company will have to pay dividend distribution tax @ 15% plus applicable surcharge and education cess on the dividend.

The Company has not declared any dividend during any previous years.

> TRANSFER TO RESERVE:

The company has transferred the whole amount of Profit to Reserve and surplus account as per attached audited Balance sheet for the year ended on 31st March, 2018.

> BONUS SHARES:

The Company has allotted 23,22,250 (Twenty Three Lacs Twenty Two Thousand Two Hundred Fifty) fully-paid-up equity shares of face value of Rs. 10/- each dated April 29, 2017 to shareholders of company in proportion of 7:1 and consequently the paid up share capital increased to Rs.2,65,40,000 (Two Crore Sixty Five Lacs Forty Thousand) divided into 26,54,000 equity shares of Rs. 10/- each.

7. RIGHT ISSUE:

The Board of Directors of the Company in its meeting held on 18.05.2017 has allotted 1,65,875 equity Shares of face value of Rs. 10/- each at issue price of Rs. 35/- each including premium of Rs. 25/- each to existing shareholders of the company in ratio of 1:16 and consequently the paid up share capital increased to Rs. 2,81,98,750 (Two Crore Eighty One Lacs Ninety Eight Thousand Seven Hundred Fifty only) divided into 28,19,875 equity shares of Rs. 10/- each.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

After closure of financial year following events has been incurred-

a. Started digital printing and Embroidery.

b. Setting up of manufacturing facility of Polyester and polyester blended fabrics (in process till date of report).

9. CONVERSION OF COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

The board of directors at their meeting held on 18.05.2017 has decided to convert the company into a public limited company and the members at 9th Annual General Meeting held on 24.05.2017 has approved conversion of the Company from "Trident Texofab Private Limited" to 'Trident Texofab Limited". The Registrar of Companies, Gujarat, Dadra and Nagar Haveli has, on 06th June, 2017, issued Fresh Certificate of Incorporation Consequent upon Conversion to Public Company.

10. INITIAL PUBLIC OFFERING (IPO):

During the year under review your company entered into the capital markets with a maiden public issue of 11,76,000 equity shares of Rs. 10/- each at a premium of Rs. 20/- per share aggregating to Rs. 3,52,80,000. The issue received good response and the same was oversubscribed 7.49 times. The equity shares have been listed and traded on the SME Platform of BSE Ltd w.e.f. 05.10.2017. Subsequent to the IPO the issued, subscribed and paid up capital of your company stands at Rs. 3,99,58,750 divided into 39,95,875 equity shares of Rs. 10/- each. The Company has fully spent / utilized the proceeds of the  funds raised under the IPO as per the object of the issue up to October 19, 2017. The disclosure in compliance with the SEBI Regulation 32 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 is as under:

Sr. No.	Particulars	Amount (in Lacs)	Amount (in Lacs)	Deviation (if any) (in Lacs)
		projected utilization of funds as per offer document	Actual utilization of funds till 19.10.2017
1	Funding of working capital requirements of the Company	242.80	243.25	0.45
2	General Corporate Expenses	57.05	57.05	Nil
3	Issue Expenses	52.95	52.50	(0.45)
Â	Total	352.80	352.80	Nil

Explanation of Deviation in IPO Fund utilized -

There is deviation of amount utilized than stated in prospectus as above but within object state in prospectus. The Board state that expenses as given in prospectus is projected after considering future factors but due to company's effort issue expenses incurred low as state in prospectus so excess amount (nominal difference) has been utilized for working capital purpose. So overall, IPO fund has been fully utilized as per object state in prospectus dated 11th September, 2017. So there is no any compliance requirement as excess fund utilized for purpose which stated in the prospectus.

11. LISTING:

Your directors are pleased to inform you that the Company in the financial year 2017-18 brought the Initial Public Offer of its equity shares and got listed its shares on SME platform of BSE Ltd. on 05th October, 2017.

As on the date of this report, the shares of the Company are listed on SME platform of BSE and the Company has paid the annual listing fees for the year 2018-19.

12. AUTHORISED SHARE CAPITAL:

Since the incorporation of our company, the authorized share capital of our company has been altered in the manner ser forth below:

Particular of Change	To	Date of Shareholders' Meeting	AGM/EOGM
1,00,000 Equity Shares of Rs. 10 each		On Incorporation	-
1,00,000 Equity Shares of Rs. 10 each	10,00,000 Equity Shares of Rs. 10 each	08.10.2010	EOGM
10,00,000 Equity Shares of Rs. 10 each	40,00,000 Equity Shares of Rs. 10 each	12.04.2017	EOGM

13. PAID UP SHARE CAPITAL:

Date of Allotment	No. of shares allotted	Face Value (Rs.)		Issue Price (Rs.)	Nature of Consideration	Nature of Allotment	Cumulative No. of Shares	Cumulative paid up shares (Rs.)
05.09. 2008	10,000	10.00 10.00	Â		Cash	Subscription to MoA	10,000	1,00,000
31.01. 2010	15,000	10.00		60.00	Cash	Further Allotment	25,000	2,50,000
28.02. 2010	75,000	10.00		60.00	Cash	Further Allotment	1,00,000	10,00,000
15.03. 2011	1,47,25 0	10.00		60.00	Cash	Further Allotment	2,47,250	24,72,500
28.03. 2015	84,500	10.00		100.00	Cash	Further Allotment	3,31,750	33,17,500
29.04. 2017	23,22,2 50	10.00		Nil	Other than Cash	Bonus shares Issue	26,54,000	2,65,40,000
18.05. 2017	1,65,87 5	10.00		35.00	Cash	Further Allotment	28,19,875	2,81,98,750
29.09. 2017	11,76,0 00	10.00		30.00	Cash	Initial Public Offer	39,95,875	3,99,58,750
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14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2017-18 following changes in directorship were made: During the year following appointments were made:

Mr. Amit B. Halvawala (DIN: 07581835) has been appointed as an Additional Independent Director of the company w.e.f. 18.05.2017 and was regularized as a director at previous Annual General Meeting held on 24.05.2017.

Mr. Hardik J. Desai (DIN: 01358227) has been evaluated and appointed as a Managing Director of the Company at board meeting held on 01.06.2017 and same was approved by the members at extra ordinary general meeting held on 09.06.2017 for five years not liable to retire by rotation.

Mr. Chetan C. Jariwala (DIN: 02780455) has been evaluated and appointed as a Whole Time Director of the Company at board meeting held on 01.06.2017 and same was approved by the members at extra ordinary general meeting held on  09.06.2017 for five years.

Mr. Chetan C. Jariwala (DIN: 02780455) is liable to retire by rotation at ensuing AGM and offer himself for reappointment.

Mrs. Maniya Hardik Desai (DIN: 05351685) has been appointed as an additional non-executive director of the Company w.e.f.  01.06.2018 till conclusion of ensuing Annual General Meeting and being eligible has offered herself for reappointment.

