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 13” August 2024 had appointed Mr. Prakash Dattatraya Naringrekar as the Interim Resolution Professional (“IRP”). Later in 2“ Committee of Creditors meeting held on 9th October 2024 appointed Mr. Prakash Dattatraya Naringrekar as Resolution Professional (“RP”). 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. Currently, CIRP Processs is completed and a resolution plan has been approved by the Committee of Creditors and has been filed with Honble NCLT for its consideration the order of Honorable NCLT for approval of Resolution Plan is awaited. Accordingly, Resolution Professional is carrying out the Compliancesfor the year ended 31st March, 2026. Your Resolution Professional have pleasure in presenting their 32nd Annual Report on the business and operations of the Companyand the accounts for the Financial Year ended March 31, 2026.

1. Financial Results

(Amount In Thousands)

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 1,399 Thousand as compared to loss of Rs. 4,005 Thousand 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 dividendfor the FinancialYear 2025-2026.

4. Reserves

Due to loss incurred during the year the amountis not transferred to reserves.

5. Share Capital

The paid up capital of the Company as on 31st March, 2026 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 Directoras specified in Section 164 (2) of the Companies Act, 2013. 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 hald 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 isa 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 ofthe 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 Directorin more than 7 listed entities. The Board comprise following Directors;

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. 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 beginningof 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 downin Section 149 (6)of the CompaniesAct, 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-l) 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. 10. Meetings Priorto appointment of the RP, the Board were meeting at regular intervals to discuss and decide on the Companys business policies and strategies apart from other Board businesses. However, due to admission of the Company into CIRP, effective 13th August,2024, since powers of the Board is suspended. Accordingly, instead of Board Meetings, Committee of Creditors (COC) Meeting was conducted during the FY 2025- 26. During the year all the meetings were held by Committee of Creditors as on 27" May,2025, 29" July,2025, 22 August,2025, 11" November,2025 and 30" January,2026. All the transactions approved by resolution professional through committee of creditor meeting. The details of which are given in the Corporate Governance Report. COMMITTEES OF THE BOARD/ RESOLUTION PROFESSIONAL: In compliance with the requirements of the Act and the Listing Regulations, the Company has constituted 3 (Three) Committees of the Board as below:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee; and Details of all Committees and its constitution with respect to their terms of reference, meetings and attendance of the members at the meetings held during the financial year, are provided in the Report on Corporate Governance, forming part of this Annual Report. As per relaxation given by Regulation 15(2A) and 15(2B) of the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015, as our Company is undergoing corporate insolvency resolution process, accordingly provision of Regulation 17 i.e. Board of Directors, Regulation 18 i.e. Audit Committee, Regulation 19 i.e. Nomination and Remuneration Committee, Regulation 20 i.e. Stakeholders Relationship Committee of SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 shall not be applicable to the Company. However, the roles and responsibilities of the committees specified in the respective regulations are being fulfilled by the Resolution Professional through COC Committee. 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 13th august,2024 since powers of the Board is suspended,the performance annual evaluation was not carried outthereafter.

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 2025-2026 12. Remuneration Policy Pursuant to provisions of Section 178 of the Companies Act, 2013 read with the Rules made thereunder, Regulation 19 of the Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, prior to commencement of CIRP, the Board had adopted a Policy on “Criteria for appointment of Directors, Key Managerial Personnel, Senior Management Employees and their remuneration.” The salient features of the Remuneration Policy are statedin the Reporton Corporate Governance which forms part of this Annual Report. Please note that as per relaxation given by 15{2B) of the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 as our Company is undergoing corporate insolvency resolution process, accordinglyProvisions of Regulation 19 shall not apply to the Company. However the roles and responsibilities of the Nomination and Remuneration Committee are being fulfilled by the Resolution Professional thorugh COC Committee. 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 During the year directors were not given any remuneration since the companyis under CIRP. 13. Auditors and Auditors Report Statutory Auditors M/s. A. K. Kocchar& Associates, Chartered Accountants, (Firm Registration No. 120410W), were re- appointed as Statutory Auditors of the Company at the 29" AGM held on 30" September,2023, to hold office till the conclusion of 34? AGM of the Company. The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended 31st March, 2026. The said Auditors Report(s) for the financial year ended 31? March, 2026 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, 2026 The Auditors Report for the financial year ended 31? March, 2026 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 (Membership No.9278) have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure Il 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%20 Policy.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 excise 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. Extractof 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 Companyat http://www.tricomfruitproducts.com/annual_report.html 18. 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.

19. 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. 20. 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 impactingthe going concern status and companys operations in future. 21. Adequacyof 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. 22. Deposits The Company has not accepted any deposit during the year. 23. Particulars of loans, guarantees or investments under Section 186 No loans, guarantee or investments made during the year. 24. 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, Board of Directors etc. 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%20Transactions%20Policy.

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25. 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. 26. Management Discussion and Analysis The Management Discussion and Analysis forms part of this Annual Report for the year ended 31? March, 2026. 27. COMPLIANCE WITH SECRETARIAL STANDARDS: The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company has complied with all the applicable provisions of the same during the financialyear under review. 28. 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 2025-26, no complaints on sexual harassment were received. 29. 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. 30. 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 companyis in CIRP. 31. Maintenance of Cost Records In terms of sub-section (1) of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, maintenance of cost records is not applicableto the Company. 32. Maternity Benefit The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year. 33. Resolution Professional Responsibility Statement The Resolution Professional of the Company hereby state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relatingto material departures; (b) accounting policies have been selected 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 ofthe profit and loss of the company for that period; (c) 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 Annual Accounts have been prepared ona going concern basis; and (e) Internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 34. Acknowledgements An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.