Trom Industries Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2024

Your Directors are pleased to present the 5^th Annual Report on the business and operations of the Company along with the Audited Financial Statement for the Financial Year ended on 31^st March, 2024.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2024 and for the previous financial year ended on 31^st March, 2023 is given below:

(Rs. In Lakhs)

Particulars	2023-24	2022-23
Revenue from operations	5,434.88	2401.26
Other Income	19.79	12.54
Total Income	5,454.67	2413.80
Total Expenses	4,694.08	2373.51
Profit / Loss before Exceptional and Extra Ordinary Items and Tax Expenses	760.59	40.29
Less: Exceptional and Extra Ordinary Items	0.00	0.00
Profit / Loss before Tax Expenses	760.59	40.29
Less: Current Tax	195.98	11.15
Deferred Tax	(4.37)	0.06
Tax Related to Earlier Years	0.00	0.00
Profit / Loss for the Period	568.98	29.08
Earnings Per Share (EPS)
Basis	8.82	1.16
Diluted	8.82	1.16

2. OPERATIONS:

The total revenue from operations for Financial Year 2023-24 is Rs. 5454.67 Lakhs as compared to total revenue from operations of Rs. 2413.80 Lakhs for previous Financial Year. The Company has incurred Profit before tax for the Financial Year 2023-24 of Rs. 760.59 as compared to Profit of Rs. 40.29 Lakhs for previous Financial Year. The Net Profit after tax for the Financial Year 2023-24 is Rs. 568.98 as compared to Net Profit after tax Rs. 29.08 Lakhs as compared for previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2023-24, there was no change in nature of Business of the Company.

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company''s website at www.tromindustries.com.

5. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

During the year under the review, Authorized share capital of the Company is increased from Rs. 1,00,000/- (Rupees One Lakhs Only) divided into 10,000 (Ten Thousand) Equity Shares of Rs. 10/-(Rupees Ten only) each to Rs. 11,00,00,000/- (Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each in the Extra-Ordinary General Meeting of the Company held on 27^th December, 2023.

B. PAID-UP SHARE CAPITAL:

The paid-up share capital of the Company as on 31^st March, 2024 is Rs. 6,46,72,660/- (Rupees Six Crores Forty-Six Lakhs Seventy-Two Thousand Six Hundred and Sixty Only) divided into 64,67,266 (Sixty Four Lakhs Sixty Seven Thousand Two Hundred Sixty-Six) equity shares of Rs. 10/- (Rupees Ten Only).

6. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, the Board of Directors do not recommend any dividend for the Financial Year 2023-24 (Previous year - NIL).

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

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF"). During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

8. TRANSFER TO RESERVES:

The profit of the Company for the Financial Year ending on 31^st March, 2024 is transferred to profit and loss account of the Company under Reserves and Surplus.

9. DISCLOSURES RELATING TO HOLDING. SUBSIDIARY. ASSOCIATE COMPANY AND JOINT VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

10. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

A. ALLOTMENT OF EQUITY SHARES ON RIGHT ISSUE BASIS:

During the year, on 1^st March, 2024, the Company, vide its Board Meeting, has issued 15,766 (Fifteen Thousand Seven Hundred Sixty-Six) Equity shares on Right issue basis having face value of Rs. 10.00/-(Rupees Ten Only) each, at an issue price of Rs. 2537/- per share (including Premium of Rs. 2327/- per share).

Consequently, the Paid-up Share Capital of the Company had increased from Rs. 1,00,000/- (Rupees One Lakhs Only) to Rs. 2,57,660/- (Rupees Two Lakhs Fifty-Seven Thousand Six Hundred Sixty Only).

B. ALLOTMENT OF EQUITY SHARES ON BONUS ISSUE BASIS:

The Company has been issued 64,41,500 (Sixteen-Four Lakhs Forty-One Thousand Five Hundred) Equity Shares having face value of Rs. 10.00/- (Rupees Ten Only) in the Extra-Ordinary General Meeting held on 4^th March, 2024 and shares allotted in the board meeting of the Board of Director of the Company held on 5^th March, 2024.

Consequently, the Paid-up Share Capital of the Company had increased from Rs. 2,57,660/- (Rupees Two Lakhs Fifty-Seven Thousand Six Hundred Sixty Only) to Rs. 6,46,72,660/- (Rupees Six Crores Forty-Six Lakhs Seventy-Two Thousand Six Hundred and Sixty Only).

C. INITIAL PUBLIC OFFER (“THE IPO”):

During the year, on 30^th July, 2024, the company, vide its Board Meeting, had allotted 27,27,600 (Twenty-Seven Lakh Twenty-Seven Thousand Six Hundred) Fully Paid Equity Shares of face value of Rs.