Ms. Natasha F. Dsouza (DIN: 07846132) has been appointed as an Independent Director of the Company w.e.f. 09.06.2017 at EOGM held on basis of recommendation of board of directors for Five years from 09.06.2017 till 08.06.2022 not liable to retire by rotation.

Mrs. Ankita Jignesh Saraiya (DIN: 08057276) has been appointed as an additional Independent Director w.e.f. 01.02.2018 for Five years from 01.02.2018 till 31.01.2023 not liable to retire by rotation subject to approval of members at Annual General Meeting and being eligible has offered herself for reappointment.

During the year following resignation were made:

Mr. Amit B. Halvawala (DIN: 07581835) has been resigned from the directorship w.e.f. 01.02.2018 due to his personal reasons.

During the financial year 2017-18 following changes in Key Managerial Personnel were made:

Mr. Jenish Bharatkumar Jariwala has been appointed as a Chief Financial Officer (CFO) w.e.f. 01.06.2017.

Mr.Vijaykumar B. Vaghasiya (M. No. A49127) has been appointed as a Company Secretary & Compliance Officer of the Company w.e.f. 01.06.2017 and has been resigned w.e.f. 15.02.2018 due to his personal reasons.

Mr. Mehul N. Amareliya (M. No. A54306) has been appointed as a Company Secretary & Compliance Officer of the Company w.e.f. 24.02.2018.

The board based on recommendation of nomination and remuneration committee place before the Annual General Meeting to reappoint Mr. Chetan C. Jariwala who is retired by rotation and eligible to reappoint, to regularized Mrs. Maniya H. Desai as a Director and also appointment of Mrs. Ankita J. Saraiya as Independent Director at ensuing 10th Annual General Meeting.

Appropriate resolutions for the re-appointment are being placed for your approval at the ensuing AGM.

The brief resume of the Directors and other related information has been detailed in the Notice convening the 10 AGM of your Company.

The composition of Board complies with the requirements of the Companies Act, 2013. Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement of having composition of Board as per Listing Regulations.

15. NUMBER OF BOARD MEETING HELD:

The board met 14 (Fourteen) times during the year 2017-18 under review. The board meets at least four times a year with a maximum gap of one hundred and twenty days between any two meetings. Additional meetings are held, due to necessity for the purposes of transaction of various businesses in relation to listing of company on SME platform of BSE limited as under-01.04.2017, 13.04.2017, 21.04.2017, 29.04.2017, 01.05.2017, 18.05.2017, 01.06.2017, 03.07.2017, 31.08.2017, 26.09.2017, 29.09.2017,11.12.2017, 01.02.2018 & 24.02.2018 and their attendance are under-

(1) Mr. Amit B. Halavawala was appointed as on 18.05.2017 and resigned as on 01.02.2018.

(2) Mrs. Maniya H. Desai was appointed as on 01.06.2017.

(3) Ms. Natasha F. Dsouza was appointed as on 09.06.2017(EOGM) based on recommendation of board on 01.06.2017(board meeting)

(4) Mrs. Ankita J. Saraiya was appointed as on 01.02.2018.

16. MEETING OF INDEPENDENT DIRECTORS:

The independent directors of company met one time during the year on Saturday, 24th March, 2018 where all the independent directors were present under the requirement of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. DECLARATION BY AN INDEPENDENT DIRECTORS:

A declaration by an Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by the company. It has been provided in an Annexure-l & II which forms part of the Directors' Report.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

A policy on familiarization program for independent directors has also been adopted by the Company. All new Independent Directors inducted to the Board are presented with an overview of the Company's business operations, products, organization structures and about the Board Constitutions and its procedures.

19. DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 134(3) (c) of the Companies Act, 2013:

a. That In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

Name of Directors	No. of Meeting Held during the year	No. of Meeting Attended during the year	Whether 9 AGM has attended (Yes/No)
Hardik Jigishkumar Desai	14	14	Yes
Chetan Chandrakant Jariwala	14	14	Yes
Amit B. Halavawala	14	08	N.A.
Maniya H. Desai	14	08	Yes (as a member)
Natasha Francis Dsouza	14	08	N.A.
Ankita J. Saraiya	14	02	N.A.

b. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

c. That 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. That the directors had prepared the annual accounts on a going concern basis.

e. That 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.

f. That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

20. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

A. AUDIT COMMITTEE:

Your Company has constituted an Audit Committee ("Audit Committee"), vide Board Resolution dated July 03, 2017, as per the applicable provisions of the Section 177 of the Companies Act, 2013 and also to comply with Regulation 18 of SEBI Listing Regulations, 2015 applicable upon listing of the Company's Equity shares on SME platform of BSE, The constituted Audit Committee comprises following members:

Name of Director	Nature of Directorship	Status in Committee
Natasha Francis Dsouza	Non-Executive Independent Director	Chairperson
Ankita Jignesh Saraiya	Additional Non-Executive Independent Director	Member
Maniya Hardik Desai	Additional Non-Executive Director	Member

The Company Secretary of the Company acts as the Secretary to the Committee.

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. All the recommendations made by the Audit committee were accepted by the Board whenever made.

The audit committee shall meet at least four times in a year and not more than four months shall elapse between two meetings. The quorum shall be either two members or one third of the members of the audit committee whichever is greater, but there shall be a minimum of two independent members present.

The audit committee met two (2) times during the year on 29th November, 2017 and on 22nd March, 2018 where all the member directors were present.

B. NOMINATION AND REMUNERATION COMMITTEE:

Your Company has formed the Nomination and Remuneration Committee in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 & Regulation 19 of SEBI Listing Regulation, 2015 vide Board Resolution dated July 03, 2017. The Nomination and Remuneration Committee comprise the following:

Name of Director	Nature of Directorship	Status in Committee
Natasha Francis Dsouza	Non-Executive Independent Director	Chairperson
Ankita Jignesh Saraiya	Additional Non-Executive Independent Director	Member
Maniya Hardik Desai	Additional Non-Executive Director	Member

The Company Secretary of the Company acts as the Secretary to the Committee.

The Nomination and Remuneration Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated as per recommendation of Nomination and Remuneration Committee the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

The Nomination and Remuneration Committee met one (1) times during the year on 21st January, 2018 where all the member directors were present.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company has formed the Stakeholder's Relationship Committee in accordance with the provisions of sub-section (5) of Section 178 of the Companies Act, 2013 & Regulation 20 of SEBI Listing Regulation, 2015 vide Board Resolution dated July 03, 2017.

The Company Secretary of the Company acts as the Secretary to the Committee. The Stakeholder's Relationship Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company.

The Stakeholder's Relationship Committee met one (1) times during the year on 22nd March, 2018 where all the member directors were present.

Details of Investor's grievances/ Complaints:

No investor complaints received during the year. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31st March, 2018 are NIL.

