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Trishakti Industries Ltd Directors Report

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Nov 3, 2026|04:01:00 PM

Trishakti Industries Ltd Share Price directors Report

Dear Shareholders,

The Board of Directors of Trishakti Industries Limited ("the Company") is pleased to present the 41st Annual Report and Audited Standalone and Consolidated Financial Satements for the Financial Year ended 31st March, 2026.

FINANCIAL SUMMARY/ HIGHLIGHTS

The financial performance of the Company for the year ended 31st March, 2026 as compared to previous financial year is summarized below:

Particulars Standalone Consolidated
FY 2025-26 FY 2024-25 FY 2025-26 FY 2024-25
Revenue from Operation 2,784.84 1,499.46 2,784.84 1,638.70
Other Income 459.61 203.47 460.47 236.01
Total Revenue 3,244.46 1,702.93 3,245.31 1,874.71
Operating Expenditure 1,223.30 1,074.96 1,251.22 1,227.32
Earning before Interest, Tax , Depreciation and Amortizations (EBITDA) (for continuing operations and after exceptional items) 2,021.15 627.97 1,994.09 647.39
Depreciation 682.08 117.87 683.44 120.47
Finance Cost 387.95 147.15 387.97 149.24
Exceptional Items - - - -
Profit Before Tax from Continuing Operations 951.11 362.95 922.68 377.67
Tax Expenses 185.00 8.18 177.39 20.07
Profit after Tax 766.12 354.77 745.29 357.61

The Financial Statements (Standalone & Consolidated) for the financial year ended March 31, 2026 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014.

STATE OF COMPANIES AFFAIRS & OPERATIONAL REVIEW

During the financial year under review, the Company recorded a Consolidated Revenue from Operations of Rs. 2,784.84 lakhs, as against Rs. 1,638.70 lakhs in the previous financial year, reflecting steady growth in its business operations. On a standalone basis, the Companys Revenue from Operations stood at Rs. 2,784.84 lakhs, compared with Rs. 1,499.46 lakhs in the preceding financial year.

The Companys EBITDA on a consolidated basis increased to Rs.1,994.09 lakhs from Rs. 647.38 lakhs in the previous year. On a standalone basis, EBITDA stood at Rs. 2,021.16 lakhs, as compared to Rs. 627.96 lakhs in the previous financial year, demonstrating improved operational performance and enhanced profitability.

A comprehensive review of the Companys operational and financial performance, industry developments, business outlook, opportunities, risks and other significant aspects is provided in the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.

OUTLOOK & BUSINESS

Trishakti Industries Limited continues to focus on its core business of renting and hiring heavy earth- moving equipment, particularly cranes and aerial work platforms, catering primarily to the infrastructure and construction sectors. The Company remains committed to providing reliable, efficient and technologically capable equipment solutions to its customers, while maintaining a strong focus on operational efficiency, asset utilisation and customer satisfaction.

The outlook for the Companys business remains positive, supported by the continued emphasis on infrastructure development, construction activities and large-scale industrial projects in India. The growing requirement for specialised and heavy lifting equipment across infrastructure and construction projects is expected to provide opportunities for organised equipment rental companies. The Company intends to leverage these opportunities by strengthening its equipment fleet and expanding its presence across attractive segments of the equipment rental market.

During FY 2026-27, the Company proposes to focus on the expansion and optimisation of its crane and heavy equipment rental fleet, with emphasis on equipment capable of serving large-scale and technically demanding projects. The Company will continue to evaluate opportunities for deployment of its assets in projects where specialised lifting and access equipment is required, while maintaining a disciplined approach towards capital deployment and risk management.

As part of its growth strategy, the Company is also evaluating opportunities to enter the wind energy equipment rental segment, particularly through the deployment of high-capacity cranes of 900 tonnes and above. The increasing development of renewable energy projects, including wind energy projects, presents an opportunity for the Company to leverage its expertise in heavy lifting equipment and participate in this emerging and specialised segment.

