Trinity League India Ltd Directors Report

REVIEW OF OPERATIONS AND OUTLOOK:

During the period under review, your Company has incurred a net loss of Rs. 29.64 lakh as compared to net loss of Rs. 321.16 lakh in the previous year on standalone basis and net loss of Rs. 30.80 lakh as compared to net loss of Rs. 270.25 lakh in the previous year on consolidated basis.

Your Company is exploring opportunities in the field of agriculture and has identified a new product Agriculture Hydrogel for marketing and distribution. The Board of Directors of your Company are also planning to manufacture the said product in near future once the trading and distribution business is on pace and are hopeful for the robust growth in the years to come.

RESERVES:

No amount was proposed to be transferred to the Reserves during the year under review.

DIVIDEND:

In view of accumulated losses, your Directors did not recommend any dividend for the financial year ended on March 31, 2025

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company during financial year 2024-25. However, the Company has identified new products but has not earned any revenue from such product during the year under review.

SHARE CAPITAL:

As on March 31, 2025 your Company has total paid-up share capital of Rs. 7,91,69,000/- (Rupees Seven Crore Ninety-One Lakh and Sixty-Nine Thousand only) divided into 79,16,900 (Seventy-Nine Lakh Sixteen Thousand and Nine Hundred) equity shares of Rs. 10/- (Rupees Ten only) each which is listed with BSE Limited.

There was no change in the share capital of your Company during the year under review.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with differential rights during the year.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not issued any shares/debentures as stated in Rule 12(9) of the Companies (Share Capital and Debenture Rules, 2014).

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any s weat equity shares.

SUBSIDARY/ASSOCIATE COMPANIES:

As on March 31, 2025, your Company does not have any Subsidiary and Associate Companies but there is one Joint Venture Company named M/s Agrotech

Risk Private Limited wherein your Company has made investments. As required under Section 129(3) of the Act, the report on the performance and financial position of J oint Venture Company and s alient features of its Financial Statements are attached in the prescribed Form AOC-1 as Annexure-I which forms part of this Annual Report.

There is no Company which became or ceased to be subsidiary, joint venture and associate during the year under review. There is no material subsidiary Company in terms of regulation nos. 16(1)(c) and 24 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (The ‘Listing Regulations) and Section 129(3) of the Act, the consolidated financial statements have been prepared by the Company, as per the Indian Accounting Standards (Ind AS), and forms part of this Annual Report. The Consolidated Financial Statements shall also be laid at the ensuing Annual General Meeting of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The composition of the Board of Directors and KMP as on March 31, 2025 was as under:

During the year under review, Mr. Devinder Kumar Jain was re-appointed as the Managing Director of the Company for a further period of 3 years to hold the office up to December 05, 2027. There was no other change in the composition of the Board of Directors.

However, Mr. Devinder Kumar J ain, Managing Director is retiring by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. In view of the valuable services, guidance and support received from him, your directors recommend his re-appointment in the ensuing AGM.

The Board of Directors of the Company is having optimum combination of Independent and Promoter Directors as required under Section 149(4) read with Regulation 17 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, as amended.

MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, your Company has conducted 5 meetings of the Board of Directors. The details of the meeting of the Board including attendance therein are given as hereunder:

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have s ubmitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

DEPOSITS:

In view of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 your Company did not accepted any deposits during the year under review. Accordingly, there is no unpaid deposits lying with the Company for the period under review.

CORPORATE GOVERNANCE:

The provisions of Corporate Governance under Listing Regulations are not applicable to the Company as the Company does not falls under the prescribed criteria. Hence, the Corporate Governance Report does not form part of this Report. Yet, the Company is committed to maintain the highest s tandards of Corporate Governance.

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

The details of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as under: a) Conservation of Energy:

Energy c onservation continues to receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in maintenance and distribution systems and through improved operational techniques.

Company has not taken any step for utilizing alternate sources of energy and the Company has not made any capital investment on energy.

b) Technology Absorption:

Updation of technology is a continuous process. The Company had been able to successfully indigenize the tooling to a large extent and s uccessfully developed new products by v irtue of technology absorption, adaption and innovation.

c) Foreign Exchange Earnings/ Outgo:

Total Foreign Exchange earnings: NIL Total Foreign Exchange outgo: NIL

PARTICULARS OF EMPLOYEES:

During the period under review, the Company had no employee in the category specified under Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, the particulars of employees as required in terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

AUDITORS:

STATUTORY AUDITORS AND THEIR REPORT

M/s S.K. Mehta & Co., Chartered Accountants (FRN: 000478N) was re-appointed as Statutory Auditors of the Company in the 35th AGM of the Company to hold office up to the conclusion of 40th AGM to be held in the year 2028 as per the provisions of Section 139 of the Companies Act 2013. The Audit Report from the Statutory Auditors forms part of this Annual Report. The said report does not contain any qualification, reservation or adverse remark.

The Auditors have not reported any fraud to the Company required to be disclosed under Section 143(12).

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 (1) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Gaurav Ashwani & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditors of the Company to conduct the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Auditor Report submitted by them in prescribed form MR-3 is attached as Annexure-II to this report.

The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITORS

During the year under review M/s K P O & Associates, Chartered Accountants (FRN 019717C) were the Internal Auditors of the Company. Their reports were placed before the Audit Committee of the Company from time to time.