There were no pending requests for share transfer/dematerialization of shares as of 31st March 2018. 21. AUDITORS:

> STATUTORY AUDITORS:

Appointment of Statutory Auditors:

The present Auditor of the Company M/s Bipinchandra J Modi & Co., Chartered Accountants, Surat was appointed as Auditor till conclusion of 10th Annual General Meeting from the Extra Ordinary General Meeting held on 12.05.2018 in place of M/s. K S Jagirdar & Co. who shown his inability due to not having peer review certificate from peer review board of ICAI to audit of listed company.

The consent of Bipinchandra J Modi& Co along with certificate under Section 139 of the Act has been obtained to the effect that their re-appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company.

The board accordingly on recommendation of Audit Committee, place before you for approval appointment of M/s. Bipinchandra J Modi & Co, for term of five years from conclusion of ensuing AGM till conclusion of next sixth AGM.

STATUTORY AUDITORS' OBSERVATIONS IN AUDIT REPORT:

There are no qualifications, reservations or adverse remarks made by M/s. Bipinchandra J Modi & Co., Chartered Accountants, the Statutory Auditors of the Company, in their report. The observations made by the Statutory Auditors in their report for the financial period ended 31st March, 2018 read with the explanatory notes therein are self-explanatory and

The Stakeholder's Relationship Committee comprises of the following members:

Name of Director	Nature of Directorship	Status in Committee
Natasha Francis Dsouza	Non-Executive Independent Director	Chairperson
Ankita Jignesh Saraiya	Additional Non-Executive Independent Director	Member
Maniya Hardik Desai	Additional Non-Executive Director	Member

therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

> SECRETARIAL AUDITOR:

Pursuant to provision of Section 204 of Companies Act, 2013 and Rules made there under, Mr. Praful N. Vekariya, Company Secretary in Practice has been appointed as a Secretarial Auditor of the Company for the "Financial Year 2017-18" in Meeting of Board of Directors held on February 24, 2018. A Secretarial Audit Report in Form MR-3 given by Mr. Praful N. Vekariya, Company Secretary in Practice has been provided in an Annexure-lll which forms part of the Directors Report.

SECRETARIAL AUDITORS' OBSERVATIONS IN SECRETARIAL AUDIT REPORT:

There is no qualification, reservation or adverse remarks or disclaimer made by the Secretarial Auditor in their report and do not call for any further explanation/comment from the board.

> INTERNAL AUDITOR:

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the board has appointed Mr. Dhaval Kamlesh Baman as an Internal Auditor of the Company at its meeting held on February 24, 2018 for the financial year 2017-18.

The Company continued to implement his suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditor's findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

> Cost Auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

22. SECRETARIAL STANDARDS:

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable.

Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

23. EVALUATION OF BOARD'S PERFORMANCE:

In compliance with the provisions of the Companies Act, 2013 ('the Act') and SEBI (LODR) Regulations, 2015, the Board during the year adopted a formal mechanism for evaluation of its performances as well as that of its committees and individual Directors, including the Chairman of the Board. A structured mechanism was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

24. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

25. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company as on 31st March, 2018.

26. CLASSES OF SHARES:

As on date, the Company has only one class of share capital i.e. Equity Shares of Rs. 10/- each.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal Audit functions reports to the Chairman of the Audit Committee and to Chairman/Managing Director of the Company.

The Internal Audit monitors and evaluates the efficiency and adequacy of internal control systems in the company. It's compliances with operating systems, accounting procedure and policies at all locations of the Company.

28. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

29. RISK MANAGEMENT:

Risk Management is the systematic process of understanding, measuring, controlling and communicating 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.

30. RELATED PARTIES TRANSACTIONS:

There were no any materially significant related parties' transaction with promoters and directors which were in conflict with the interest of the Company attracting the provision of Section 188 of the Companies Act, 2013 during the financial year. Thus disclosure in Form AOC-2 is not required.

However Form AOC 2 related with particulars of contract or arrangements with related parties are annexed herewith as Annexure IV.

31. EXTRACT OF ANNUAL RETURN:

The extract of the annual return in Form MGT-9 in terms of Section 92(3) of the Companies Act, 2013 for the financial year under review has been provided as Annexure V and also being uploaded at website of the company www.tridenttexofab.com.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Since the company has given loan or provided any guarantee or made any investment covered under section 186 of the Companies Act 2013 during the year and complied with the provisions of the Act.

33. CORPORATE GOVERNANCE:

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation, 2015, the annual report of the listed entity shall contain Corporate Governance Report and it is also further provided that (a) the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year; (b) the listed entity which has listed its specified securities on the SME Exchange, the said provisions are not applicable. As our Company has paid up capital and net worth below level as specified in above regulation and is a SME Listed company listed on BSE SME Platform, therefore the Corporate Governance Report is not applicable and therefore not provided by the Board.

34. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:

1. the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year: 1.44

2. the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;  60% remuneration increase of Managing Director

3. the percentage increase in the median remuneration of employees in the financial year; Nil

4. No. of permanent employees on the rolls of company; 18

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.

35. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has zero tolerance towards any action on the part of any executive which may fall under the ambit of 'Sexual Harassment' at workplace and is fully committed to uphold and maintain the dignity of every women executive working in your Company. The Sexual Harassment Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

During the year under review, there were no complaints pending as on the beginning of the financial year and no new complaints were filed during the financial year under review.

36. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under Section 134(3) (m) read with Rule 8 of the Companies (Accounts Rules) 2014, is not applicable to the Company.

Foreign Exchange Earnings and Outgo:

During the year 2017-2018 the company has not earned/utilized any foreign exchange.

37. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Listing Regulations is given as an "Annexure - VI" to this report.

38. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in "Annexure -VII" forming part of the Annual Report.

39. CORPORATE SOCIAL RESPONSIBILITY POLICY:

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

40. HEALTH, SAFETY & ENVIRONMENT POLICY:

The Company has recognized, health management, occupational safety and environment protection (HSE) as one of the most important elements in the organization's sustainable growth and has closely linked it to its cultural values. The Company continually strives to create a safe working environment by being responsive, caring and committed to the various needs governing the security and well-being of employees.

41. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate safeguards to employees and Directors against victimization. The Vigil Mechanism Policy has been uploaded on the website of the Company, the link provided below: (http://www.tridenttexofab.com/home/wp-content/uploads/2018/03/Whistle%20Blower%20Policy.pdf).

42. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the code.

43. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website http://www.tridenttexofab.com/code-of-conduct/.

A declaration signed by the Company's Managing Director for the Compliance of these requirements is furnished in "Annexure - VIII" forming part of the Annual Report.

44. MD AND CFO CERTIFICATION:

The MD and CFO of the company required to gives annual certification on financial reporting and internal controls to the board in terms of Regulation 17(8) of listing regulation and certification on financial results while placing the financial result before the board in terms of Regulation 33 of listing regulation and same is published in this "Annexure - IX report.

45. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with employees at all level.

46. GENERAL DISCLOSURES:

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.

47. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors
Trident Texofab Limited
Place: Surat	Â	Â
Date: 28.05.2018	Sd/-	Sd/-
Â	Hardik J. Desai	Chetan C. Jariwala
Â	Managing Director	Whole Time Director
Â	DIN: 01358227	DIN: 02780455

Annexure-l

DECLARATION OF INDEPENDENCE

Date: 01.04.2018

To,

The Board of Directors,

Trident Texofab Limited

2004, 2nd Floor, North Extension,

Falsawadi, Begumpura, Nodh-4/1650,

Sahara Darwaja, Surat-395003

Subject: Declaration of independence under sub-section (6) of section 149 of the Companies Act, 2013 and the Regulation 16 of SEBI (LODR), Regulation, 2015

I, NATASHA FRANCIS DSOUZA, (DIN: 07846132), hereby certify that I am a Non-Executive Independent Director of Trident Texofab Limited, having it registered office at 2004, 2nd Floor, North Extension, Falsawadi, Begumpura, Nodh-4/1650, Sahara Darwaja, Surat-395003 and comply with all the criteria of independent director as envisaged in the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and the Companies Act, 2013.

I certify that:

• I possess relevant expertise and experience to be an independent director in the company;

• I am/was not a promoter of the company or its holding, subsidiary or associate company;

• I am not related to promoters/directors/ persons occupying management position at the board level or level below the board in the company, its holding, subsidiary or associate company;

• Apart from receiving director sitting fees/remuneration, I have/had no pecuniary relationship/transactions with the company, its promoters, its directors, its senior management or its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

• Not any of my relatives has or had any pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to 2% or more of its gross turnover or total income or Rs. 50 Lacs or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

• Neither me nor any of my relatives:

a. holds or has held the position of a key managerial personnel or is or has been employee/executive of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year;

b. is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year of;

I. a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

II. any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to 10% or more of the gross turnover of such firm;

c. holds together with my relatives 2% or more of the total voting power of the company; or

d. is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives 25% or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds 2% or more of the total voting power of the company; or

• lam not a material supplier, service provider or customer or a lessor or lessee of the company;

• I do hereby declare that I am not disqualified to act as the Director under any of the circumstances stipulated under Section 164 of the Companies Act, 2013 and that I at present stand free from any disqualification from being a director under other provisions of Section 164 of the Companies Act, 2013.

• I am not less than 21 years of age.

Declaration

I undertake that I shall seek prior approval of the Board if and when I have any such relationship / transactions, whether material or non-material. If I fail to do so I shall cease to be an independent director from the date of entering in to such relationship / transactions.

Further, I do hereby declare and confirm that the above said information's are true and correct to the best of my knowledge as on the date of this declaration of independence and I shall take responsibility for its correctness and shall be liable for fine if any imposed on the Company, its directors, if the same found wrong or incorrect in future.

I further undertake to intimate immediately upon changes, if any, to the Company for updating of the same. Thanking you, Yours faithfully,

Sd/-

NATASHA FRANCIS DSOUZA

Non-Executive & Independent Director

DIN:07846132

Annexure-II

 DECLARATION OF INDEPENDENCE

Date: 01.04.2018

To,

The Board of Directors,

Trident Texofab Limited

2004, 2nd Floor, North Extension,

Falsawadi, Begumpura, Nodh-4/1650,

Sahara Darwaja, Surat-395003

Subject: Declaration of independence under sub-section (6) of section 149 of the Companies Act, 2013 and the Regulation 16 of SEBI (LODR), Regulation, 2015

I, ANKITA JIGNESH SARAIYA, (DIN: 08057276), hereby certify that I am a Non-Executive Independent Director of Trident Texofab Limited, having it registered office at 2004, 2nd Floor, North Extension, Falsawadi, Begumpura, Nodh-4/1650, Sahara Darwaja, Surat-395003 and comply with all the criteria of independent director as envisaged in the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and the Companies Act, 2013.

I certify that:

• I possess relevant expertise and experience to be an independent director in the company;

• I am/was not a promoter of the company or its holding, subsidiary or associate company;

• I am not related to promoters/directors/ persons occupying management position at the board level or level below the board in the company, its holding, subsidiary or associate company;

• Apart from receiving director sitting fees/remuneration, I have/had no pecuniary relationship/transactions with the company, its promoters, its directors, its senior management or its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

• Not any of my relatives has or had any pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to 2% or more of its gross turnover or total income or Rs. 50 Lacs or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

• Neither me nor any of my relatives:

e. holds or has held the position of a key managerial personnel or is or has been employee/executive of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year;

f. is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year of;

III. a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

IV. any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to 10% or more of the gross turnover of such firm;

g. holds together with my relatives 2% or more of the total voting power of the company; or h. is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives 25% or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds 2% or more of the total voting power of the company; or

• lam not a material supplier, service provider or customer or a lessor or lessee of the company;

• I do hereby declare that I am not disqualified to act as the Director under any of the circumstances stipulated under Section 164 of the Companies Act, 2013 and that I at present stand free from any disqualification from being a director under other provisions of Section 164 of the Companies Act, 2013.

• I am not less than 21 years of age.

Declaration

I undertake that I shall seek prior approval of the Board if and when I have any such relationship / transactions, whether material or non-material. If I fail to do so I shall cease to be an independent director from the date of entering in to such relationship / transactions.

Further, I do hereby declare and confirm that the above said information's are true and correct to the best of my knowledge as on the date of this declaration of independence and I shall take responsibility for its correctness and shall be liable for fine if any imposed on the Company, its directors, if the same found wrong or incorrect in future.

I further undertake to intimate immediately upon changes, if any, to the Company for updating of the same. Thanking you, Yours faithfully,

Sd/-

ANKITA JIGNESH SARAIYA

Non-Executive & Independent Director DIN:08057276

Annexure-III

FORM No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2018

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Trident Texofab Limited

2004, 2nd Floor, North Extension,

Falsawadi, Begumpura, Sahara Darwaja,

Surat-395003, Gujarat

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Trident Texofab Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Trident Texofab Limited's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit and the representations made by the Company, we hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended on 31st March, 2018 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by Trident Texofab Limited for the Financial Year ended on 31st March, 2018 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the rules made there under; II. The Securities Contract (Regulation) Act, 1956 ('SCRA') and the rules made there under;

The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign

Direct Investment, Overseas Direct Investment and External Commercial Borrowings; V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992  ('SEBI Act'):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014 (during the year under review not applicable to the Company);

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (during the year under review not applicable to the Company);

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (during the year under review not applicable to the Company); and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (during the year under review not applicable to the Company);

VI. The Securities and Exchange Board of India (The Listing Obligations and Disclosure requirements) Regulations, 2015; We have also examined compliance with the applicable clauses of the following:

I. Secretarial Standards of the Institute of Company Secretaries of India, II. The Listing Agreements entered into by the Company with BSE-SME Stock Exchange.