The Company is also evaluating opportunities for expanding its business beyond India, with a particular focus on the United Arab Emirates (UAE) and the Kingdom of Saudi Arabia (KSA). The proposed international expansion is presently at the planning and evaluation stage and is intended to explore opportunities in the heavy equipment rental and allied sectors. The Company will assess market potential, regulatory requirements, investment considerations, riskfactors and commercial viability before undertaking any significant commitment in these markets.

Going forward, the Company will remain focused on sustainable and prudent growth by strengthening its existing business, improving asset utilisation, exploring new industry segments and evaluating suitable domestic and international opportunities. The Company will continue to adopt a balanced approach between growth and financial discipline, with emphasis on longterm value creation for its stakeholders.

DIVIDEND & RESERVES

The Board of Directors, at its meeting held on 27th April 2026, has recommended a final dividend of Rs.0.20 per equity share (10%) of the face value of Rs.2 each for the financial year ended 31 March 2026. The proposed dividend is subject to the approval of the Members at the ensuing Annual General Meeting ("AGM") of the Company.

Pursuant to the provisions of the Income-tax Act, 2025, dividends are taxable in the hands of the shareholders. Accordingly, the Company shall deduct tax at source ("TDS") at the applicable rates while making payment of the dividend, subject to the provisions of the said Act and the applicable rules thereunder.

The recommended dividend is inline with the Companys Dividend Distribution Policy formulated in accordance with the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Dividend Distribution Policy is available under the Investor Relations section of the Companys website at https://trishakti.com/codes-policies/

During the year under review the Company has transferred Rs. 10 lakhs to the General Reserve.

CHANGES IN THE NATURE OF BUSINESS

The Company is primarily engaged in the business of renting and hiring / leasing of heavy earth moving equipment, particularly cranes and aerial work platforms and during the year under review there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no material changes and commitments, affecting the financial position of the Company which have occurred between March 2026 and the date of this Report.

CAPITAL STRUCTURE AND CHANGE IN SHARE CAPITAL EQUITY SHARES:

As at 31 March 2026, the paid-up Equity Share Capital of the Company stood at Rs. 329.53 lakhs.

During the financial year under review, the Company have issued 1,46,000 Equity shares of Face value of Rs. 2/- per share at Rs.158.10 ( including premium of Rs.156.10/- per share) on preferential allotmant basis to promoters group and public.

SWEAT EQUITY SHARES

During the financial year 2025-26, the Company did not issue any Sweat Equity Shares under the provisions of Section 54 of the Companies Act, 2013 read with The Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as applicable. Accordingly, no Sweat Equity Shares were issued or remained outstanding during the year under review.

SHARES WITH DIFFERENTIAL VOTING RIGHTS

During the financial year 2025-26, the Company did not issue any equity shares with differential voting rights pursuant to the provisions of Section 43(a) (ii) of the Companies Act, 2013 read with The Companies (Share Capital and Debentures) Rules, 2014. Accordingly, no equity shares carrying differential voting rights were issued or remained outstanding during the year under review.

EMPLOYEE STOCK OPTION PLAN:

During the financial year 2025-26, the Company did not implement or grant any stock options under any Employee Stock Option Scheme (ESOS) in terms of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Accordingly, no stock options were granted, vested, exercised, lapsed or remained outstanding during the year under review.

WARRANTS:

During the financial year 2025-26, the Board of Directors of the Company, in their meeting held on July 16, 2025 have approved a issuance of 16,18,000 Warrants, convertible into fully paid- up Equity Shares of the Company, on preferential basis to the Promoters, Promoter Group and public, at a issuance price of Rs. 158.10 per Warrants (derived pursuant to Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018). Shareholders of the Company at an Extra-ordinary General Meeting held on August 13, 2025, approved the issuance of Warrants on preferential basis. The Company received an aggregate consideration of Rs. 6,39,51,450 , towards minimum 25% of the Total Consideration of the Warrants. Each warrant is convertible into one Equity Share of the Company and the rights attached to Warrants can be exercised at any time, within a period of 18 months from the date of allotment of Warrants.