COST AUDITORS

The provisions relating to the appointment of cost auditor is not applicable to the Company as the Company does not falls under the prescribed criteria.

INTERNAL CONTROL SYSTEM AND T HEIR ADEQUACY:

The Company has adequate system of internal control with reference to the financial statements. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

Company ensures proper and adequate systems and procedures commensurate with its size and nature of its business.

ANNUAL RETURN:

As per the requirement of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return for the year 2024-25 has been placed on the website of the Company. The web link of the same is https:/www.trinitygroup.ind.in.

LISTING:

The Equity Shares of the Company are listed with Bombay Stock Exchange (BSE). We confirm that the Annual Listing Fees for the financial year 2025-26 have been paid within the stipulated time to the Stock Exchange.

CORPORATE SOCIAL RESPONSIBILITY:

During 2024-25, the provisions of Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 were not applicable on the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees or securities and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the financial s tatements. The outstanding loans and investments made are within the limits as prescribed under Section 186 of the Companies Act, 2013.

VIGIL MECHANISM (WHISTLE BLOWER POLICY):

In pursuance to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulations 34 (3) and 53 (f) of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company. During the year under review no complaint was received by the Audit Committee under the Whistle Blower Policy.

RISK MANAGEMENT:

Risk Management is an integral part of the Companys business strategy. The Board reviews compliance with risk policies, monitors risk tolerance limits, reviews and analyzes risk exposure related to specific issues and provides oversight of risk across the organization. The Board nurtures a healthy and independent risk management function to inculcate a s trong risk management culture in the Company. Your Directors periodically review the risk associated with the business or threatens the prospectus of the Company. The key policy is available on the website of the Company http://trinitygroup.ind.in.

MATERIAL CHANGES AND COMMITMENTS: No material change or commitment which may affect the financial position of the Company has occurred between the end of the financial year of the Company and the date of this report.

INDIAN ACCOUNTING STANDARDS:

Your Company has adopted Indian Accounting Standards (‘Ind- AS) with effect from 1st April, 2017 pursuant to Ministry of Corporate Affairs notification dated 16th February, 2015 notifying the Companies (Indian Accounting Standards) Rules, 2015.

BOARD EVALUATION:

The Board annually evaluates its performance as well as the performances of its Committees and its Directors individually. For evaluating the performance of the Board as a whole, the Chairman of the Company and the Whole Time Directors are evaluated linking it with the periodical performances of the Company, role of the Board towards achievement of the said performances, the future plans as set out from time to time and their devotion towards implementation and management of the growth parameters of the Company.

The performance of the Non-Executive / Independent Directors is evaluated on the basis of their contribution for adopting better corporate governance practices, transparency and disclosures in achieving the goal of the Company.

The performance of the various Committees of the Board is reviewed on the basis of the achievement of the work designated to the specific committee.

RELATED PARTY TRANSACTIONS:

The particulars of the transactions entered into with related parties during the financial year ended 31st March 2025, which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions are set out in Form AOC-2 in Annexure III. T he Related Party Transaction Policy as approved by the Board is available on the website of the Company.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company has framed a policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees. The policy is available on the website of the Company http://trinitygroup.ind.in/policies.html.

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 significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued under Section 118 of the Companies Act 2013.

CORPORATE GOVERNANCE REPORT: According to the Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance of Corporate Governance is not applicable to the listed entity having paid up equity share capital not exceeding Rs. 10 Crores and Networth not exceeding Rs. 25 Crores.

As the paid up capital and net worth of your Company is less than 10 crore and 25 crore respectively as on 31st March 2025, the requirement of disclosure of Corporate Governance Report is not applicable.

PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company is committed to provide a protective environment at workplace for all its women employees. During the period under review, no complaints were filed and no complaints were pending as on the end of the financial year under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

AUDIT COMMITTEE:

The composition and the “Terms of Reference” of the Audit Committee are in line with the Section 177 of Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (Listing Regulations). The Committee presently consists of three Directors, out of which two are Non-executive Independent Directors and one is Executive Director.

Five meetings of the Audit Committee were held during the financial year 2024-25 on 24^th May 2024, 15^th July 2024, 06^th September 2024, 14^th November 2024 and 11^th February 2025. The Committee presently consists of the following members:

The Company Secretary acts as the Secretary of the Committee.

NOMINATION AND REMUNERATION COMMITTEE:

The composition and the “Terms of reference” of the Nomination and Remuneration Committee are in line with the Section 178 of Companies Act, 2013 and Listing Regulations. The Committee presently consists of three Directors, out of which two are Non-executive Independent Directors and one is Non-Executive Non-Independent Director.

One meeting of the Nomination and Remuneration Committee was held during the financial year 2024-25 on 06^th September 2024.

The Committee presently consists of the following members:

The Company Secretary acts as the Secretary of the Committee.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that: i. in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii. the Directors had s elected 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 or loss of the Company for that period;

iii. 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;

iv. the Directors had prepared the Annual Accounts of the Company on a going concern basis;

v. 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; vi. the directors had devised proper s ystems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT:

Your Directors convey their sincere gratitude towards the Bankers, Government Agencies, esteemed customers and all other s takeholders for their continued support and patronage during the year. Your Directors also place on record their appreciation for the committed and dedicated contribution of all the officers, staff and workmen for the consistent growth of your Company. Your Directors also take this opportunity to place on record their gratitude to all the shareholders for their confidence with the Company.