Trom Industries Ltd Directors Report

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Oct 23, 2026|03:50:04 PM

Trom Industries Ltd Share Price directors Report

1. FINANCIAL RESULTS

To, The Members, Trom Industries Limited

Your Directors are pleased to present the 7th Annual Report on the business and operations of the Company along with the Audited Financial Statement for the Financial Year ended on 31st March, 2026.

1. FINANCIAL RESULTS

The financial performance of the Company for the Financial Year ended on 31st March, 2026 and for the previous financial year ended on 31st March, 2025 is given below:

(Rs. In Lakhs)

Particulars 2025-26 2024-25
Revenue from Operations 12,340.73 9,332.11
Other Income 145.01 58.68
Total Income 12,485.74 9,390.79
Total Expenses 11,531.04 8,776.92
Profit Before Exceptional and Extra Ordinary Items and Tax 954.70 613.87
Exceptional Items 0.00 0.00
Profit before Extra-Ordinary Items and Tax/Profit Before Tax 954.70 613.87
Current Tax 247.43 162.36
Deferred Tax 4.27 (9.65)
Tax for Earlier Years 10.92 -
Total Tax expense 262.62 152.71
Profit for the period 692.07 461.17
Earnings per share (EPS) - Basic 7.53 5.57
Earnings per share (EPS) - Diluted 7.53 5.57

2. OPERATIONS

The total revenue from operations for Financial Year 2025-26 is Rs. 12,340.73 Lakhs as compared to total revenue from operations of Rs. 9,332.11 Lakhs for previous Financial Year. The Company has incurred Profit before tax for the Financial Year 2025-26 of Rs. 954.70 Lakhs as compared to Profit of Rs. 613.87 Lakhs for previous Financial Year. The Net Profit after tax for the Financial Year 2025-26 is Rs. 692.07 Lakhs as compared to Net Profit after tax Rs. 461.17 Lakhs as compared for previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year 2025-26, there was no change in nature of Business of the Company.

4. WEBLINK OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2026 is available on the Companys website at www.tromindustries.com.

5. SHARE CAPITAL

A. AUTHORISED SHARE CAPITAL:

The Authorized Equity share capital of the Company on 31st March, 2026 is Rs. 11,00,00,000/- (Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only).

During the year there is no change in the Authorised Equity Share Capital of the Company.

B. PAID-UP SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31st March, 2026 is Rs. 9,19,48,660/- (Rupees Nine Crores Nineteen Lakhs Forty-eight Thousand Six Hundred and Sixty Rupees Only) divided into 91,94,866 (Ninety-one Lakhs Ninety-four Thousand Eight Hundred Sixty-six) equity shares of Rs. 10/- (Rupees Ten Only).

During the year there is no change in the Paid-up Equity Share Capital of the Company.

6. DIVIDEND

To conserve the resources for future prospect and growth of the Company, the Board of Directors do not recommend any dividend for the Financial Year 2025-26 (Previous year - NIL).

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF"). During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

8. TRANSFER TO RESERVES

The profit of the Company for the Financial Year ending on 31st March, 2026 is transferred to profit and loss account of the Company under Reserves and Surplus.

9. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

10. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

11. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

12. BOARD MEETINGS

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Companys policies and strategies apart from the Board Matters.

13. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31st March, 2026 the applicable accounting standards have been followed and there is no material departure from the same;

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 financial year and of the profit of the company for the financial year ended on 31st March, 2026;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the Annual Accounts on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and;

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year the Company is covered under the criteria of the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is mandatory to comply with the same.

The Company has formed the CSR Committee as per the Section 135 of the Companies Act, 2013. On recommendation of CSR Committee, the Board of Directors of the Company has approved the CSR Policy which is available on the website of the Company i.e. www.tromindustries.com.

The Company has spent the amount on CSR Activities for the financial year 2025-26 as per Schedule VII of the Companies Act, 2013. The Company has duly spent the amount within time prescribed under Section 135 of the Companies Act, 2013. The CSR Report separately attached here with as Annexure - II.

15. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

i. Auditors Report:

There were no qualifications, reservations, adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the financial year ended on 31st March, 2026.

ii. Secretarial Auditors Report:

There are no adverse observations in the Secretarial Audit Report which call for explanation.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, the Company has entered into transactions with its related parties in the ordinary course of business and on an arms length basis. All such transactions were undertaken in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.

The transactions entered into by the Company with its related parties fall within the scope of Section 188(1) of the Companies Act, 2013 and were carried out on an arms length basis and in the ordinary course of business. The transactions did not have any potential conflict with the interests of the Company.

Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into with related parties in the prescribed Form AOC-2 are annexed to this Report as Annexure - III.

The details of transactions with related parties, as required under the applicable Accounting Standards, are disclosed in the notes forming part of the financial statements of the Company.

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditors report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

19. RESERVES & SURPLUS

Sr. No. Particulars Amount
1. Balance at the beginning of the year 1037.10
2. Current Years Profit / (Loss) 692.07
3. Other Adjustments -
4. Amount of Securities Premium and other Reserves 2718.04

Total

4447.22

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY

The Company has framed formal Risk Management framework for risk assessment and risk minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit Committee also reviews the adequacy of the risk management frame work of the Company, the key risks associated with the business and measures and steps in place to minimize the same.