Two of the warrant holders have exercised their right to convert the warrants into equity shares of the company till the date of this report.

SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANY

As at 31 March 2026, the Company had one unlisted subsidiary, Trishakti Capital Limited and did not have any joint venture or associate company.

During the financial year 2025-26, Trishakti Capital Limited, subsidiary of the Company, was classified as a material subsidiary in accordance with Regulation 16(1) (c) of the SEBI (Listing Regulations), based on the financial parameters of the immediately preceding accounting year. However, the financial parameters of Trishakti Capital Limited did not exceed the threshold prescribed under the Explanation to Regulation 24(1) of the SEBI (Listing Regulations). Accordingly, the requirement for appointment of an Independent Director of the Company on the Board of Trishakti Capital Limited, as contemplated under Regulation 24(1), was not applicable. Further, based on the financial parameters for the financial year ended 31st March 2026, Trishakti Capital Limited does not meet the materiality threshold prescribed under Regulation 16(1)(c) for the financial year 2026-27 and, accordingly, will not be classified as a material subsidiary for FY 2026-27.

The Company monitors the performance and operations of its subsidiary through an effective governance framework. The Audit Committee and the Board of Directors periodically review the financial statements & results, significanttransactions and overall performance of the subsidiary to ensure compliance with the applicable statutory and regulatory requirements and alignment with the Companys governance standards.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiary in Form AOC-1 (Annexure - I) forms part of this Annual Report.

During the financial year under review, there was no material change in the nature of the Companys subsidiary. The Company did not have any joint venture or associate company during the year.

DEMATERIALIZATION OF SHARES

The equity shares of the Company are available for trading and settlement in dematerialised form through both the depositories, namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Companys equity shares are admitted with the depositories under the International Securities Identification Number (ISIN): INE238C01022.

In accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Regulations), and the rules and regulations framed by SEBI, the Company has facilitated dematerialisation of its equity shares to enable ease of holding, transfer and settlement of securities by shareholders.

As on 31st March 2026, 98.74% of the Companys equity shares are held in dematerialised form. Shareholders holding shares in physical form are encouraged to dematerialise their holdings to avail the benefits of secure, convenient and efficient transfer of securities.

The Company has appointed MCS Share Transfer Agent Limited as its Registrar and Share Transfer Agent ("RTA") for providing investor-related services, including facilitation of dematerialisation and other shareholder services.

The Company continues to undertake necessary measures to ensure compliance with applicable regulatory requirements and provide efficient services to its shareholders.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 134(3) (g) of the Companies Act, 2013, particulars of loans, guarantees and investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013, made by the Company during the financial year under review are disclosed in the Notes to the Financial Statements, which forms an integral part of this Annual Report.

The Company has complied with the applicable provisions of Section 186 of the Companies Act, 2013 while making investments or providing loans, guarantees or securities, wherever applicable.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company comprises an appropriate mix of Executive, Non-Executive and Independent Directors, possessing diverse expertise, experience and knowledge across various domains, which enables the Board to provide effective leadership, strategic guidance and oversight for the sustainable growth of the Company.

The composition of the Board is in conformity with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Regulations). The Board continues to provide strategic direction and governance oversight while ensuring adherence to the highest standards of corporate governance, transparency and accountability.

During the financial year under review, Ms. Yashvi Agarwal was appointed as an Independent director on the Board of the Company. Futher during the year Mr. Suresh Jhanwar was also re-appointed as the Chairman and Managing Director of the Company for a period of 3 years with effect from 30th September 2025.

