Triveni Enterprises Ltd Directors Report

To Members of,

Triveni Enterprises Limited

The Board of Directors ( Board ) is pleased to present the 41 st Annual Report of Triveni Enterprises Limited ( Company ) along with audited Standalone financial statements, for the financial year ended March 31, 2026.

1. HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

(Amount in Rs.)

Particulars	Current Financial Year	Previous Financial Year (2024-
	(2025-2026)	2025)
Net Profit/(Loss)Before Depreciation and Tax	18,63,807	25,22,714
Depreciation	Nil	Nil
Profit /(Loss) before Tax	18,63,807	25,22,714
Provision for Tax	4,84,590	6,55,906
Profit/ (loss) after Tax	13,79,217	18,66,808
Balance Brought forward	2,23,53,401	2,04,86,593
Tax - Earlier Years	Nil	Nil
Balance Carried to Balance Sheet	2,37,32,618	2,23,53,401

2.BUSINESS OVERVIEW:

The Company is involved in the business of trading textiles. The company is planning for expansion of its business. The Net Profit of the Company decreased from 18,66,808/- in the previous year to 13,79,217/- during the current year. Despite challenging market conditions and various adversities, the Company s prudent management policies and business strategies have provided a cushion against the adverse impact of market conditions on the overall performance of the Company.

The management remains optimistic about the future prospects of the Company and is committed to pursuing suitable opportunities for business expansion and sustainable growth.

3.CHANGES IN THE NATURE OF BUSINESS:

During the financial year FY 2025-26, there has been no change in the nature of business of the Company.

4.DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2026.

5.DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of LODR Regulation 2015, the regulations related to Dividend Distribution Policy are not applicable to the Company.

6.TRANSFERS TO RESERVES:

The Company has not transferred any amount to the reserves during the financial year under review. For complete details on movement in Reserves and Surplus during the financial year ended March 31 2026, please refer to the Note No. of the Standalone Financial Statement of the Company.

7.CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

8. DIRECTORS RESPONSIBILITY STATEMENT:

As required under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, directors, to the best of their knowledge and belief, state that:

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected 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 and 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; and

(e) the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

9.EXTRACT OF ANNUAL RETURN:

In terms of the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available www.trivenienterprisesltd.in.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

11. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTMENTS / RESIGNATIONS DURING THE YEAR:

As on March 31, 2026, the Board comprised of 3(Three) directors including 1 (One) independent director. The Board has an appropriate mix of Executive, Non-Executive and Independent Directors, which is in compliance with the requirements of the Companies Act, 2013. The details of the Board of Directors are as below:

1. Mr. Arvind Gupta: Chairman and Whole time Director

2. Mr. Ramchandra Ramhit Varma: Director & CFO

3. Ms. Pintu: Independent & Women Director (Resigned from w.e.f. February 26, 2026)

4. Ms. Sujata Yash Patil: Independent & Women Director (Appointed w.e.f. February 26, 2026)

None of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Director of company by the Ministry of Corporate Affairs (MCA) or any such other Statutory Authority.

I. RETIRE BY ROTATION:

In terms of Section 152 of the Companies Act, 2013, Mr. Arvind Gupta (DIN: 02912070) Director, being Director liable to retire by rotation shall retire at the ensuing Annual General Meeting and being eligible for reappointment, offers himself for re-appointment.

The information as required to be disclosed in relation to the aforesaid re-appointment under Regulation 36 of Listing Regulations and Secretarial Standard on General Meetings( SS-2 ) will be provided in the notice of next General Meeting.

II. CHANGE IN DIRECTORS :

Ms. Pintu (DIN:07189665), Independent Director of the Company resigned from Board and various committee wherein she is Chairman and/or member, w.e.f closure of business hours of February 26, 2026.

Ms. Sujata Yash Patil (DIN: 08441204) appointed as an additional independent director w.e.f. February 26, 2026.

III. KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013, as on March 31, 2026, the following are the Key Managerial Personnel (KMP) of the Company:

1.Mr. Arvind Gupta: Chairman and Managing Director

2.Mr. Ramchandra Ramhit Varma: Director & Chief Financial Officer

3.Ms. Neetu Jogani: Company Secretary and Compliance Officer (appointed w.e.f. December 16, 2025)

4.Ms. Nikita Chamaria: Company Secretary and Compliance Officer ( Resigned w.e.f. August 5, 2025)

12. DECLARATION BY THE INDEPENDENT DIRECTORS:

All the Independent Directors have given their declaration to the Company stating their independence pursuant to Section 149(7) of the Companies Act, 2013. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the proficiency.

The Company has also received requisite declarations from Independent Directors of the Company as prescribed under rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014.All Independent Directors have affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013.

The Independent Directors are provided with all necessary documents/reports and internal policies to enable them to familiarise with the Companies procedures and practices.

13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. All new independent directors inducted into the Board attend an orientation program. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities.

14. SHARE CAPITAL:

During the year under review, there was no change in the Authorized Share Capital of the Company.

The Issued, Subscribed and paid-up equity capital of as on March 31, 2026 stood at Rs. 5,72,40,000/-comprising of 5,72,40,000 Equity shares of Re.1/- each during the year under review. the company has not issued the following

The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise, during the period under review.

The Company has not issued any sweat equity shares to its directors or employees, during the period under review.

15.NUMBER OF MEETINGS OF BOARD DURING THE YEAR:

The Board of Directors met 8 (Eight) times on May 29, 2025, August 12, 2025, August 13, 2025, August 19, 2025, September 2, 2025, November 11 2025, February 4, 2026 and February 26, 2026 during the Financial Year 2025-26. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Attendance of Directors at the Board Meeting is as under:

Sr No. Name of Director	No. of Board Meetings attended
1 Mr. Arvind Gupta	8 of 8
2 Mr. Ramchandra Ramhit Varma	8 of 8
3 Ms. Pintu	7 of 7
4 Ms. Sujata Yash Patil	1 of 8

16.COMPOSITION OF AUDIT COMMITTEE :

Composition of Audit Committee as on March 31, 2026 as required under section 177(8) of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1. Mr. Ramchandra Varma

2. Mrs. Pintu (Resigned from February 26, 2026)

3. Mr. Arvind Gupta

4. Ms. Sujata Yash Patil (Appointed from February 26, 2026)

17.STATUTORY AUDITORS:

The Board of Directors at their meeting dated August 19, 2025 recommended the appointment of M/s. KARTA & COMPANY, Chartered Accountants (FRN:160122W) as Statutory Auditors of the Company in place of M/s. SDG &Co, Chartered Accountants (FRN:137864W) who have tendered their resignation w.e.f. August 14, 2025 as Statutory Auditors of the Company.

M/s. KARTA & COMPANY, Chartered Accountants (FRN:160122W) were appointed w.e.f. August 19, 2025 till the ensuing AGM to fill the casual vacancy caused due to resignation of M/s. SDG &Co Associates, Chartered Accountants, (FRN:137864W)

Further, the Board of Directors of the Company at its meeting held on August 19, 2025 have appointed M/s. KARTA & COMPANY, Chartered Accountants ((FRN: 160122W) for a term of 5 years, subject to the approval of shareholders at ensuing Annual General Meeting, to hold office till the conclusion of Annual General Meeting to be held in the year 2030.

The Board recommends to the members of the Company approval of appointment of M/s. KARTA & COMPANY, Chartered Accountants ((FRN: 160122W) as the Statutory Auditors of the Company. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

18. . STATUTORY AUDITOR S REPORT :

The Board has duly received the Statutory Auditor s Report on the financial Statements of the Company for the financial year ended March 31, 2026. The Report given by the Auditors on the financial statements of the Company is forming part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report and the observations made by the Auditors are self - explanatory and have been dealt with in Independent Auditors Report & its annexures and hence do not require any further clarification.

Further, the Auditors have not reported any incident of fraud in the Company for the year under review under section 143(12) of the Act.