During the year under review, the company has complied with the provisions of the act, rules, regulations and guidelines mentioned above.

We further report that based on the information provided by the company, its officers and authorised representative during the conduct of the audit, and also on the review of reports by CS/CEO of the company, in our opinion, adequate systems and processes and control mechanism exist in the company to monitor and ensure compliance with applicable general laws.

We further report that the compliance by the company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this audit since the same have been subject to review by statutory financial audit and other designated professionals.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the chairman, the decisions of the board were unanimous and no dissenting views have been recorded.

We further report that during the audit period, the company has issued/allotted 23,22,250 Equity Shares as Bonus shares on 29.04.2017 in the proportion of 7(seven) equity shares for every l(one) equity share having a major bearing on the company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

The Company has obtained approval from members by way of special resolution at Annual General Meeting held on 24.05.2017 for conversion from Private limited company to Public Limited Company and Certificate of Incorporation Consequent upon conversion to Public Limited Company issued on 06.06.2017.

We further report that during the audit period, the company has issued/allotted 1,65,875 Equity Shares of Rs. 10/- each at a premium of Rs. 25/- as a Right Issue on 18.05.2017 in the proportion of One new equity shares for every Sixteen equity share having a major bearing on the company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

The Company has obtained approval from members by way of Special Resolution in general meeting in terms of Section 180(l)(c) & Section 180(l)(a) of the Act authorising the Board to borrow and create charge on assets / undertaking of the Company to secure any current and/or future borrowings.

The Company has approached capital market with IPO by offer and allotment of 11,76,000 Equity Shares of Rs. 10/- each at a premium of Rs. 20/- and securities of the Company were listed on BSE-SME segment w.e.f. October 05, 2017. The total aggregate post IPO Capital of the Company is Rs. 3,99,58,750/-.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. Our examination was limited to the verification of procedures on test basis and the report provides not absolute but, reasonable assurance.

Place: Surat

Date: 28.05.2018

Sd/-

Praful N. Vekariya

Company Secretary in Practice

M. NO. 21367

COP No. 10858

This report is to be read with our letter of even date which is annexed as "Annexure A" and forms an integral part of this report.

"Annexure - A" To,

The Members, Trident Texofab Limited 2004, 2nd Floor, North Extension, Falsawadi, Begumpura, Sahara Darwaja, Surat-395003, Gujarat

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Place: Surat
Date: 28.05.2018

Sd/-

Praful N. Vekariya

Company Secretary in Practice

M. NO. 21367

COP No. 10858

Annexure-IV

FORM AOC-2 Particulars of Contracts/arrangements made with related parties

(Pursuant to clause (h) sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Forms for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in section 188(1) of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis:

Trident Texofab Limited has not entered into any contract or arrangement or transaction with its related parties which is not at arm's length.

2. Details of material contracts or arrangement or transactions at arm's length basis:

a) Name of Related Party & nature of relationship	(b) Nature of contracts/arrangements /transactions	(c) Duration
NIL	NIL	NIL
NIL	NIL	NIL
NIL	NIL	NIL

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: NIL

(e) Date(s) of approval by the Board (if any): NIL

(f) Amount paid as advances, if any: Nil

(g) Date on which the special resolution was passed in general meeting (if any): N.A.

For and on behalf of the Board of Directors
Trident Texofab Limited
Place: Surat	Â	Â
Date: 28.05.2018	Sd/-	Sd/-
Â	Hardik J. Desai	Chetan C. Jariwala
Â	Managing Director	Whole Time Director
Â	DIN: 01358227	DIN: 02780455

Annexure-V

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN  AS ON THE FINANCIAL YEAR ENDED ON 31st March, 2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule!2 (1) of the Companies (Management and Administration) Rules, 2014]

REGISTRATION AND OTHER DETAILS:

i.	CIN	L17120GJ2008PLC054976
ii.	Registration Date	05.09.2008
iii.	Name of the Company	TRIDENT TEXOFAB LIMITED
iv.	Category/Sub-Category of the Company	Company Limited by Shares/ Indian Non-Government Company
V.	Address of the Registered office and contact details	2004, 2nd Floor, North Extension, Falsawadi,
		Begumpura, Nodh-4/1650, Sahara Darwaja, Surat-
		395003, Gujarat, India
		Tel.: [phone]
		Email: [email protected]
		Website: www.tridenttexofab.com
vi.	Whether listed company	Yes (BSE Scrip Code: 540726)
vii.	Name, Address and Contact details of Registrar and Transfer Agent, if any	Karvy Computershare Pvt. Ltd.
		Karvy Selenium Tower B, Plot 31-32, Gachibowli
		Financial District, Nanakramguda, Hyderabad-
		500032, Telangana, India
		Tel.: [phone]/
		33215571
		Fax: [phone]
		Email: [email protected]
		Website: www.karisma.karvy.com

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sr. No.	Name and Description of main products/ services	NIC Code of the Product/ service	% to total turnover of the company
1	Wholesale of textiles, fabrics, yarn, household linen, articles of clothing	46411	100%

PARTICULARS OF HOLDING. SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr. No.	Name And Address Of The Company	CIN/GLN	Holding/ Subsidiary /Associate	% of shares held	Applicable Section
1.	-	-	-	-	-
2.	-	-	-	-	-

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as % of Total Equity):

i. Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year (01.04.2017)				No. of Shares held at the end of the year (31.03.2018)				% Change During The year
Â	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	Â
A. Promoter	Â	Â	Â	Â	Â	Â	Â	Â	Â
1) Indian	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Individual/ HUF	0	323417	323417	97.49	2831865	0	2831865	70.87	-26.62
b) Central Govt	0	0	0	0	0	0	0	0	0
c) State Govt(s)	0	0	0	0	0	0	0	0	0
d) Bodies Corp	0	0	0	0	0	0	0	0	0
e) Banks / Fl	0	0	0	0	0	0	0	0	0
f) Any Other	0	0	0	0	0	0	0	0	0
Sub-total(A)(l):-	0	323417	323417	97.49	2831865	0	2831865	70.87	-26.62
2) Foreign	Â	Â	Â	Â	Â	Â	Â	Â	Â
g) NRIs-Individuals	0	0	0	0	0	0	0	0	0
h) Other-Individuals	0	0	0	0	0	0	0	0	0
i) Bodies Corp.	0	0	0	0	0	0	0	0	0
j) Banks / Fl	0	0	0	0	0	0	0	0	0
k) Any Other....	0	0	0	0	0	0	0	0	0
Sub-total(A)(2):-	0	0	0	0	0	0	0	0	0
Total Shareholding of Promoter (A)= (A)(1)+(A)(2)	0	323417	323417	97.49	2831865	0	2831865	70.87	-26.62
B. Public Shareholding	Â	Â	Â	Â	Â	Â	Â	Â	Â
1. Institutions	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Mutual Funds	0	0	0	0	0	0	0	0	0
b) Banks / Fl	0	0	0	0	0	0	0	0	0
c) Central Govt	0	0	0	0	0	0	0	0	0
d) State Govt(s)	0	0	0	0	0	0	0	0	0
e) Venture Capital Funds	0	0	0	0	0	0	0	0	0
f) Insurance Companies	0	0	0	0	0	0	0	0	0
g) Flls	0	0	0	0	0	0	0	0	0
h) Foreign Venture Capital Funds	0	0	0	0	0	0	0	0	0
i) Others (specify)	0	0	0	0	0	0	0	0	0
Sub-total(B)(l);	0	0	0	0	0	0	0	0	0
2. Non Institutions	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Bodies Corp.	Â	Â	Â	Â	Â	Â	Â	Â	Â
(i) Indian	0	0	0	0	320429	0	320429	8.02	8.02
(ii) Overseas	0	0	0	0	Â	0	Â	Â	0
Â	Â	Â	Â	Â	0	Â	0	0	Â
b) Individuals	Â	Â	Â	Â	Â	Â	Â	Â	Â
(i) Individual shareholders holding nominal share capital upto Rs. llakh	0	8333	8333	2.51	368010	0	368010	9.21	6.70
(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh	0	0	0	0	399571	0	399571	10.00	10.00
c) Others	Â	Â	Â	Â	Â	Â	Â	Â	Â
-HUF	0	0	0	0	68000	0	68000	1.70	1.70
-Non Resident Indians	0	0	0	0	0	0	0	0	0
-Overseas Corporate Bodies	0	0	0	0	0	0	0	0	0
-Foreign Nationals	0	0	0	0	0	0	0	0	0
-Clearing Members	0	0	0	0	8000	0	8000	0.20	0.20
-Trusts	0	0	0	0	0	0	0	0	0
-Foreign Bodies -DR	0	0	0	0	0	0	0	0	0
Sub-total(B)(2):	0	8333	8333	2.51	1164010	0	1164010	29.13	13868.68
Total Public Shareholding (B)=(B)(1)+ (B)(2)	0	8333	8333	2.51	1164010	0	1164010	29.13	13868.68
C. Shares held by Custodian for GDRs&ADRs	0	0	0	0	0	0	0	0	0
Grand Total (A+B+C)	0	331750	331750	100	3995875	0	3995875	100	13842.06

 

ii. Share holding of Promoters and Promoters Group:

Â

Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

Â

 

 Sr. No	Â	No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbere d to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged / encumber ed to total shares	1% change in share holdi ng during the year
1.	Hardik Jigishkumar Desai	264917	79.85	0	2285211	57.19	0	-22.67
2.	Chetan Chandrakant Jariwala	35387	10.67	0	507980	12.71	0	2.05
3.	Maniya Hardikkumar Desai	3333	1.00	0	26644	0.67	0	-0.34
4.	Bhavesh Harishbhai Jarwala	19780	5.96	0	0	0	0	-5.96
5.	Anjanaben Jigishkumar Desai	0	0	0	12010	0.30	0	0.30
6.	Rupa Chetan Jariwala	0	0	0	10	Negligible	0	Negligible
7.	Jariwala Kailashben Chandrakant	0	0	0	10	Negligible	0	Negligible
Â	Total	323417	97.49	0	2831865	70.87	0	-26.62

iii.Change in Promoters'Shareholding (please specify, if there is no change):

Sr. no	Particulars	Shareholding at the beginning of the year		Cumulative Shareholding during the year
Â	Â	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
Â	At the beginning of the year	323417	97.49	323417	97.49
Â	Increase in Promoters Share holding due to transfer of shares dated 01.04.2017	8333	2.51	331750	100.00
Â	Increase in Promoters Share holding due to Bonus Shares issue on 29.04.2017 in ratio of 7:1	2322250	Â	2654000	100
Â	Decrease in Promoters Share holding due to Transfer of shares on 18.05.2017	-40	-	2653960	100
Â	Increase in Promoters Share holding due to Transfer of shares on 18.05.2017	30	Â	2653990	100
Â	Increase in Promoters Share holding due to Right Issue of on 18.05.2017 in ratio of 1:16	165875	Â	2819865	100
Â	Decrease in Promoters share holding due to IPO allotment dated 29.09.2017	Â	Â	2819865	70.57
Â	Increase in Promoters share holding due to acquisition of shares	12000	0.30	2831865	70.87
Â	At the End of the year	2831865	70.87	2831865	70.87

 

IV. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs):

Sr. no	Particulars	Shareholding at the beginning of the year				Cumulative Shareholding during the year
Â	Â	No. of shares			% of total shares of the company	No. of shares		% of total shares of the company
1.	Ajay H. Shah	Â			Â	Â		Â
Â	At the beginning of the year	8333			2.51	8333		2.51
Â	Date wise increase/decrease in shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer/ bonus/ sweat equity etc):	Date	Shares	Reason	Â	Shares	Cummulati ve	Â
		01.04.20 17	-8333	Transfer		0	0
Â	At the End of the year	0			0	0		0
2	Guiness Securities Limited(10000193)	Â			Â	Â		Â
Â	At the beginning of the year	0			0	0		0
Â	Date wise increase/decrease in shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer/ bonus/ sweat equity etc):	Date	Shares	Reason	Â	Shares	Cummulati ve	Â
		13.10.20 17	100000	Purchase		100000	100000
		Â	Â	Â		Â	Â	Â
Â	At the End of the year	100000			2.50	100000		2.50
3	Guiness Securities Limited(10018888)	Â			Â	Â		Â
Â	Â	Â			Â	Â		Â

 

