Tricom Fruit Products Ltd Directors Report

To,

The Members,

The Honble National Company Law Tribunal, Mumbai Bench, ("NCLT"), had vide its order dated August 13, 2024 ("Order") admitted the application for initiation of the Corporate Insolvency Resolution Process ("CIRP") of Tricom Fruit Products Limited in terms of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder, as amended from time to time ("Code").

Further, the NCLT vide the Order dated 13th August 2024 had appointed Mr. Prakash Dattatraya

nd

Naringrekar as the Interim Resolution Professional. Later in 2 Committee of Creditors meeting held on 9 October 2024 appointment of Mr. Prakash Dattatraya Naringrekar as Resolution Professional. In Pursuant to the Order and in accordance with the provisions of the Code, the powers of the Board of Directors of the Company stand suspended and the same have been vested with the Resolution Professional.

st

Your Resolution Professional have pleasure in presenting their 31 Annual Report on the business and

operations of the Company and the accounts for the Financial Year ended March 31, 2025.

1. Financial Results

Particulars	2024-2025	2023-2024
Profit/ (Loss) before Tax from discontinued Operation	(40,05,318)	(1576207)
Tax Expenses of Discontinued Operations	0	0
Profit/(Loss) from discontinued Operations	(40,05,318)	(15,76,207)
Loss for the year	(40,05,318)	(15,76,207)
Basic Earnings Per Share	(0.21)	(0.08)
Diluted Earning Per Share	(0.21)	(0.08)

2. Brief description of the Companys working during the year/State of Companys affair

The Companys operations have been discontinued and assets of the company have been sold by Edelweiss Asset Reconstruction. Since company is undergoing CIRP income from operations is Nil. The Loss was Rs 40,05,318 /-as compared to loss of Rs. 15,76,207/- during the previous financial year.

3. Dividend

Due to the loss incurred and ongoing CIRP process during the year, the Company does not

recommend any dividend for the Financial Year 2024-2025.

4. Reserves

Due to loss incurred during the year the amount is not transferred to reserves.

5. Share Capital

The paid up capital of the Company as on 31st March, 2025 is Rs.19,09,40,500.

During the year under review, the Company has not issued shares with differential voting rights,

sweat equity shares and shares under Employees Stock Option Scheme.

6. Disclosure by Directors:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

7. Directors and Key Managerial Personnel

The Company is under corporate insolvency resolution process pursuant to order dated August 13, 2024 by Honble National Company Law Tribunal. Since then the powers of the board of directors are suspended and vested upon Mr. Prakash Dattatraya Naringrekar Resolution Professional.

However, while the powers of the board of directors stand suspended, the directors continue to hold their respective positions/ designations in the Company for compliance purpose and are required to extend all assistance and cooperation to the RP as required in managing the affairs of the Company.

None of the Directors of Board is a member of more than ten Committees or Chairperson of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Company. Neither any of the Director of the Company is holding position as Director in more than 7 listed entities nor any of the Director of the Company serve as Independent Director in more than 7 listed entities.

The Board comprise following Directors;

Name of Directors	Category Cum Designation	Date of Appointment	Date of Cessation
CHANDRAKANT VASUDEV JOSHI	Managing Director	30/09/2019	-
CHETAN SHANTILAL KOTHARI	Director & CFO	04/04/2023	-
SANDEEP DAGDU SUTAR	Director	22/04/2019	-
SANGEETA JITENDRA CHIKANE	Director	16/04/2019	-
GAJANAN VASUDEV POSTI	Director	16/04/2019	-

In accordance with the provisions of the Act and the Articles of Association of the Company Mr. Chandrakant Joshi Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

The Company has received declarations from the Independent Directors of the Company confirming that they meet criteria of independence as prescribed both under the act and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 2 (51) and 203 of the Act, the Key Managerial Personnel of the Company are Mr. Chandrakant Joshi, Managing Director, Mr. Chetan Kothari, Chief Financial Officer and Ms. Kajal Solanki, Company Secretary.

8. Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two Non-Promoter Non Executive Independent Directors in line with the Companies Act, 2013 at the beginning of the financial year.