19. CASH FLOW STATEMENT:

As required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the Stock Exchanges, the Cash Flow Statement is attached to the Balance Sheet.

20. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. HRU & Associates, Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure I to this report. The report is self-explanatory however the Company has initiated necessary steps to comply with various non-compliances as mentioned under the Secretarial Audit Report.

21. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the period under review, Company has not given any loans, guarantees or investments to the Company.

23. LISTING:

The Equity shares of the Company are listed on BSE Ltd and MSEI Limited under Scrip Code: 538569.

24. BOARD S RESPONSE ON AUDITORS QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report or by the Company Secretary in Practice in the Secretarial Audit Report.

25. INTERNAL FINANCIAL CONTROLS:

The Directors had laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.

26. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:

During the year under review, the Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings , respectively, issued by The Institute of Company Secretaries of India.

27. COST AUDITOR:

As per directives of the Central Government and in pursuance to the provisions of Section 148 of the Companies Act, 2013 read with rules framed there under, the Company is not required to carry out an audit of cost accounts. The maintenance of cost records as specified under Section 148 of the Act is not applicable to the Company.

28. MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Management Discussion and Analysis Report is enclosed.

29. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS/ TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY S OPERATION IN FUTURE:

The Company has received the material order and is currently in the process of taking necessary steps to fulfil the same. There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

30. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014:

The Company has an adequate internal financial control system, commensurate with the size of its business operations.

31. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

32. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT:

The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.

33. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES:

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The Company is committed to provide a safe & conducive work environment to its employees and has formulated Policy for Prevention of Sexual Harassment to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment. Internal Committees have been set up to redress complaint(s) regarding sexual harassment. During the year under review, no case of sexual harassment was reported. The details, of the complaints of sexual harassment if any, received, disposed off or pending for more than 90 days are:

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

(b) Number of complaints disposed off during the year- NIL

(c) Number of cases pending for more than ninety days- NIL

During the year under review, no complaints were filed with the Committee under the provisions of the said Act in relation to the workplace/s of the Company.

35. STATEMENT THAT COMPANY HAS COMPLIED WITH MATERNITY BENEFIT ACT:

During the year under review, the Company has complied with respect to the provisions relating to the Maternity Benefit Act 1961.

36. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not issued shares under employee s stock options scheme pursuant to provisions of Section 62 read with Rule 12(9) of Companies (Share Capital and Debenture) Rules, 2014.

37. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The company does not have any subsidiary companies or joint venture companies or associate companies during the year under review. Also, there was no company which have become or ceased to become the subsidiaries/joint ventures/associate company (ies) during the year.

38. CORPORATE GOVERNANCE:

As per the requirement of SEBI Circular No. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 No. SEBI/LAD-NRO/GN/2015- 16/013 dated September 2, 2015, the listed companies having paid up equity share capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs.25 Crores, as on the last day of the previous financial year is not required to comply with the norms of the Corporate Governance Report. Since, the paid up equity share capital of the company is Rs. and Net Worth not exceeding Rs. 25 Crores as on financial year ending March 31, 2026, therefore, the provisions relating to the Corporate Governance report are not applicable the company.

39. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 during the Financial Year.

40. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators/ Court who would impact the going concern status of the Company and its future operations.

41. DISCLOSURE

Your directors state that no disclosure reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

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

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

No proceedings initiated under the Insolvency and Bankruptcy Code, 2016.

No instance of one-time settlement with any Bank or Financial Institution; and

No transfer of unpaid and unclaimed amount to Investor Education and Protection Fund (IEPF) during the year under review.

42. APPRECIATION:

We record our gratitude to the Banks and others for their assistance and co-operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence reposed in the management.

Registered Office:	For Triveni Enterprises Limited
Office No. S. No.7, (8,9)
Mamata Anand Sankul,	Sd/-
Nashik Road, Nashik Pune Road	Arvind Gupta
Nashik - 422101 Maharashtra	Whole Time Director
Date: September 03, 2026	DIN: 02912070