Â	At the beginning of the year	0			0	0		0
Â	Date wise increase/decrease in shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer/ bonus/ sweat equity etc):	Date	Shares	Reason	Â	Shares	Cummulative	Â
		03.10.17	64000	IPO Allotment		64000	64000
		13.10.17	36000	Purchase		36000	100000
		20.10.17	8000	Purchase		8000	108000
		31.10.17	4000	Purchase		4000	112000
		17.11.17	-12000	Sale		-12000	100000
		01.12.17	-4000	Sale		-4000	96000
		08.12.17	-8000	Sale		-8000	88000
		15.12.17	4000	Purchase		4000	92000
		29.12.17	-12000	Sale		-12000	80000
		05.01.18	-8000	Sale		-8000	72000
		19.01.18	4000	Purchase		4000	76000
		26.01.18	8000	Purchase		8000	84000
		02.02.18	8000	Purchase		8000	92000
		09.02.18	-12000	Sale		-12000	80000
		16.02.18	-4000	Sale		-4000	76000
		23.02.18	4000	Purchase		4000	80000
		02.03.18	-12000	Sale		-12000	68000
		09.03.18	-8000	Sale		-8000	60000
		16.03.18	-4000	Sale		-4000	56000
		23.03.18	12000	Purchase		12000	68000
Â	At the End of the year	68000			1.70	68000		1.70
Â	Â	Â			Â	Â		Â
4	Jayantilal Mohanlal Patel	Â			Â	Â		Â
Â	At the beginning of the year	0			0	0		0
Â	Date wise increase/decrease in shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer/ bonus/ sweat equity etc)	Date	Shares	Reason	Â	Shares	Cummulative	Â
		03.10. 17	4000	IPO Allotment		4000	4000
		13.10. 17	52000	Purchase		52000	56000
		10.11. 17	4000	Purchase		4000	60000
		Â	Â	Â		Â	Â
Â	At the End of the year	60000			1.50	60000		1.50
Â	Â	Â			Â	Â		Â
5	Miker Financial Consultants Pvt Ltd	Â			Â	Â		Â
Â	At the beginning of the year	0			0	0		0
Â	Date wise increase/decrease in shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment /transfer/ bonus/ sweat equity etc):	Date	Shares	Reason	Â	Shares	Cummulative	Â
		09.02. 18	60000	Purchase		60000	60000
		16.03. 18	4000	Purchase		4000	64000
		23.03. 18	-4000	Sale		-4000	60000

 

Â	Â	30.03. 18	-4000	Sale	Â	-4000	56000	Â
Â	At the End of the year	56000			1.40	56000		1.40
Â	Â	Â			Â	Â		Â
6	Festino Vincom Limited	Â			Â	Â		Â
Â	At the beginning of the year	0			0	0		0
Â	Date wise increase/decrease in shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer/ bonus/ sweat equity etc):	Date	Shares	Reason	Â	Shares	Cummulati ve	Â
		02.03. 18	28000	Purchase		28000	28000
Â	At the End of the year	28000			0.70	28000		0.70
Â	Â	Â			Â	Â		Â
7	Value Ideas Investment Services Private Limited	Â			Â	Â		Â
Â	At the beginning of the year	0			0	0		0
Â	Date wise increase/decrease in shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer/ bonus/ sweat equity etc):	Date	Shares	Reason	Â	Shares	Cummulati ve	Â
		03.10.1 7	12000	Purchase		12000	12000
		13.10.1 7	16000	Purchase	Â	16000	28000
		23.03.1 8	-4000	Sale		-4000	24000
Â	At the End of the year	24000			0.60	24000		0.60
Â	Â	Â			Â	Â		Â
8	Jainam Share Consultants Pvt. Ltd -Collateral Account	Â			Â	Â		Â
Â	At the beginning of the year	0			0	0		0
Â	Date wise increase/decrease in shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer/ bonus/ sweat equity etc):	Date	Shares	Reason	Â	Shares	Cummulati ve	Â
		13.10. 17	28000	Purchase		28000	28000
		29.12. 17	-3142	Sale		-3142	24858
		05.01. 18	-858	Sale		-858	24000
		02.02. 18	4000	Purchase		4000	28000
		16.02. 18	-4000	Sale	Â	-4000	24000
Â	At the End of the year	24000			0.60	24000		0.60

 

9	Vidit Dineshbhai Shah	Â			Â	Â		Â
Â	At the beginning of the year	0			0	0		0
Â	Date wise increase/decrease in shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer/ bonus/ sweat equity etc):	Date	Shares	Reason	Â	Shares	Cummulativ e	Â
		13.10.17	24000	Purchase		24000	24000
		31.10.17	4000	Purchase		4000	28000
		23.03.1	-4000	Sale		-4000	24000
Â	At the End of the year	24000			0.60	24000		0.60
Â	Â	Â			Â	Â		Â
10	Parthiv Bharatbhai Patel	Â			Â	Â		Â
Â	At the beginning of the year	0			0	0		0
Â	Date wise increase/decrease in shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment /transfer/ bonus/ sweat equity etc):	Date	Shares	Reason	Â	Shares	Cummula-tive	Â
		13.10.2 017	20000	Purchase		20000	20000
		29.12.2 017	4000	Purchase		4000	24000
Â	At the End of the year	24000			0.60	24000		0.60
Â	Â	Â			Â	Â		Â
11	Amish S Lakdawala	Â			Â	Â		Â
Â	At the beginning of the year	0			0	0		0
Â	Date wise increase/decrease in shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment /transfer/ bonus/ sweat equity etc):	Date	Shares	Reason	Â	Shares	Cummula-tive	Â
		03.10.2 017	4000	IPO Allotment		4000	4000
		13.10.2 017	12000	Purchase		12000	16000
		02.03.2 018	8000	Purchase		8000	24000
Â	At the End of the year	24000			0.60	24000		0.60

V. Shareholding of Directors and Key Managerial Personnel:

Sr.	Shareholding of each Directors and each Key Managerial Personnel	Shareholding at the beginning of the year		Cumulative Shareholding during the year
Â	Â	Â	Â	Â	Â
Â	Â	Â	Â	Â	Â

 

Â	Â	Â	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	Â	Hardik J. Desai (Managing Director)	Â	Â	Â	Â
Â	Â	At the beginning of the year	264917	79.85	264917	79.85
Â	Â	Increase in Share holding due to Bonus Shares issue on 29.04.2017 in ratio of 7:1	1854419	69.87	2119336	79.85
Â	Â	Increase in Share holding due to Right Issue of on 18.05.2017 in ratio of 1:16	165875	7.26	2285211	81.04
Â	Â	At the End of the year	2285211	57.19*	2285211	57.19*
Â	Â	Â	Â	Â	Â	Â
2	Â	Chetan C. Jariwala (Whole Time Director)	Â	Â	Â	Â
Â	Â	At the beginning of the year	35387	10.67	35387	10.67
Â	Â	Increase in Share holding due to Transfer of shares on 01.04.2017	28113	8.47	63500	19.14
Â	Â	Increase in Share holding due to Bonus Shares issue on 29.04.2017 in ratio of 7:1	444500	16.75	508000	18.01
Â	Â	Decrease in Share holding due to Transfer of Shares on 18.05.2017	-20	Negligible	507980	18.01
Â	Â	At the End of the year	507980	12.71*	507980	12.71*
Â	Â	Â	Â	Â	Â	Â
3	Â	Maniya Hardik Desai (Non-Executive Director)	Â	Â	Â	Â
Â	Â	At the beginning of the year	3333	1.00	3333	1.00
Â	Â	Increase in Share holding due to Bonus Shares issue on 29.04.2017 in ratio of 7:1	23331	0.88	26664	1.00
Â	Â	Decrease in Share holding due to Transfer of Shares on 18.05.2017	-20	Negligible	26644	0.94
Â	Â	At the End of the year	26644	0.67*	26644	0.67*
Â	Â	Â	Â	Â	Â	Â
4	Â	Natasha F. Dsouza (Non-Executive Independent Director)	Â	Â	Â	Â
Â	Â	At the beginning of the year	0	0	0	0
Â	Â	Change during the year	0	0	0	0
Â	Â	At the End of the year	0	0	0	0
Â	Â	Â	Â	Â	Â	Â
5	Â	Ankita J. Saraiya (Non-Executive Independent Director)	Â	Â	Â	Â
Â	Â	At the beginning of the year	0	0	0	0
Â	Â	Change during the year	0	0	0	0
Â	Â	At the End of the year	0	0	0	0
Â	Â	Â	Â	Â	Â	Â
6	Â	Jenish B. Jariwala (Chief Financial Officer)	Â	Â	Â	Â
Â	Â	At the beginning of the year	0	0	0	0
Â	Â	Change during the year	0	0	0	0
Â	Â	At the End of the year	0	0	0	0
Â	Â	Â	Â	Â	Â	Â
7	Â	Mehul N. Amareliya	Â	Â	Â	Â
Â	Â	(Company Secretary)	Â	Â	Â	Â
Â	Â	At the beginning of the year	0	0	0	0
Â	Â	Change during the year	0	0	0	0
Â	Â	At the End of the year	0	0	0	0

