trident ltd Directors report

Dear Members,

Your Directors are pleased to present the 33rd Annual Report and Audited Financial Statements of the Company for the Financial Year ended on March 31, 2023.

Results of Operations

Corporate Overview

The Company operates in diversified business segments viz. Bed Linen, Bath Linen, Yarn, Paper and Chemicals. The Company also has a captive power plant to cater the needs of its various business segments.

Financial Results

The financial performance of your Company, on standalone basis, for the year ended on March 31, 2023 is summarised below:

			(Rs In Millions)
Particulars	Current Year	Previous Year	Growth
Total Income	62,912.7	69,415.2	(9%)
Total Expenses	57,369.8	58,498.4	(2%)
EBITDA	9,418.0	15,100.1	(38%)
Depreciation	3,101.5	3,326.1	(7%)
EBIT	6,316.5	11,774.0	(46%)
Interest (Finance Cost)	773.6	857.2	(10%)
Profit before tax	5,542.9	10,916.8	(49%)
Profit after tax	4,219.0	8.149.5	(48%)
Other Equity	36,161.7	32,876.2	10%
EPS in Rs (Diluted) face value of Rs 1/- each	0.84	1.63	(48%)
Dividend	36%	36%	-

Financial performance and review

The total income of the Company during the year under review has been Rs 62,912.7 million as against Rs 69,415.2 million in the previous financial year. The Operating Profit (EBITDA) for the year stood at 9,418.0 million as compared to Rs 15,100.1 million in the previous financial year, a decrease of 38 percent. The Company has earned a net profit of Rs 4,219.0 million as against Rs 8,149.5 million in the previous financial year, a decrease of 48 percent. The Companys earnings per share were Rs 0.84 during the current year.

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.

Transfer to Reserves

During the year under review, the Company has transferred amount of Rs. 294.5 million to the ‘General Reserve on account of Employee Stock Option Scheme. Details of the same are provided in note 15 of financial statements. Further no profits are transferred to general reserves and entire amount of profit for the year forms part of the ‘Retained Earnings.

Changes in Share Capital

During the period under review, there is no change in share capital of the Company.

Details of Debentures issued by the Company

On March 29, 2023, the Company has issued 250 unrated, unlisted, secured, redeemable, senior, non-convertible debentures (‘NCDs) of the face value of Rs 10,00,000/- each aggregating to Rs 250 million, at par on Private Placement basis. The NCDs carry a coupon rate of 9% per annum. These NCDs are redeemable at par in four equal installments at the end of 18th, 24th, 30th and 36th months from the date of allotment.

Dividend

Your Company has a dividend policy that balances the dual objectives of rewarding shareholders through dividends whilst also ensuring availability of sufficient funds for growth of the Company.

The dividend distribution policy of the Company is annexed herewith as Annexure V.

Consistent with this policy, the following is the summary of dividend paid/ declared by the Company:

	Current year		Previous Year
Dividend type	Dividend (%)	Dividend per share	Dividend (%)	Dividend per share
Interim	36%	0.36	36%	0.36
Total	36%	0.36	36%	0.36

Under the Income-tax Act, 1961, as amended by Finance Act, 2020, dividend paid on distributed profits by the Company shall be taxable in the hands of the shareholders. Accordingly, the payment of dividend is subject to deduction of tax at source.

Credit Rating

The details on Credit Rating are set out in Corporate Governance Report, which forms part of this report.

Expansions/Modernisation

During the year under review, your Company has successfully expanded the production capacity of its Bed Linen segment by 55,000 meters per day, Bath Linen Segment by installing 42 Looms and Yarn Segment by installing 23,712 spindles. The project has been financed through External Borrowings and Internal accruals. This capacity addition shall further strengthen the position of your Company in Textile Sector.

Further, the Board in its meeting held on November 12, 2022 has approved Expansion / Modernization plan for Home Textiles and Chemicals business of the Company for which the projects are under different development and implementation stages. These projects have been financed through External Borrowings and Internal accruals.

Consolidated Financial Statements

The Audited Consolidated Financial Statements prepared by the Company are duly provided in the Annual Report of the Company.

