Triliance Polymers Ltd Directors Report

To,

The Members,

TRILIANCE POLYMERS LIMITED

(FORMERLY KNOWN AS LEENA CONSULTANCY LIMITED)

Mumbai.

The Directors are pleased to present the Forty-Third Annual Report of your Company together with the Audited Financial Statements and the Auditors Report for the financial year ended 31^st March, 2026.

FINANCIAL HIGHLIGHTS (Standalone)

Particulars	Amount in lakhs	Amount in lakhs
	2025-26	2024-25
Total Income for the year	53.57	53.57
Total Expenditure for the year	18.98	21.48
Profit/(Loss) for the year before Taxation	34.59	32.09
Less: Provision for Current Taxation	11.36	Nil
Less: Current Tax (relating to prior year)	Nil	Nil
Profit/Loss after taxation	23.23	33.54
Other comprehensive income	(0.05)	(0.22)
Items that will not be reclassified to profit or loss
Effect of gain/loss of measuring equity instruments through other comprehensive income
Income tax relating to items that will not be reclassified to profit or loss
Total comprehensive income for the period	23.18	33.32

RESERVES

The Company has not transferred any amounts to Reserves for the financial year 2025-26

DIVIDEND:

In order to conserve resources, the Directors do not recommend any dividend for the year ended March 31^st, 2026.

DEPOSITS:

The Company has not accepted any deposits from public covered under section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

INVESTOR EDUCATION AND PROTECTION FUND:

During the year, there were no amounts to be transferred to Investor Education and Protection Fund.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

Your Company has neither any Subsidiary nor Joint Venture nor Associate Company. During the year under review, none of the Companies have become or ceased to be Companys Subsidiaries, Joint Ventures or Associate Companies.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2026 was 5,11,00,000. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

There has been change in the constitution of Board during the year under review i.e. the structure of the Board remains the same except that,

Mr. Abhishek Shashikant Agrawal (DIN: 03052720) and Mr. Ketan Vyas (DIN: 09053821) completed their tenure as an Independent Directors of the Company w.e.f from 29^th August, 2026. The Board places on record its appreciation for the valuable contribution and services rendered by Mr. Abhishek Shashikant Agrawal and Mr. Ketan Vyas during their respective tenures as Independent Directors of the Company.

The Board appointed Mr. Molin Parekh (DIN: 08055188) as Additional Non-Executive NonIndependent Director with effect from 13^th February, 2026.

The Board appointed Mr. Abhishek Shashikant Agrawal (DIN: 03052720) and Mr. Ketan Vyas (DIN: 09053821) as Additional Non-Executive Independent Directors of the Company for a period of one year with effect from 13^th February, 2026 to 12^th February, 2026

The resolution for regularization of the appointments of Mr. Molin Parekh, Mr. Abhishek Shashikant Agrawal and Mr. Ketan Vyas are placed before the members of the Company at the ensuing Annual General Meeting .

DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF COMPANIES ACT, 2013:

The Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Manisha Shah is liable to retire at every Annual General Meeting and being eligible, offers herself for re-appointment. Further, Mr. Molin Parekh (DIN: 08055188), upon his appointment as a NonExecutive Non-Independent Director, shall be liable to retire by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013.

Brief profile of the proposed appointee together with other disclosures in terms of Regulation 36 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is mentioned in the Notice which is part of this Annual Report.

PERFORMANCE EVALUATION OF THE BOARD:

In accordance with the provisions of the Companies Act, 2013 and SEBI LODR and the Policy framed by the Board for Performance Evaluation, the Board has carried out the annual performance evaluation of its own performance the Directors individually as well as the evaluation of the working of its Committees. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors.

A structured questionnaire was prepared covering various aspects such as attendance at the meetings, participation and contribution, team work, discussions at the Board/Committee Meetings, understanding of the business of the Company, strategy and quality of decision making, etc. The Directors expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met Five (5) times during the financial year 2025-26 viz. on 30^th May, 2025, 13^th August, 2025, 04^th September 2025, 12^th November 2025 and 13^th February, 2026

COMMITTEES OF THE BOARD:

The Company has several Committees which have been constituted in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has the following Committees of the Board comprising of Directors of the Company:

AUDIT COMMITTEE:

The Audit Committee was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Composition of Audit Committee has not been changed in this financial year. The Audit Committee comprises of:

Mr. Mr. Abhishek Shashikant Agrawal : Chairman - Addl NED (I)

Mrs. Manisha Shah : Member - NED

Mr. Ketan Vyas : Member - Addl NED (I)

The Audit Committee met four times during the year viz 30^th May, 2025, 13^th August, 2025 , 12^th November 2025 and 13^th February, 2026

NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of the Nomination & Remuneration Committee is in conformity with the provisions of the said section. The Composition of the Committee has not been changed this financial year The Nomination & Remuneration Committee comprises of:

Mr. Abhishek Shashikant Agrawal : Chairman -Addl NED (I)

Mrs. Manisha Shah : Member - NED

Mr. Ketan Vyas : Member - Addl NED (I)

The Nomination & Remuneration Committee met Once during the year i.e 13^th February, 2026.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company comprises of three directors. The Composition of the Committee has not been changed this financial year

Mr. Manisha Shah : Chairman - Addl NED (I)

Mr. Abhishek Shashikant Agrawal : Member - NED

Mr. Ketan Vyas : Member -Addl NED (I)

The Stakeholders Relationship Committee met once during the year viz. 14^th February, 2026

During the financial year 2025-26, no complaints were received from shareholders. There were no complaints pending in the beginning of the financial year and none were pending at the close of the financial year 31^st March, 2026.