 

* Decrease in % of shareholding of Directors and KMP due to issue of 11,76,000 share through IPO dated 29.09.2017

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

(Amt. in Lacs)

Â	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year	Â	Â	Â	Â
i) Principal Amount	324.25	44.46	0.00	368.71
ii) Interest due but not paid	0.00	0.00	0.00	0.00
iii) Interest accrued but not	0.00	0.00	0.00	0.00
Total (i+ii+iii)	324.25	44.46	0.00	368.71
Â	Â	Â	Â	Â
Change in Indebtedness during the financial year	Â	Â	Â	Â
- Addition	0.00	30.12	0.00	30.12
- Reduction	-14.11	0.00	0.00	-14.11
Net Change	-14.11	30.12	0.00	16.01
Â	Â	Â	Â	Â
Indebtedness at the end of the financial year	Â	Â	Â	Â
i) Principal Amount	310.14	74.58	0.00	384.72
ii) Interest due but not paid	0.00	0.00	0.00	0.00
iii) Interest accrued but not due	0.00	0.00	0.00	0.00
Total (i+ii+iii	310.14	74.58	0.00	384.72

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director. Whole-time Directors and /or Manager:

(Am.tin Lacs)

SI. No.	Particulars of Remuneration	Name of MD/WTD/ Manager		Total Amount
Â	Â	Hardik J. Desai MD	Chetan C. Jariwala WTD	Â
1.	Gross salary	Â	Â	Â
Â	(a)Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	11.50	7.20	18.70
Â	(b)Value of perquisites u/s 17(2) Income-tax Act, 1961	0	0	0
Â	(c)Profits in lieu of salary under section 17(3) Income-tax Act,1961	0	0	0
2.	Stock Option	0	0	0
3.	Sweat Equity	0	0	0
4.	Commission	Â	Â	Â
Â	- as% of profit	0	0	0
Â	- Others, specify...	0	0	0
5.	Others, please specify	0	0	0
Â	Total (A)	11.50	7.20	18.70
Â	Ceiling as per the Act	As per the provisions of section 197 of Companies Act, 2013	Â	Â

 

MD and WTD have been appointed w.e.f. 09.06.2017.

Salary of Rs. 10.50 Lacs paid to Hardik Desai from month of appointment as a MD.

Salary of Rs. 06.00 Lacs paid to Chetan Jariwala from month of appointment as a WTD.

B. Remuneration to other directors:

SI. No.	Particulars of Remuneration	Name of Directors				Total Amount
		Maniya H. Desai	Natasha F. Dsouza	AnkitaJ. Saraiya	Amit B. Halwavala*
1	Independent Directors	Â	Â	Â	Â	Â
Â	-Fee for attending board/ committee meetings	0	24000	8000	20000	52000
Â	•Commission	0	0	0	0	0
Â	-Others, please specify	0	0	0	0	0
Â	Total (1)	0	24000	8000	20000	52000
2	Other Non-Executive Directors	Â	Â	Â	Â	Â
Â	-Fee for attending board /committee meetings	24000	0	0	0	24000
Â	•Commission	0	0	0	0	0
Â	-Others, please specify	0	0	0	0	0
Â	Total (2)	24000	0	0	0	24000
Â	Total (B)=(l+2)	24000	24000	8000	20000	76000
Â	Total Managerial Remuneration	-	-	-	-	-
Â	Overall Ceiling as per the Act	One Lac per board/Committee Meeting

* Amit B. Halwavala has been resigned w.e.f. 01.02.2018 C. Remuneration to Key Managerial Personnel Other Than MD/Manatjer/WTD:

SI. no.	Particulars of Remuneration	Key Managerial Personnel
Â	Â	CEO	Company* Secretary	CFO*	Total
1.	Gross salary	Â	Â	Â	Â
Â	(a)Salary as per provisions contained in section 17(l) of the Income-tax Act,1961	0	220000	440000	660000
Â	(b)Value of perquisites u/s 17(2) Income-tax Act, 1961	0	0	0	0
Â	(c)Profits in lieu of salary under section 17(3) Income-tax Act, 1961	0	0	0	0
2.	Stock Option	0	0	0	0
3.	Sweat Equity	0	0	0	0
4.	Commission	0	Â	Â	Â
Â	- as% of profit	0	0	0	0
Â	-others, specify...	0	0	0	0
5.	Others, please specify	0	0	0	0
Â	Total	0	220000	440000	660000

 

Company Secretary and Chief Financial Officer have been appointed w.e.f. 01.06.2017. Salary of Rs. 4 Lacs has paid to Jenish Jariwala as a CFO from month of appointment.

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type	Section of the companies Act	Brief description	Details of Penalty/ Punishment/Compounding fees imposed	Authority [RD /NCLT/Court]	Appeal made. If any (give details)
A.Company
Penalty	NIL	NIL	NIL	NIL	NIL
Punishment	NIL	NIL	NIL	NIL	NIL
Compounding	NIL	NIL	NIL	NIL	NIL
B. Directors
Penalty	NIL	NIL	NIL	NIL	NIL
Punishment	NIL	NIL	NIL	NIL	NIL
Compounding	NIL	NIL	NIL	NIL	NIL
C. Other Officers In Default
Penalty	NIL	NIL	NIL	NIL	NIL
Punishment	NIL	NIL	NIL	NIL	NIL
Compounding	NIL	NIL	NIL	NIL	NIL

 

For and on behalf of the Board of Directors Trident Texofab Limited
Sd/-	Sd/-
Hardik J. Desai	Chetan C. Jariwala
Managing Director	Whole Time Director
DIN: 01358227	DIN: 02780455