Subsidiary and Associate Companies

As on March 31, 2023, the Company had 6 (six) subsidiaries namely 1. Trident Global Corp Limited, Wholly-owned Subsidiary

2. Trident Innovations Limited, Wholly-owned Subsidiary

3. Trident Home Decor Limited, Wholly-owned Subsidiary

4. Trident Home Textiles Limited, Wholly-owned Subsidiary 5.TridentEuropeLimited,Wholly-ownedSubsidiary(Incorporated in UK) 6. Trident Global Inc, Subsidiary (Incorporated in USA).

The Company on December 1, 2022 acquired 100% equity share capital of Trident Home Textiles Limited. Trident Home Textiles Limited was already holding 24.5% shareholding of Trident Global Inc., therefore, due to the acquisition of Trident Home Textiles Limited, the Company holds 73.5% shareholding of Trident Global Inc. (Direct holding 49% and Indirect holding 24.5%).

The audited accounts of the Subsidiary Companies are available on the official website of the Company at www.tridentindia.com/ financial-reports

The annual accounts of the Company and of the Subsidiary Companies are open for inspection by any investor at the Registered Office of the Company. The Company will also make available copies of these documents to investors upon receipt of request from them. The investors, if they desire, may write to the Company to obtain a copy of the financial statements of the Subsidiary Companies.

The statement containing highlights of performance of each Subsidiary, salient features of their financial statements for the financial year ended on March 31, 2023 and their contribution to the overall performance of the Company is attached as Annexure ‘AOC-I and Note 59 to the Consolidated Financial Statements of the Company for the reference of the members. The same is not being repeated here for the sake of brevity.

Board of Directors and Key Managerial Personnel a. Directors Retiring by Rotation

Pursuant to provisions of Companies Act, 2013 (‘Act) and the Articles of Association of the Company, Mr. Deepak Nanda (DIN: 00403335) is liable to retire by rotation and being eligible, offer himself for re-appointment. The Nomination and Remuneration Committee and 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.

b. Changes during the year

During the year under review, Mr. Pradeep Kumar Markanday, Mr. Swapan Nath, Mr. Kamal Gaba, Mr. Kavish Dhanda and Mr. Naveet Jindal were appointed as Managing Director(s) Mr. Kapil Ghorse was appointed as Non-Executive & Non-Independent Director effective August 9, 2022. The Board further appointed Mr. Raj Kamal and Prof. Rajeev Ahuja as Independent Directors on the Board effective August 9, 2022.

c. Mr. Rajinder Gupta was appointed as ‘Chairman Emeritus of the Company effective August 9, 2022 following his resignation as Non-Executive Chairman of the Company on the aforesaid date. d. Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulations 16(1)(b) and 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations") and that they are independent from the Management of the Company and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence. Further, all the Independent Directors have given declarations that they complied with the provisions of Companies (Appointment and Qualifications of Directors) Rules, 2014. Further they have given declarations that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Business Conduct and Ethics of the Company

e. Number of Board Meetings

During the year under review, the Board duly met 6 times. The maximum gap between any two consecutive Board meetings did not exceed 120 days. The details of the Board meeting are set out in the Corporate Governance Report which forms part of this Report.

f. Evaluation of performance of the Board

The Company has duly approved Nomination and Remuneration Policy prescribing inter-alia the criteria for appointment, remuneration and performance evaluation of the directors. As mandated by Section 134 & 178 read with Schedule IV of the Act and Regulation 25 of the SEBI (LODR) Regulations, 2015 as applicable on the Company, the Independent Directors in their separate meeting held on January 30, 2023 have reviewed the performance of Non-Independent Directors, Chairperson and Board as a whole alongwith review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same.

Further the Board, in its meeting held on May 24, 2023 also evaluated the performance of the Board, its committees and all Individual Directors including Chairman of the Company and expressed its satisfaction over the performance of the Board, its Committees and Individual Directors. Furthermore, Board is of the opinion that Independent directors of the company are persons of high repute, integrity & possess the relevant expertise & experience in their respective fields.

g. Board Training, Induction and familiarization of Directors

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the compliances required from him/ her under the Act, the SEBI Listing Regulations and other relevant Laws and Regulations. Details of Familiarization of Directors are disclosed on the Companys website and also are provided in the Corporate Governance Report of the Company which forms part of this report.

h. Board Committee

The Company has duly constituted Board level Committees as mandated by the applicable laws and as per the business requirements. The details of the same are provided in the Corporate Governance Report of the Company which forms part of this report.

i. Audit Committee

All the recommendations made by the Audit Committee were accepted by the Board.

j. Details of Key Managerial Personnel

Mr. Avneesh Baura was appointed as Chief Financial Officer and Key Managerial Personnel of the Company with effect from November 12, 2022.