10/- (Rupees Ten Only) each per Equity share, at a price of Rs. 115/- (Rupees One Hundred and Fifteen Only) per Equity share (including a premium of Rs. 105/- (Rupees One Hundred and Five Only) per share, aggregating to Rs. 31,36,74,000/- (Rupees Thirty-One Crores Thirty-Six Lakhs Seventy-Four Thousand Only) for cash consideration.

Consequently, the Paid-up Share Capital of the Company had increased from Rs. 6,46,72,660/- (Rupees Six Crores Forty-Six Lakhs Seventy-Two Thousand Six Hundred and Sixty Only) to Rs. 9,19,48,660/-(Rupees Nine Crores Nineteen Lakhs Forty-Eight Thousand Six Hundred and Sixty Only).

11. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

12. BOARD MEETINGS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company’s policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 14 (Fourteen) times viz. 26^th June, 2023, 30^th June, 2023, 27^th September, 2023, 29^th September, 2023, 5^th December, 2023, 28^th December, 2023, 3^rd February, 2024, 16^th February, 2024, 19^th February, 2024, 1^st March, 2024, 2^nd March, 2024, 5^th March, 2024, 9^th March, 2024 and 11^th March, 2024.

13. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2024 the applicable accounting standards have been followed and there is no material departure from the same;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of the company for the financial year ended on 31^st March, 2024;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the Annual Accounts on a going concern basis;

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

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

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year the Company is not covered under the criteria of the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is not mandatory to comply with the same. However as per eligibility criteria CSR will be applicable from 2024-25 onwards.

The Company has formed the CSR Committee as per the Section 135 of the Companies Act, 2013 in the Board meeting held on 11^th March, 2024. On recommendation of CSR Committee, the Board of Directors of the Company has approved the CSR Policy which is available on the website of the Company i.e. www.tromindustries.com.

15. COMMENT ON AUDITORS'' REPORT:

There were no qualifications, reservations, adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the financial year ended on 31^st March, 2024. Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the Company.

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

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All the transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arm''s length basis. Further, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014, in Form No. AOC-2 is enclosed herewith as Annexure I.

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor’s report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

19. RESERVES & SURPLUS:

(Amount in Lakhs)

Sr. No.	Particulars	Amount
1.	Balance at the beginning of the year	121.05
2.	Current Year''s Profit / (Loss)	568.98
3.	Other Adjustments	(114.10)
4.	Amount of Securities Premium and other Reserves	0.00
Total		575.93

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit Committee also reviews the adequacy of the risk management frame work of the Company, the key risks associated with the business and measures and steps in place to minimize the same.

21. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in Lakhsl

	Foreign exchange earnings and outgo	F.Y. 2023-24	F.Y. 2022-23
a.	Foreign exchange earnings	Nil	Nil
b.	CIF value of imports	127.11	Nil
c.	Expenditure in foreign currency	Nil	Nil

22. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Company''s Policy on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at www.tromindustries.com.

23. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

24. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

25. STATE OF COMPANY''S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and explanation about the performance of the Company.

26. STATEMENT ON ANNUAL EVALUATION OF BOARD''S PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors'' inputs on effectiveness of the Board / Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members'' confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board 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.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

27. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Company''s Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed "Business Conduct Policy". Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the policy. The objective of the policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

28. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

29. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the Financial Year 202324.

30. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

31. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

32. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No.	Name	Designation	DIN / PAN
1.	Mr. Jignesh Bharatbhai Patel5	Managing Director cum Chaiman	07093538
2.	Mr. Pankaj Tanaji Pawar	Executive Director	07093588
3.	Mr. Amrutbhai Gopalbhai Patel4	Non-Executive NonIndependent Director	09269212
4.	Mr. Jitendra Pradipbhai Parmar1	Non-Executive Independent Director	09699769
5.	Ms. Drashtiben Prafulbhai Dedaniya1	Non-Executive Independent Director	10219807
6.	Ms. Aishwarya Singhvi1	Non-Executive Independent Director	10241207
7.	Mr. Parth Bhupendrakumar Thakkar2	Chief Financial Officer	AVEPT9066A
8.	Ms. Priya Arora3	Company Secretary and Compliance Officer	BMZPA9257P

⁴Mr. Jitendra Pradipbhai Parmar, Ms. Drashtiben Prafulbhai Dedaniya and Ms. Aishwarya Singhvi has been appointed as an additional Non-Executive Independent Director w.e.f. 3^rd February, 2024 and reappointed as an Independent Director of the Company as on 16^th February, 2024.

