|
To,
The Members,
Trident Texofab Limited
Your Directors are pleased to present the 17th Annual Report
along with the Audited Financial Statements of the Company for the Financial Year ended on
March 31, 2025.
1. FINANCIAL RESULT:
(Amt. in Lacs.)
| PARTICULARS |
2024-25 |
2023-24 |
| Income from operation |
12205.62 |
9948.34 |
| Other Income |
330.13 |
38.83 |
Profit before Financial cost, Depreciation
and |
877.33 |
654.41 |
Exceptional items & Tax (EBITDA) |
|
|
| 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 ` 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 Section188(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
annexedheretoandformspartofthisReport.(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 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 identifiedthat 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 profitof the Company for that period;
(c) Proper and sufficient 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 during the financial year
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 commitmentswitheffectfrom 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/professionalqualifications,nature of working experience, achievements,
name(s) of the companies in which he holds Directorships, Memberships and Chairmanships in
various Committees and his relationship between directors inter-se are provided in the
notice convening the 17th AGM of your Company.
The composition of the Board complies with the requirements of the
Companies Act, 2013 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations") as on the year ended on March 31, 2025.
26. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES:
1. Board Meetings:
The Board of Directors met 13 times during the financial year ended
March 31, 2025 in accordance with the provisions of the Companies Act, 2013 and rules made
thereunder. The details thereof are given in the Corporate Governance Report forming part
of the Annual report.
2. Committee Meetings:
Audit Committee
During the financial year, the Audit Committee of the Board was
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 affecttheir 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. is placed at the end
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 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 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 Managementwere orders
passed by 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.
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For and on behalf of the Board of Directors |
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Trident Texofab Limited |
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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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