Mr. Dinesh Kumar Mittal ceased to to be Non Executive Non Independent Director of the company with effect from closure of Business hours on April 21, 2023

As on March 31, 2023, Mr. Deepak Nanda, Mr. Pradeep Kumar Markanday, Mr. Swapan Nath, Mr. Kamal Gaba, Mr. Kavish Dhanda, Mr. Naveet Jindal, Managing Director(s), Mr. Avneesh Barua, Chief Financial Officer and Mr Hari Krishan, Company Secretary are designated as Key Managerial Personnel of the Company.

Further, pursuant to resignation of Mr. Pradeep Kumar Markanday, Mr. Swapan Nath, Mr. Kamal Gaba, Mr. Kavish Dhanda and Mr. Naveet Jindal as Managing Director(s), they ceased to be Key Managerial Personnel of the Company effective closure of Business hours on April 21, 2023.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Energy conservation continues to be an area of major emphasis in your Company. 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 I hereto and forms part of this report.

Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in Annexure-VI. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. If any Member is interested in obtaining information on Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014, such Member may, write to the Company Secretary at the Registered Office in this regard or can inspect the related documents/information at the Registered Office of the Company.

Disclosure on ESOP

The Board of Directors and the Shareholders of the Company have approved the ‘Trident Limited Employee Stock Purchase Scheme – 2020 (‘Scheme) in their meeting held on May 16, 2020 and July 9, 2020 respectively. This scheme is effective from July 9, 2020. Pursuant to the Scheme, the Company has constituted Trident Limited Employees Welfare Trust (‘Trust) to acquire, hold and allocate/transfer equity shares of the Company to eligible employees from time to time on the terms and conditions specified under the Scheme.

The disclosure in terms of Section 67 of the Act read with Rule 16 of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

The Disclosure as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been given on the website of the Company under the following link: www.tridentindia.com/ statutory-disclosure

Nomination and Remuneration Policy

In compliance with Section 178 of the Companies Act, 2013, the Nomination and Remuneration Policy of the Company has been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and is duly available on the website of the Company at following link: https://assets.tridentindia.com/Nomination_ and_Remuneration_Policy_7f607b935f.pdf

As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features of Nomination and Remuneration Policy are annexed as Annexure II hereto and forms part of this report.

Vigil Mechanism & Whistle Blower policy

The Company has implemented Vigil Mechanism & Whistle Blower policy and the oversight of the same is with Audit committee of the Company. The policy inter-alia provides that any Directors, Employees, Stakeholders who observe any unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics, policies, improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit Committee or e-mail on the email-Id: whistleblower@ tridentindia.com. Identity of the Whistle Blower shall be kept confidential to the greatest extent possible.

The detailed procedure is provided in the policy and the same is available on official website of the Company at following link: https://assets.tridentindia.com/VIGIL_MECHANISM_and_ WHISTLE_BLOWER_POLICY_54d50bdb08.pdf

During the year under review, there were no instances of fraud reported to the Audit Committee/ Board. Further, all recommendations of the Audit Committee were accepted by the Board.

Corporate Social Responsibility (CSR) Committee & Business Responsibility and Sustainability Report

CSR Committee comprises of Mr. Rajiv Dewan (Chairman of the Committee), Mr Anthony Desa and Mr. Deepak Nanda, members of the Committee. The disclosure of the contents of CSR Policy as prescribed and amount spent on CSR activities during the year under review are disclosed in ‘Annual Report on CSR activities annexed hereto as Annexure III and forms part of this report.

The Business Responsibility and Sustainability Report describing the initiatives taken by them from an environmental, social and governance perspective, in the specified format is included in the Annual Report of the Company.

Risk Management Policy

The Company has adopted a Risk Management Policy with the objective of ensuring sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The Risk management framework has been provided in the Management Discussion and Analysis Report of the Company.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. The details of Internal Control System are provided in the Management Discussion and Analysis Report of the Company.