The terms and conditions of appointment of Independent Directors and Code for Independent

Director are incorporated on the website of the Company at www.tricomfruitproducts.com.

The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.

9. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report is annexed as (Annexure-I)

None of the employee was drawing remuneration in excess of the limits set out in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company at the registered office of the Company and the same will be furnished on request.

10. Meetings

During the year there were four Board Meetings dated 30 May 2024, 06 July 202, 30 July 2024 and 30 August, 2024. All the directors were present in the meeting.

Thereafter, all the meetings were held by Committee of Creditors as on 12 September 2024, 09 October 2024, 12 November 2024, 17 December 2024, 27 December 2024, 09 January 2025,

16 January 2025, 24 January 2025, 29 January 2025 and 06 February 2025.

After that all the transactions approved by resolution professional through committee of creditor meeting. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

11. Performance Evaluation

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee along with the Board have adopted a formal mechanism for evaluating the performance of the Board of Directors (including Executive and Non-Executive Directors) as well as that of its committees and individual directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. In the past, the evaluation exercise was carried out based on various parameters such as the composition of the Board, experience, competencies, contribution towards accurate financial reporting, strategic guidance, risk mitigation, internal controls, governance, leadership and talent development, managing external stakeholders, governance issues, etc.

Consequent to admission of the Company into CIRP, effective from 13 august,2024 since powers of the Board is suspended, the performance annual evaluation was not carried out thereafter.

Hence, no formal annual evaluation has been done for the Directors performance and that of the Committees and individual directors as required under the provisions of Section 134 read with Rule 8 (4) of the Companies (Accounts) Rules, 2014 for the financial year 2024-25.

12. Remuneration Policy

The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of the Companies Act,2013, is available on our website, at http://www.tricomfruitproducts.com/download/Remmuneration%20Policy.pdf We affirm that the remuneration paid to the directors is as per the terms laid out in the Remuneration Policy of the Company.

During the year directors were not given any remuneration since the company is under CIRP.

13. Auditors and Auditors Report

Statutory Auditors

M/s. A. K. Kocchar & Associates, Chartered Accountants, (Firm Registration No. 120410W), were reappointed as Statutory Auditors of the Company at the 29th AGM held on 30th September,2023, to hold office till the conclusion of 34th AGM of the Company. The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended 31st March, 2025. The said Auditors Report(s) for the financial year ended 31st March, 2025 on the financial statements of the Company forms part of this Annual Report.

Observations of Statutory Auditors on Accounts for the year ended 31st March, 2025

The Auditors Report for the financial year ended 31st March, 2025 does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

14. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Hetal Doshi & Associates, Company Secretaries, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.

15. Vigil Mechanism/Whistler Bowler Policy

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Agreement a Vigil Mechanism/ Whistler Bowler Policy for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy/ Whistler Bowler Policy has been uploaded on the website of the Company at http://www.tricomfruitproducts.com/download%5CWhistle% 20Blower%20Policy.pdf

16. Risk Management Policy

The Company has framed a Risk Management Policy to identify and access the key business risk

areas and a risk mitigation process.

A detailed exercise is being carried out that the organization faces such as strategic, financial, credit, market, liquidity, legal, regulatory and other risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

17. Extract of Annual Return

The Annual Return as required under Section 92 and section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at http://www.tricomfruitproducts.com/annual_report.html

18. Preparation of Information Memorandum

The Resolution Profession has prepared information memorandum and shared with COC members as well as Resolution applicant as per the provision of Regulation 36 of the IBBI (IRPCP) Regulation 2016.

The last date for submission of resolution plans was 25th December 2024.

19. CIRP Cost

The Resolution Professional in Committee of Creditors meeting which was held at 17th December 2024 has shared the statement of Estimated CIRP cost which includes fees of resolution professional, statutory payments salary of employees, legal fees, transaction auditor fees and other expenses.

The CIRP cost shared was indicative and may change and have to be borne by the resolution

applicants

20. Approval of Resolution Plan

The Resolution Plan submitted by one resolution applicant was approved with 99.91% voting in

favour and no COC member voted against the said Resolution Plan.

The BSE was informed of the COC decision and the Resolution Professional approval. The COC

Members were informed of the Outcome of the E-Voting.

21. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There is no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

22. Details of significant and material orders passed by the regulators or courts or tribunals impacting

the going concern status and companys operations in future

There are no other significant and material orders passed by the regulators or courts or tribunals

impacting the going concern status and companys operations in future.

23. Adequacy of Internal Financial Controls

The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The Board addresses issues if any, raised by the Statutory Auditor in respect of Internal Financial Control.

24. Deposits

The company has not accepted any deposit during the year.

25. Particulars of loans, guarantees or investments under section 186

No loans, guarantee or investments made during the year.

26. Particulars of contracts or arrangements with related parties

All related party transactions done by the Company during the financial year were at arms length and in ordinary course of business. All related party transactions were placed in the meetings of Audit Committee and the Board of Directors for their necessary review and approval. During the financial year your Company has not entered into any material transaction (as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015) with any of its related parties which may have potential conflict with the interest of the Company at large. Disclosure pursuant to Accounting Standards on related party transactions have been made in the notes to the Financial Statements. To identify and monitor significant related party transactions Company has also framed a policy on the related party transactions and the same is available on the Companys website http://www.tricomfruitproducts.com/download%5CRelated%20Party%20 Transactions %20Policy.pdf

27. Corporate Governance Certificate

As per clause of regulation 15 (2A & 2B) of SEBI LODR, 2015, the provisions as specified in regulation 17 shall not be applicable during the insolvency resolution process period in respect of a listed entity that is undergoing corporate insolvency resolution process under the Insolvency Code.

However, Company has complied with the regulations and details of same are provided in this

report under the respective heading.

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing obligation and Disclosure Requirements) Regulation, 2015 annexed with the report.

28. Management Discussion and Analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st

March, 2025.

29. Disclosures

Audit Committee

The Audit Committee comprises of three directors, all of them are Non-Executive and two of them are Independent Directors. All the Directors possess knowledge of corporate finance, accounts and company law. An Independent, Non-Executive Director acts as Chairman of the Committee Meetings. The Statutory Auditor are also invited to the meetings. The quorum of the Audit Committee is two independent members.

In Pursuant to the Order dated August 13, 2024, and in accordance with the provisions of the Code, the powers of the Board of Directors and Committee of Creditors of the Company stand suspended and the same have been vested with the Mr. Prakash Dattatraya Naringrekar, Resolution Professional.

30. Obligation of Company Under the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013

There is no requirement of Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act) and Rules made there under as employees are below the threshold limit. However, during the financial year 2024-25, no complaints on sexual harassment were received.

31. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The Operation of the company is discontinued during the year so there is no usage of energy,

technology absorption and foreign exchange earnings and outgo.

32. Human Resources

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Prior to the commencement of CIRP, the Company had maintained cordial and constructive industrial relations. The Company has always believed in building a workforce that is skilled, committed, and aligned with its values. There are currently no employees in the Company, as company is in CIRP.

33 Directors Responsibility Statement

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of

the Companies Act, 2013, shall state that

(a) in the preparation of the annual accounts, the applicable accounting standards had been

followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, 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) 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.

Note: Since the Company is undergoing the Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016, the management and affairs of the Company are vested with the Resolution Professional (RP), who is overseeing the operations of the Company in accordance with the provision of Insolvency and Bankruptcy Code, 2016 (IBC Code 2016).

In accordance with the applicable provisions of the Companies Act, 2013, the Board of Directors continues to perform its statutory duties and functions and has extended full cooperation and support to the Resolution Professional. Accordingly, the responsibilities stated under Section 134(5) of the Companies Act, 2013 have been carried out by the Directors under the overall supervision and guidance of the Resolution Professional.

33. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to

achieve the results.

Registered Office:	For Tricom Fruit Products Limited
Gat No.336, 338-341,	(Company Under CIRP)
Village Andori, TalukaKhandala	Prakash Dattatraya Naringrekar
ShirvalPandarpur Road,	Resolution Professional
Satara - 415521. Maharashtra	Reg. No.IBBI/IPA 002/IP N00270/2017 18/10783
CIN: L67120PN1995PLC139099
Place: Mumbai
Date : 22 August,2025