INDEPENDENT DIRECTORS MEETING:

Independent Directors comprises of Mr. Abhishek Shashikant Agrawal (Chairman of Committee) and Mr. Ketan Vyas (Member). During the year under review, the Independent Directors met on 14^th February, 2026 inter alia,

1) To do evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole.

2) To do evaluation of the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy to report genuine concerns or grievances. Protected disclosures can be made by a whistle blower through an e-mail, or telephone line or a letter to the Chairman of the Audit Committee or the Company Secretary of the Company or any member of the Audit committee. The Policy on vigil mechanism /whistle blower policy may be accessed on the Companys website.

POLICY ON PRESERVATION OF DOCUMENTS:

In accordance with Regulation 9 of SEBI (LODR) Regulations, 2015 the Company has framed a Policy on preservation of documents approved by the Board of Directors of the Company. The Policy is intended to define preservation of documents and to provide guidance to the Executives and employees working in the Company to make decisions that may have an impact on the operations of the Company. It not only covers the various aspects on preservation of the documents, but also the safe disposal/destruction of the documents.

INSIDER TRADING CODE:

In compliance with the SEBI Regulations on prohibition of insider trading, the Company has adopted the Code of Conduct for Prevention of Insider Trading in securities of the Company, to regulate, monitor and report trading by insiders, designated Persons and such other persons to whom this Code is applicable.

PREVENTION OF SEXUAL HARASSMENT:

The Company offers equal employment opportunity and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company has also framed a policy on Prevention of Sexual Harassment of Women at workplace. As per the requirement of the Sexual harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, the Company has constituted a Complaints Committee to inquire into complaints of sexual harassment and recommend appropriate action.

During the financial year 2025-26, no complaints were received.

MATERNITY BENEFITS

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

LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The details of Loans given, Investments made and guarantees given and securities provided under the Section 186 of the Companies Act, 2013, are as provided in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement for the year 2025-26

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2026, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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 as at 31^st March, 2026 and of the profit and loss of the Company for the year;

c. proper and sufficient care was taken 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 of the Company have been prepared on a going concern basis;

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; and

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;

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. As the Company does not have any manufacturing activities, particulars required to be disclosed with respect to the conservation of energy and technology absorption in terms of Section 134 of The Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable and hence not given.

b. During the year under review, the foreign exchange outgo / provision is Nil and the foreign exchange inflow is Nil (previous year Nil).

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 THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT.

There were no material changes and commitments affecting the financial position of the company has occurred between the end of the financial year of the company to which this financial statement relates and the date of this report.

CHANGE IN THE NATURE OF BUSINESS:

No significant changes had been made in the nature of the business of the company during the financial year.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is placed on the website of the Company - www.triliancepolymerslimited.com

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has established set of standards, processes and structure which enables it to implement adequate internal financial controls and that the same are operating effectively. The internal financial controls of the Company are commensurate with its size and the nature of its operations. The Company has well defined delegation of authority limits for approving revenue as well as expenditures.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work done by the Internal, Statutory and Secretarial Auditors and the reviews of the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26.

AUDITORS:

Pursuant to provisions of section 139 of the Act, the members at the annual general meeting of the Company held on 26^th September, 2024 appointed M/s Motilal & Associates LLP, Chartered Accountants (Firm Registration No. 106584W/W100751) as statutory auditors of the Company from the conclusion of from the conclusion of this 41^st AGM till the conclusion of the AGM of the Company to be held in the year 2029, covering one term of five consecutive years.

The statutory audit report for the year 2025-26 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

REPORTING OF FRAUDS BY AUDITORS

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

SECRETARIAL AUDITOR:

The Company had appointed CS Hansa Gaggar, Practicing Company Secretary, Mumbai, to undertake the Secretarial Audit of the Company, pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report is attached as Annexure-1 .The following are the qualifications given in the report with its explanation given by the Board:

1. During the period under review, the number of directors on the Board of the Company fell below the minimum number as prescribed under Section 149(1) of the Companies Act, 2013. As per the provisions of Section 149(1) of the Companies Act, 2013, every public company shall have a minimum of three directors and every private company shall have a minimum of two directors. Consequent upon the retirement of Independent Directors with effect from 29^th August 2025, the number of Directors on the Board of the Company stood at two (2). Accordingly, the Company was not in compliance with the provisions of Section 149(1) of the Companies Act, 2013 for a period of 168 days, from 29^th August 2025 to 12 February 2026. The compliance was restored on 13 February 2026 upon appointment of Additional Director(s).