As on 31 March 2026, the Board of Directors and Key Managerial Personnel of the Company are as follows:

Name of Director / KMP Designation
Suresh Jhanwar CMD
Shalini Jhnawar Non- Executive Director (Women)
Dhruv Jhanwar Director-cum-CEO
Pranav Jhanwar Director-cum-CFO
Sumit Anand Independent Director
Sudhanshu Goswami Independent Director
Narainjeet Singh Hunjan Independent Director
Yashvi Agarwal Independent Women Director
Mahesh Kumar Sharma Company Secretary& Compliance Officer (KMP)

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to the declarations received, the Board is of the opinion that the Independent Directors possesses relevant expertise, integrity and experience.

The Independent Directors have also confirmed compliance with the requirements relating to registration with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs.

The Company has in place a structured familiarisation programme for Independent Directors to enable them to understand the Companys business, operations, industry dynamics and regulatory environment. Details of the familiarisation programme are available on the Companys website.

The Board places on record its appreciation for the valuable guidance and contributions made by the Directors and KMP towards the growth and governance of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirements under Section 134(5) of the Act, the Board, to the best of its knowledge and belief, confirms that:

i) The applicable accounting standards have been followed in preparation of annual accounts for Financial Year ended 31st March 2026 and proper explanations have been furnished relating to material departures;

ii) accounting policies have been selected and applied consistently and prudent judgments and estimates have been made so as to give a true and fair view of state of affairs of the Company at end of financial year and of profit and loss of the Company for year under review;

iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with provisions ofthe Actfor safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts for Financial Year ended 31st March 2026 have been prepared on a going concern basis;

v) internal financial controls are in place and that such financial controls are adequate and operating effectively;

vi) adequate systems to ensure compliance with the provisions of all applicable laws are in place and are operating effectively.

NUMBER OF MEETINGS OF THE BOARD

Eleven Board Meetings were held during the year on 28th April, 2025, 16th July, 2025, 23rd July, 2025, 20th August, 2025, 25th September, 2025, 8th October, 2025, 6th November, 2025, 4th December, 2025, 12th December, 2025, 19th January, 2026 and 17th February, 2026. The details regarding meetings ofthe Board have been provided in the Corporate Governance Report forming part of this Annual Report.

COMMITTEES OF THE BOARD

The Board of Directors has constituted four Committees, namely the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Management Committee, to assist the Board in effectively discharging its responsibilities and to provide focused oversight on specific areas requiring detailed deliberation and monitoring.

The Committees operate within clearly defined terms of reference and assist the Board in maintaining effective governance, transparency and accountability. The respective Committees comprise Directors with appropriate expertise and experience, and are chaired by Independent Directors, wherever required under the applicable statutory and regulatory provisions, thereby ensuring independent and objective oversight.

During the financial year under review, there was no instance of the Board not accepting any recommendation made by the Audit Committee.

Details regarding the composition of the aforesaid Committees, the number and dates of meetings held during the financial year 2025-26, and the attendance of the Directors thereat are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

BOARD EVALUATION

In accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board as a whole, its Committees and individual Directors was carried out based on the approved criteria, covering, inter alia, their contribution, effectiveness, participation, understanding of the Companys business and regulatory environment, and fulfilment of their respective roles and responsibilities. Each Director evaluated the performance of the other Directors, the Board as a whole and its Committees, excluding himself/ herself, and provided feedback to the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee considered the feedback received and placed its recommendations before the Board for its consideration and evaluation.

Further, the Independent Directors, at their separate meeting held during the financial year, reviewed the performance of the Non-Independent Directors, the Board as a whole and the Chairperson ofthe Company, taking into consideration the views of the Executive and Non-Executive Directors.

Based on the evaluation undertaken, the Board expressed its satisfaction with the overall performance of the Board, its Committees and the individual Directors, and noted that the Board and its Committees continued to function effectively and in accordance with their respective terms of reference.

NOMINATION & REMUNERATION POLICY

In compliance with the applicable provisions of the Companies Act, 2013 ("Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has formulated and adopted a comprehensive Nomination and Remuneration Policy.