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

The Company has not undertaken any major initiatives with respect to conservation of energy or technology absorption during the year under review. Hence, the particulars as required under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014 are not applicable.

Details of foreign exchange earnings or outgo during the year under review, are as follows:

(Amount in Lakhs)

Sr. No. Foreign exchange earnings and outgo F.Y. 2025-26 F.Y. 2024-25
1. Foreign exchange earnings Nil Nil
2. CIF value of imports 532.13 Nil
3. Expenditure in foreign currency Nil Nil

22. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Companys Policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act is available on the website of the Company at www.tromindustries.com.

23. SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI"). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

24. REPORTING OF FRAUDS BY THE AUDITORS

During the year under review, neither the Statutory nor the Secretarial Auditors 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 would need to be mentioned in the Boards Report.

25. STATE OF COMPANYS AFFAIRS

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and explanation about the performance of the Company.

26. STATEMENT ON ANNUAL EVALUATION OF BOARDS PERFORMANCE

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.); Structure, composition, and role clarity of the Board and Committees; Extent of co-ordination and cohesiveness between the Board and its Committees; Effectiveness of the deliberations and process management; Board / Committee culture and dynamics; and Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board / Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

Knowledge Professional Conduct Comply Secretarial Standard issued by ICSI Duties Role and functions

b) For Executive Directors:

Performance as leader Evaluating Business Opportunity and analysis of Risk Reward Scenarios Key set investment goal Professional conduct and integrity Sharing of information with Board. Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

27. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Companys Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed "Business Conduct Policy". Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the policy. The objective of the policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

28. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR

During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

29. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure - I to this report.

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the Financial Year 2025-26.

30. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No. Name Designation DIN / PAN
1. Mr. Jignesh Bharathbai Patel Managing Director cum Chairman 07093538
2. Mr. Pankaj Tanaji Pawar Executive Director 07093588
3. Mr. Amrutbhai Gopalbhai Patel Non-Executive and Non-Independent Director 09269212
4. Mr. Jitendra Pradipbhai Parmar? Non-Executive and Independent Director 09699769
5. Ms. Drashtiben Ravikumar Aghera? Non-Executive and Independent Director 10219807
6. Ms. Aishwarya Singhvi Non-Executive and Independent Director 10241207
7. Mr. Nandish Shaileshbhai Jani? Additional Non-Executive and Independent Director 09565657
8. Mr. Parth Bhupendrakumar Thakkar Chief Financial Officer AVEPT9066A
9. Ms. Priya Arora Company Secretary and Compliance Officer BMZPA9257P

Mr. Jitendra Pradipbhai Parmar and Ms. Drashtiben Ravikumar Aghera had given resignation from the position of Non-Executive and Independent Director of the Company w.e.f. 24th August, 2026 Board of the Director has appointed Mr. Nandish Shaileshbhai Jani as an Additional Non-Executive and Independent Director of the Company w.e.f. 24th August, 2026

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2025-26 and till the date of Boards Report.

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

31. DECLARATION BY INDEPENDENT DIRECTORS

Ms. Aishwarya Singhvi and Mr. Nandish Shaileshbhai Jani are Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149(6) of the Companies Act, 2013 and are qualified to be Independent Director. They also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

32. CORPORATE GOVERNANCE

Since the Company has listed its specified securities on the NSE Emerge platform, the provisions relating to Corporate Governance specified under Regulation 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46, and Para C, D and E of Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are not applicable to the Company by virtue of Regulation 15 thereof.

Accordingly, the provisions relating to Corporate Governance are not applicable to the Company and, therefore, the Corporate Governance Report does not form part of this Boards Report.

33. DEPOSITS

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

34. FORMAL ANNUAL EVALUATION PROCESS BY BOARD

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non-Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

35. AUDITORS

A. Statutory Auditor:

We were appointed M/s. Milind Nyati & Co., Chartered Accountants (Firm Registration No.: 014455C) from the conclusion of this 5th Annual General Meeting till the conclusion of 9th Annual General Meeting to be held in the year 2028, at a remuneration as may be decided by the any of Directors of the Company in consultation with the Auditors thereof.

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. Milind Nyati & Co, Chartered Accountants, the Statutory Auditors of the Company, in their Audit Report for the Financial Year ended 31st March, 2026. The observations, if any, made in the Auditors Report are self-explanatory and, therefore do not call for further comments or explanations from the Board of Directors.

The Auditors report for the financial year ended on 31st March, 2026 has been issued with an unmodified opinion by the Statutory Auditors and the report is part of the Annual Report.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Mr. Gaurav Bachani, Proprietor of M/s. Gaurav Bachani & Associates, Company Secretaries, Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2025-26.

The Secretarial Audit Report for the Financial Year 2025-26 is annexed herewith as Annexure - IV in Form MR-3. There are no adverse observations in the Secretarial Audit Report which call for explanation.