2. During the period under review, consequent upon the retirement of the Independent Director with effect from 29 August 2025, the Company did not have the requisite number of Independent Directors as required under Section 149(4) of the Companies Act, 2013 read with Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The vacancy arising due to the retirement of the Independent Director was required to be filled within three months from the date of such vacancy, in accordance with the applicable provisions. Accordingly, the Company was required to fill the vacancy by 28 November 2025. However, the requisite Independent Director was appointed only on 13 February 2026.

Consequently, the Company remained non-compliant with the aforesaid provisions after expiry of the prescribed three-month period, i.e., for a period of 77 days from 29 November 2025 to 13 February 2026.

The compliance was restored upon appointment of the requisite Independent Director with effect from 13 February 2026. The Company subsequently took necessary steps to reconstitute the Board and restore compliance with the applicable provisions.

3. During the period under review, the requisite Committees of the Board were not constituted. Accordingly, matters relating to the appointment of Directors and other were dealt with directly by the Board of Directors. The Company subsequently took necessary steps to constitute the requisite Committees and streamline the process in accordance with the applicable provisions.

Explanation:

1. The Company has taken note of the said non-compliance and confirms that the requisite number of Directors was appointed with effect from 13 February 2026, pursuant to which the composition of the Board was restored in accordance with the applicable provisions. The Company has also taken necessary steps to ensure that such instances do not recur in future.

2. The Company was required to fill the vacancy within the prescribed period of three months. The Company made efforts to identify and appoint suitable candidates and the requisite Independent Directors were appointed with effect from 13^th February 2026. Accordingly, the Company has restored compliance with the applicable provisions.

3. The Company has subsequently taken necessary steps to constitute the requisite Committees of the Board and has strengthened its governance and compliance framework to ensure that the functions and responsibilities of the respective Committees are duly undertaken in accordance with the applicable provisions.

The Company made efforts to identify suitable Independent Directors. However, due to the non-availability of suitable candidates, the Company, after exploring available options, approached the earlier Independent Directors for their willingness to continue/return to the Board. The requisite Independent Directors were appointed with effect from 13^th February 2026, thereby restoring compliance. The Company has strengthened its internal compliance mechanism to ensure timely compliance in future.

INTERNAL AUDITORS

The Internal Auditor of the Company - M/s CVM & Co. LLP (FRN: 156346W) Chartered Accountants have conducted the internal audit of the Company for the F.Y. 2025-26. The reports and findings of the Internal Auditor are periodically reviewed by the Audit Committee

DEMATERIALIZATION OF SHARES

The Companys shares are listed on BSE Limited and the Companys Registrar and Share Transfer Agents have connectivity with National Securities Depository Ltd. The ISIN of the Company is INE778N01016. As on March 31^st, 2026, 50,95,900 equity shares representing 99.72% of the total shares have been dematerialized.

COMPANYS WEBSITE

The Company has changed its website namely from www.leenaconsultancy.co.in. to www.triliancepolymerslimited.com. The website provides detailed information about the Quarterly Results, Annual Reports and Shareholding patterns and various policies adopted by the Company are placed on the website of the Company and the same are updated periodically.

MEANS OF COMMUNICATION

The Company has designated triliancepolymerslimited@gmail.com as email id for the purpose of registering complaints by investors and displayed the same on the website of the Company.

REPORTING OF FRAUDS BY AUDITORS

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

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There have been no significant and material orders passed by the regulators, courts and tribunals impacting the going concern status and the Companys operations in future;

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION:

There was no instance of one-time settlement with any Bank or Financial Institution

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company does not fall in the criteria mentioned under Section 135 of the Companies Act, 2013, for applicability of the provisions of Corporate Social Responsibility. Hence, your Company is not required to constitute CSR Committee and comply with other provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

RISK MANAGEMENT COMMITTEE:

The provisions of Regulation 21 of SEBI (LODR) Regulations, 2015 are not applicable to the Company. Hence this Committee has not been formed.

CORPORATE GOVERNANCE

As per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the paid-up equity share capital of your Company is less than Rs. 10 crores and Net worth is less than Rs. 25 crores, hence as per Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Compliance with the provisions of Regulation 27 i.e Corporate Governance is not applicable to your Company.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

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:

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

2. Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company in this Financial Year. There were no such employees of the Company for which the information required to be disclosed pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules.

ACKNOWLEDGEMENTS

Your Directors wish to convey their gratitude and place on record their sincere appreciation of the assistance and co-operation that the Company has been receiving from its employees as well as from the Banks. Your Directors would also like to thank the customers, suppliers and shareholders for their continued support and co-operation.

For and on behalf of Board of Directors of	Sd/-
TRILIANCE POLYMERS LIMITED	Manisha Shah
(Formerly known as Leena Consultancy Limited)	Director
Sd/-	DIN:00187161
Punit Shah
Executive Director
DIN: 08638245
Dated: 05th September, 2026