The Policy, inter alia, lays down the criteria for determining the qualifications, positive attributes and independence of Directors and provides a framework for the appointment, remuneration and evaluation of Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company. The Policy is designed to ensure that the remuneration structure is aligned with the Companys business objectives, performance and long-term interests, while promoting merit, transparency and accountability.

The Nomination and Remuneration Policy of the Company is available on the Companys website at https://trishakti.com/codes-policies/

The key features of the Nomination & Remuneration Policy of the Company are set out herein-under:

• The Policy lays down transparent and objective criteria for the appointment and re-appointment of Directors, taking into consideration their qualifications, relevant experience, professional expertise, integrity, independence, time commitment and ability to contribute effectively to the governance and strategic objectives of the Company.

• The Policy provides a structured framework for the identification, selection and appointment of Senior Management Personnel, ensuring that the process is aligned with the Companys organisational requirements, business strategy and long-term objectives.

• The Policy establishes the broad principles and components governing remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees, with due regard to performance, responsibilities, qualifications, experience and the overall interests of the Company.

• The Company follows appropriate remuneration benchmarking practices to ensure that its remuneration structure remains competitive, equitable and aligned with prevailing industry practices, thereby supporting the attraction, motivation and retention of high- performing talent.

PARTICULARS OF EMPLOYEES, DIRECTORS & MANAGERIAL REMUNERATION

The information required pursuant to Section 197(12) of the Companies Act, 2013 ("Act") read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. However, in terms of the proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being dispatched to the Members of the Company excluding the aforesaid statement. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on all working days up to the date of the ensuing Annual General Meeting. Any Member desirous of obtaining a copy of the said statement may write to the Company Secretary at cs@trishakti.com

Further, pursuant to 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, the statement containing the names and other prescribed particulars of employees drawing remuneration in excess of the limits specified under the said Rules was not applicable and hence does not forms part of this Annual Report. None of the Directors are paid any remuneration from the Subsidiary Company i.e, Trishakti Capital Limited.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism and Whistle Blower Policy and the same is available on Companys website at https://trishakti.com/codes- policies/

The Company has established a Vigil Mechanism / Whistle Blower Policy providing a structured and confidential channel for Directors, employees and other eligible persons to report concerns relating to misconduct, malpractice, unethical behaviour, fraud, violation of the Code of Conduct or other improper practices, for appropriate investigation and redressal.

The Policy incorporates adequate safeguards against any form of victimisation or retaliation against persons who make disclosures in good faith and provides, in exceptional circumstances, for direct access to the Chairperson of the Audit Committee for reporting concerns relating to fraud, misconduct or other serious irregularities. The Audit Committee oversees the operation of the mechanism and reviews complaints received and the action taken thereon, as applicable.

As part of the Companys commitment to sound corporate governance and continuous improvement of its compliance framework, the Policy is reviewed periodically. During the financial year 2025-26, no complaint or disclosure was received under the Vigil Mechanism / Whistle Blower Policy.

SUSTAINABILITY

The Company remains committed to embedding sustainability and responsible business practices into its business strategy and operations, with a focus on creating sustainable long-term value for all stakeholders while promoting responsible resource utilisation and minimising its environmental impact arising from its operations.

The Company continues to undertake initiatives across key various parameters, encompassing responsible use of resources, occupational health and safety, employee well-being and development, ethical and responsible business conduct, community development and stakeholder engagement. The Company remains committed to strengthening its governance framework and integrating sustainable practices into its operations in line with evolving regulatory requirements and responsible business principles.

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

Pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are set out below:

A. Conservation of Energy

The Company is primarily engaged in the business of renting and hiring of heavy earth-moving equipment. While the Companys activities do not involve energy- intensive manufacturing processes however, the operation and maintenance of its equipment involve the consumption of fuel and electricity.