C. Internal Auditor:

The Board of Directors of the Company has appointed M/s. Ramani & Vasoya, Chartered Accountants, Gandhinagar, (FRN: 135828W), as the Internal Auditor of the Company to conduct the Internal Audit of the Company for Financial Year 2025-26.

The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board of Directors from time to time. The Internal Auditor also reviews the adequacy and effectiveness of the internal control systems and processes of the Company, as applicable.

36. DISCLOSURES

A. Audit Committee:

The Board of Directors of our Company in its Meeting held on 30th May, 2025, 22nd August, 2025, 14th November, 2025 and 6th February, 2026, has in pursuance to provisions of Section 177 of the Companies Act, 2013, constituted Audit Committee:

The constitution of the Audit Committee is as follows:

Name Designation Nature of Directorship No. of the Committee Meetings entitled No. of the Committee Meetings attended
Ms. Aishwarya Singhvi Chairperson Non-Executive and Independent Director 4 4
Mr. Jitendra Pradipbhai Parmar? Member Non-Executive and Independent Director 4 4
Mr. Jignesh Bharathbhai Patel Member Managing Director 4 4
Mr. Nandish Shaileshbhai Jani? Member Non-Executive and Independent Director - -

Mr. Nandish Shaileshbhai Jani has been appointed as Member of the Audit Committee and Mr. Jitendra Pradipbhai Parmar has resigned from the post of Member of the Audit Committee w.e.f. 24th August, 2026.

B. Nomination and Remuneration Committee:

The Board of Directors of our Company in its Meeting held on 22nd August, 2025 has in pursuance to provisions of Section 178 of the Companies Act, 2013 constituted Nomination and Remuneration Committee.

The constitution of the Nomination and Remuneration Committee is as follows:

Name Designation Nature of Directorship No. of the Committee Meetings entitled No. of the Committee Meetings attended
Ms. Aishwarya Singhvi Chairperson Non-Executive and Independent Director 1 1
Mr. Jitendra Pradipbhai Parmar? Member Non-Executive and Independent Director 1 1

? Mr. Nandish Shaileshbhai Jani and Mr. Amrutbhai Gopalbhai Patel have been appointed as Members of the Nomination and Remuneration Committee w.e.f. 24th August, 2026. Mr. Jitendra Pradipbhai Parmar and Ms. Drashtiben Ravikumar Aghera have resigned from the position of Members of the Nomination and Remuneration Committee w.e.f. 24th August, 2026.

C. Stakeholders Relationship Committee:

The Board of Directors of our Company in its Meeting held on 22nd August, 2025 in pursuance to provisions of Section 178 of the Companies Act, 2013 constituted Stakeholders Relationship Committee.

The constitution of the Stakeholders Relationship Committee is as follows:

Name Designation Nature of Directorship No. of the Committee Meetings entitled No. of the Committee Meetings attended
Ms. Aishwarya Singhvi Chairman Non-Executive and Independent Director 1 1
Mr. Jitendra Pradipbhai Parmar Member Non-Executive and Independent Director 1 1
Mr. Jignesh Bharatbhai Patel Member Managing Director 1 1
Mr. Nandish Shaileshbhai Jani? Member Non-Executive and Independent Director - -

Mr. Nandish Shaileshbhai Jani has been appointed as Member, and Mr. Jitendra Pradipbhai Parmar has resigned from the post of Member of the Stakeholders Relationship Committee w.e.f. 24th August, 2026.

D. Corporate Social Responsibility Committee:

The Board of Directors of our Company in its Meeting held on 22nd August, 2025 in pursuance to provisions of Section 135 of the Companies Act, 2013 constituted Corporate Social Responsibility Committee.

The constitution of the Corporate Social Responsibility Committee is as follows:

Name Designation Nature of Directorship No. of the Committee Meetings entitled No. of the Committee Meetings attended
Ms. Aishwarya Singhvi Chairman Non-Executive and Independent Director 1 1
Mr. Pankaj Pawar Member Executive Director 1 1
Mr. Jignesh Bharatbhai Patel Member Managing Director 1 1

37. INDUSTRIAL RELATIONS

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

38. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

39. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions along with the reasons thereof is not applicable to the Company.

40. MAINTENANCE OF COST RECORDS

The provisions relating to maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Companys current working and future outlook as per Annexure - III.

42. DEMATERIALISATION OF EQUITY SHARES

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") and the Demat activation number allotted to the Company is ISIN: INE05YV01018. Presently shares are held in electronic mode.

43. COMPLIANCE ON MATERNITY BENEFIT ACT, 1961

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.

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

The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during the year:

Particulars Number
a. number of complaints filed during the financial year NIL
b. number of complaints disposed of during the financial year NIL
c. number of complaints pending as on end of the financial year NIL

45. ACKNOWLEDGEMENTS

Your directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: 4th Floor, 421, Pramukh Tangent, Nr. Sargasan Cross Road, Gandhinagar, Gujarat, India - 382 421

By the Order of the Board of Trom Industries Limited

Place: GandhinagarDate: 24th August, 2026

Sd/-Pankaj Tanaji PawarDirectorDIN: 07093588

Sd/-Jignesh Bharathbai PatelManaging DirectorDIN: 07093538

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