Fixed Deposits

During the year under review, your Company has neither accepted any fixed deposits nor any amount was outstanding as principal or interest as on balance sheet date and disclosures prescribed in this regard under Companies (Accounts) Rules, 2014 are not applicable.

No Default

The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.

Corporate Governance

Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.

Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.

Detailed compliances with the provisions of the SEBI (LODR) Regulations, 2015 and Companies Act, 2013 for the year 2022-23 are given in Corporate Governance Report, which is attached and forms part of this report. The certificate of Practising Company Secretary on compliance with corporate governance norms is also attached thereto.

Human Resources Development and Industrial Relations

The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion and Analysis Report.

The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review.

Auditors & Auditors Report

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, and M/s. Deloitte Haskins & Sells, Chartered Accountants, the Joint Statutory Auditors of the Company have submitted Auditors Report on the financial statements of the Company for the financial year ended on March 31, 2023. The Auditors Report for the year is self-explanatory & does not contain any qualifications/ modified opinion, hence need no comments.

Cost Audit

The Company is maintaining the Cost Records, as specified by the Central Government under section 148(1) of Companies Act, 2013.

The Board of Directors of your Company, on the recommendations of the Audit Committee, have re-appointed M/s Ramanath Iyer

& Co., Cost Accountants, New Delhi as cost auditors for the financial year 2023-24 to carry out an audit of cost records of the Company in respect of Textiles, Paper and Chemical divisions. The Cost Audit Report for the financial year ended March 31, 2023 is under finalization and shall be filed with the Central Government within the prescribed time limit.

Secretarial Audit

M/s Vinod Kothari & Co., Company Secretaries, have submitted Secretarial Audit Report for the financial year 2022-23 and same is annexed as Annexure IV and forms part of this report. The Secretarial Audit Report for the year is self-explanatory & does not contain any qualification/adverse remarks, hence need no comments.

Annual Return

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: www.tridentindia.com/ statutory-disclosure

Particulars of loans, guarantees or investments

The Particulars of loans, investments or guarantees have been disclosed in the financial statements and the Company has duly complied with Section 186 of the Companies Act, 2013 in relation to Loans, Investment and Guarantee during the financial year 2022-23.

Contracts or arrangements with related parties

All contracts / arrangements / transactions entered by the Company during the year under review with related parties were in the ordinary course of business and on an arms length basis. During the period under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy on Materiality of and Dealing with Related Party Transactions and accordingly, the disclosures in Form No. AOC-2 is not applicable. The related party disclosures are provided in the notes to financial statements.

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is available on the official website of the Company at the following link: https://assets. tridentindia.com/Policy_0f77d4e4db.pdf

The Company in terms of Regulation 23 of SEBI (LODR) Regulations, 2015, the Company submits the disclosures of Related Party on consolidated basis within the prescribed timelines from the date of publication of its standalone and consolidated financial results for the respective half year.

Secretarial Standards

The Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

Responsibility Statement of Directors

Directors Responsibility Statement pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act on the annual accounts of the Company for the year ended on March 31, 2023 is provided below:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures from the same; b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at end of the financial year and of the profit/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; e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; 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.

General

A. The Company has zero tolerance for sexual harassment at workplaceandhasadoptedapolicyonprevention,prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year, no complaints were received by the Company under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

B. The Company has complied with all the applicable laws, rules, regulations and Secretarial Standards.

C. All Policies as required under the Act or the SEBI Listing Regulations are available on the website of the Company i.e. www.tridentindia.com

D. Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions on these items during the year under review:

• Material changes and commitments after the closure of the financial year till the date of this Report, which affects the financial position of the Company.

• Change in the nature of business of the Company.

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of sweat equity shares to its Directors or Employees.

• Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary.

• Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable; and

• The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

Acknowledgments

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large.

Your Directors also wish to convey their appreciation for collective contribution & hard work of employees across all levels. The Board, also, takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and their confidence in management and look forward to their continued support in future too.

		For and on behalf of the Board
	Rajiv Dewan	Deepak Nanda
	Chairman	Managing Director
May 24, 2023	DIN: 00007988	DIN: 00403335