The Company continues to adopt appropriate measures for the efficient utilisation and conservation of energy through preventive and periodic maintenance, efficient equipment operation, monitoring of fuel and energy consumption and adoption of appropriate practices to minimise avoidable energy consumption and improve overall operational efficiency.

B. Technology Absorption

The Companys operations do not involve any manufacturing or technology-intensive production process. However, the company continues to adopt and utilise appropriate technologies, digital solutions, diagnostic systems and modern operational practices, wherever relevant to improve equipment reliability, safety, productivity, fleet utilization, preventive maintenance and overall service capabilities .

C. Foreign Exchange Earnings and Outgo

The Company did not have any foreign exchange earnings and outgo during the financial year ended 31 March 2026

RISK MANAGEMENT

The Company recognises that effective risk management is an integral part of achieving its strategic and operational objectives and safeguarding the interests of its stakeholders. Accordingly, the Company has adopted an appropriate approach for identifying, assessing, monitoring and mitigating risks that may have a material impact on its business, operations, financial performance and reputation.

Considering the nature and scale of the Companys operations, the key risks may include business and market risks, equipment utilisation and operational risks, credit and counterparty risks, financial risks, regulatory and compliance risks, health and safety risks and risks arising from changes in the economic and business environment.

The Board of Directors, with the support of the management, periodically reviews the key risks faced by the Company and the measures undertaken for their mitigation. The management is responsible for identifying and evaluating emerging risks, implementing appropriate mitigation measures and keeping the Board apprised of significant risks and developments, as appropriate.

The Company continuously endeavours to strengthen its risk management practices in line with the evolving business environment and applicable statutory and regulatory requirements. The Board remains committed to ensuring that material risks are identified and appropriately addressed to support the Companys sustainable growth and long-term objectives.

During the financial year under review, no risk which, in the opinion of the Board, may threaten the existence of the Company was identified

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions ("RPT Policy"), which provides the framework for identification, approval, review and disclosure of transactions with related parties. The RPT Policy is available on the Companys website at https://trishakti.com/codes-policies/.

All contracts, arrangements and transactions entered into by the Company with related parties during the financial year 2025-26 were in the ordinary course of business and on an arms length basis and were undertaken in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The related party transactions were placed before and reviewed by the Audit Committee on a quarterly basis, and the requisite approvals were obtained in accordance with the applicable statutory and regulatory requirements.

There were no materially significant related party transactions entered into by the Company during the financial year which could have a potential conflict with the interests of the Company. Further, the Company has not entered into any contract, arrangement or transaction with related parties during the financial year which could be considered material in accordance with the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The full particulars of the loans given, investment made, guarantee given or security provided as per the provisions of Section 186 of the Act are provided in the notes to the Financial Statements.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to its financial statements, which are commensurate with the size, scale and complexity of its operations. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting, the accuracy and completeness of accounting records, the safeguarding of assets, and the prevention and detection of frauds and errors. The internal financial controls are reviewed periodically and are supplemented by appropriate policies, procedures and management controls to ensure effective operational and financial oversight. The Audit Committee and the Board of Directors periodically review the adequacy and effectiveness of the internal financial control systems and recommend appropriate measures, wherever required. Based on the assessment carried out by the management and the review undertaken by the Board and the Audit Committee and Those Charged with Governance (TCWG), the Board is of the opinion that its internal financial controls with reference to the financial statements were adequate and operating effectively during the financial year ended 31st March 2026.

STATUTO RY AU DITO RS

In accordance with the provisions of Section 139 of the Companies Act, 2013 ("Act") and pursuant to the approval of the Members at the 37th Annual General Meeting held on 24th September, 2022, M/s. G. Basu & Co., Chartered Accountants (Firm Registration No. 301174E) were re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 37th Annual General Meeting until the conclusion of the 42nd Annual General Meeting of the Company to be held in the year 2027.