²Mr. Parth Bhupendrakumar Thakkar has been appointed as a Chief Financial Officer of the Company w.e.f. 3^rd February, 2024. ³Ms. Priya Arora has been appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 16^th February, 2024. ⁴Change in Designation of Mr. Amrutbhai Gopalbhai Patel from Executive Director to Non-Executive Director of the Company w.e.f. 3^rd February, 2024

⁵Mr. Jignesh Bharatbhai Patel has been redesigned as a Chairman cum Managing Director w.e.f. 11^th March, 2024

There has been change in the composition of the Board of Directors of the Company during the Financial Year 2023-24 and till the date of Board''s Report.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

33. DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Aishwarya Singhvi, Ms. Drashtiben Prafulbhai Dedaniya and Mr. Jitendra Pradipbhai Parmar are Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and are qualified to be Independent Director. They also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

34. CORPORATE GOVERNANCE:

Since the Company has listed its specified securities on the SME Exchange therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, Corporate Governance does not form part of this Board’s Report.

35. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

36. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non - Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

37. AUDITORS:

A. Statutory Auditor:

The Shareholder of the Company in the Extra-Ordinary General Meeting held on 19^th February, 2024, M/s. Milind Nyati & Co., Chartered Accountants (Firm Registration No.: 014455C) was appointed as a Statutory Auditors of the Company for the financial year 2023-24.

At this Annual General Meeting we hereby will be appoint M/s. Milind Nyati & Co., for further 4 financial years i.e. from the conclusion of this 5^th Annual General Meeting till the conclusion of 9^th Annual General Meeting to be held in the year 2028, at a remuneration as may be decided by the any of Directors of the Company in consultation with the Auditors thereof.

There are no qualifications, reservations or adverse remarks made by M/s. Milind Nyati & Co., Chartered Accountants, the Statutory Auditors of the Company, in their report for the Financial Year 2023-24. The observations made in the Auditor’s Report are self-explanatory and therefore do not call for further comments.

The Auditor''s report for the financial year ended on 31^st March, 2024 has been issued with an unmodified opinion by the Statutory Auditors and the report is part of the Annual Report.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Ms. Shilvi Patel, Proprietor of M/s. Shilvi Patel & Associates, Company Secretaries, Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2023-24.

The Secretarial Audit Report for the Financial Year 2023-24 is annexed herewith as Annexure - III in Form MR-3. There are no adverse observations in the Secretarial Audit Report which call for explanation.

38. DISCLOSURES:

A. Audit Committee:

The Board of Directors of our Company in its Meeting held on 11^th March, 2024 has in pursuance to provisions of Section 177 of the Companies Act, 2013, constituted Audit Committee:

The constitution of the Audit Committee is as follows:

Name	Designation	Nature of Directorship
Ms. Aishwarya Singhvi	Chairman	Non-Executive Independent Director
Mr. Jitendra Pradipbhai Parmar	Member	Non-Executive Independent Director
Mr. Jignesh Bharatbhai Patel	Member	Managing Director

B. Nomination and Remuneration Committee:

The Board of Directors of our Company in its Meeting held on 11^th March, 2024 has in pursuance to provisions of Section 178 of the Companies Act, 2013 constituted Nomination and Remuneration Committee.

The constitution of the Nomination and Remuneration Committee is as follows:

Name	Designation	Nature of Directorship
Ms. Aishwarya Singhvi	Chairman	Non-Executive Independent Director
Mr. Jitendra Pradipbhai Parmar	Member	Non-Executive Independent Director
Mr. Drashtiben Prafulbhai Dedaniya	Member	Non-Executive Independent Director

C. Stakeholders Relationship Committee:

The Board of Directors of our Company in its Meeting held on 11^th March, 2024 in pursuance to provisions of Section 178 of the Companies Act, 2013 constituted Stakeholders Relationship Committee.

The constitution of the Stakeholders Relationship Committee is as follows:

Name	Designation	Nature of Directorship
Ms. Aishwarya Singhvi	Chairman	Non-Executive Independent Director
Mr. Jitendra Pradipbhai Parmar	Member	Non-Executive Independent Director
Mr. Jignesh Bharatbhai Patel	Member	Managing Director

D. Corporate Social Responsibility Committee:

The Board of Directors of our Company in its Meeting held on 11^th March, 2024 in pursuance to provisions of Section 135 of the Companies Act, 2013 constituted Corporate Social Responsibility Committee.

The constitution of the Corporate Social Responsibility Committee is as follows:

Name	Designation	Nature of Directorship
Ms. Aishwarya Singhvi	Chairman	Non-Executive Independent Director
Mr. Pankaj Pawar	Member	Executive Director
Mr. Jignesh Bharatbhai Patel	Member	Managing Director

39. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

40. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

41. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company''s current working and future outlook as per Annexure - II.

43. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

4^th Floor, 421, Pramukh Tangent, Trom Industries Limited

Nr. Sargasan Cross Road,

Gandhinagar - 382 421

Sd/- Sd/-

Pankaj Tanaji Pawar Jignesh Bharatbhai Patel Place: Gandhinagar Director Managing Director

Date: 5^th September, 2024 DIN: 07093588 DIN: 07093538