The Auditors Reports on the Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March 2026 form part of this Annual Report. The Statutory Auditors have expressed an unmodified opinion on the aforesaid financial statements and there are no qualifications, reservations, adverse remarks or disclaimers in their Reports.

SECRETARIAL AUDITOR

During the year under review, the Board of Directors on the recommendation of the Audit Committee, appointed M/s. MKB & Associates, Practicing Company Secretaries [Firm Registration No. P2010WB042700] as the Secretarial Auditor of the Company for a period of five years from FY 2025-26 to FY 2029-30 and the said appointment was approved by the shareholders at the Annual General Meeting of the Company held on 26th September 2025. The Secretarial Audit Report is annexed and forms part of this Report.

INTERNAL AUDITOR

M/s. Sinharay & Co., Chartered Accountants acted as the Internal Auditor of the Company for the financial year 2025-26. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditor.

The board has appointed M/s. Sinharay&Co., Chartered Accountants, as the Internal Auditor of the Company for the Financial Year 2026-27.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the auditors have reported any instances of fraud committed against the Company as required to be reported under Section 143 (12) of the Act.

DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. As on 31st March 2026, there are no unclaimed or unpaid deposits with the Company. The Company has not defaulted on repayment of deposits or payment of interest on deposits thereon in the past.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No such significant and material order was passed by any Regulators of Courts or Tribunals which would have an impact on the going concern status and companys operations in the future.

ANNUAL RETURN

In accordance with Section 92 (3), 134 (3) (a) read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company is hosted on its website and can be accessed at https://trishakti.com/annual- return/

CORPORATE GOVERNANCE REPORT

A detailed Report on Corporate Governance together with a Certificate from M/s. MKB & Associates, Practicing Company Secretaries, regarding compliance of conditions of Corporate Governance as stipulated under SEBI Listing Regulations is annexed and forms part of this Annual Report.

SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards on Meetings of Board (‘SSI) & Secretarial Standards on General Meetings (‘SS2) issued by the Institute of Company Secretaries of India as applicable during the year ended 31st March 2026

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to providing a safe, secure and conducive work environment and has in place a ‘Prevention, Prohibition and Redressal of Sexual Harassment at Workplace Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), aimed at prevention, prohibition and timely redressal of complaints. The Policy is available on the Companys website at https://trishakti. com/codes-policies/

The Company has duly constituted an Internal Complaints Committee (ICC) in compliance with the POSH Act.

The details pertaining to complaints received on matters pertaining to sexual harassment during the Financial Year 2025-26, are as below:

(a) Number of complaints of sexual harassment received in the year: NIL

(b) Number of complaints disposed of during the year: NIL

(c) Number of complaints pending for more than ninety days: NIL

MATERNITY BENEFIT

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time, and has extended all applicable maternity benefits to eligible employees. The Company remains committed to providing a supportive, inclusive and employee-friendly work environment in accordance with applicable labour laws.

CEO AND CFO CERTIFICATION

Pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Chief Executive Officer and Chief Financial Officer of the Company have submitted the requisite certificate to the Board of Directors for the financial year ended 31st March 2026. The said certificate was duly placed before and taken on record by the Board of Directors.

OTHER GENERAL DISCLOSURES / DECLARATIONS

No proceedings have been initiated by or are pending against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016. The Company duly serviced its debts and financial commitments as and when they fell due, and no settlement or restructuring arrangement was entered into with any of the bankers of the Company during the year under review.

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for the valuable cooperation, support and continued contribution extended by the employees, customers, suppliers, contractors, value chain partners, shareholders, investors, government authorities, financial institutions, banks and other stakeholders of the Company. The Directors also express their gratitude for the continued trust, confidence and support extended by all stakeholders during the year under review.

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ATTENTION INVESTORS

RISK DISCLOSURE ON DERIVATIVES

Copyright © IIFL Capital Services Limited (Formerly known as IIFL Securities Ltd). All rights Reserved.

IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

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