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A Oneindia Venture

Nifty 26,132.60 +0.64%

22k Gold ₹ 12,400 /gm

Sensex 85,428.59 +0.59%

Nifty 26,132.60 +0.64%

22k Gold ₹ 12,400 /gm

Sensex 85,428.59 +0.59%

Nifty 26,132.60 +0.64%

22k Gold ₹ 12,400 /gm

Directors Report of Trident Ltd.

Mar 31, 2025

Your Directors are pleased to present the 35^th Annual Report (1^st Integrated Annual Report) on the affairs of the Company
along with Audited Financial Statements of the Company for the Financial Year ended on March 31, 2025

Corporate Overview

The Company operates in diversified business segments viz. Bed Linen, Bath Linen, Yarn, Paper and Chemicals. The
Company also has a captive power plant to cater the needs of its various business segments.

Financial performance and review

The audited financial statements (standalone and consolidated) prepared by the Company, in accordance with the Indian
Accounting Standards (Ind AS), are provided in the Annual Report of the Company. The highlights of financial performance
(standalone and consolidated) of the Company for the Financial Year ended March 31, 2025 is as under:

Particulars	Standalone		Consolidated
Particulars	Current Year	Previous Year	Current Year	Previous Year
- Revenue from operations	69,658.9	67,304.2	69,870.8	68,088.3
- Other income	594.1	599.0	601.5	577.6
Total Income	70,253.0	67,903.2	70,472.3	68,665.9
Total Expenses	65,556.5	63,101.0	65,726.8	63,898.9
EBITDA	9,610.7	9,949.0	9,709.3	9,980.5
Depreciation	3,620.0	3,602.0	3,662.0	3,649.8
EBIT	5,990.7	6,347.0	6,047.3	6,330.7
Interest (Finance Cost)	1,294.2	1,544.8	1,301.8	1,563.7
Profit before exceptional item and tax	4,696.5	4,802.2	4,745.5	4,767.0
Exceptional Items	-	(360.5)	-	(1.5)
Profit before tax	4,696.5	5,162.7	4,745.5	4,768.5
Profit after tax	3,668.3	3,895.8	3,707.3	3,499.9
Other Equity	41,006.8	37,995.0	41,113.9	38,058.1
EPS (face value of ?1/- each) (in C)	0.73	0.78	0.73	0.69

A detailed discussion on financial and operational
performance of the Company is given under "Management
Discussion and Analysis Report" forming part of the
Annual Report.

Dividend

Your Company has a dividend distribution policy that
balances the dual objectives of rewarding shareholders
through dividends whilst also ensuring the availability
of sufficient funds for growth of the Company. The web
link of the Dividend Distribution Policy is https://assets.
tridentindia.com/DDP Dividend Policy.pdf

In line with the dividend distribution policy, considering
the sense of shareholders'' expectations and past dividend
history, the Company has declared and paid an interim
dividend Rs. 0.36 per share (i.e. 36%) on face value of Rs. 1/-
each, during the Financial Year under review. The dividend
pay-out for FY 2024-25 was Rs. 1,834.5 Million.

The Board of Directors did not recommend any final
dividend for the financial year ended March 31, 2025.

Transfer to Reserves

During the year under review, the Company transferred
an amount of Rs. 5.8 Million to the ''General Reserve'' on
account of Employee Stock Option Scheme. Details of
the same are provided in note 15 of financial statements.
Further, no profits are transferred to general reserves
and entire amount of profit for the year forms part of the
''Retained Earnings''.

Changes in Share Capital

During the period under review, there is no change in share
capital of the Company.

Expansions/ Modernisation

The Company has successfully expanded its solar power
capacity by aggregating 23.5 MWp during the year under
review, which is a step to significantly reducing the carbon
footprint for the Company. The overall installed captive
solar power capacity after abovementioned enhancement
reached to 51.9 MWp.

This capacity enhancement showcases Company''s
commitment towards reducing its carbon emissions and
ensuring sustainability.

Credit Rating

The details on Credit Rating are set out in the Corporate
Governance Report, which forms part of this report.

Consolidated Financial Statements

The consolidated financial statements of the Company
and all its subsidiaries form a part of this Annual Report
and have been prepared in accordance with Section 129(3)
of the Companies Act, 2013. The statement containing
highlights of performance of each Subsidiary, salient
features of the financial statements for the financial year
ended on March 31, 2025 (Form AOC - I) is annexed to the
Financial Statements.

The audited accounts of the Subsidiary Companies
are available on the official website of the Company at
https://www.tridentindia.com/financial-statements-of-
subsidiaries

The annual accounts of the Company and of the Subsidiary
Companies are open for inspection by any shareholder
at the Registered Office of the Company. The Company
will also make available copies of these documents to
shareholders upon receipt of request from them.

Subsidiary and Associate Companies

As on March 31,2025, the Company has following Subsidiaries:

Subsidiaries

a) Trident Home Textiles Limited, Indian, wholly-
owned Subsidiary

b) Trident Group Enterprises Pte. Ltd., Singapore, wholly
owned Subsidiary

Step down Subsidiaries

a) Trident Global Inc., USA, wholly-owned step
down Subsidiary

b) Trident Europe Limited, UK, wholly-owned step
down Subsidiary

c) THTL Trading LLC, UAE, wholly-owned step
down Subsidiary

None of the Subsidiary or Step-down Subsidiary fall
under the criteria of Material Subsidiary as defined under
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI
LODR Regulations").

Change in Subsidiaries/Step-down Subsidiaries

During the year under review, Trident Group Enterprises
Pte. Ltd. (TGEPL) was incorporated in Singapore by the
Company on September 13, 2024, with the objective to
diversify and expand the current business operations in
global market, explore the future business opportunities
and carry out treasury, investment & financing activities.
Further, TGEPL has acquired entire 100% shareholding of
THTL Trading LLC., a Limited Liability Company incorporated
in the emirate of Dubai, United Arab Emirates (''UAE''), on
January 14, 2025, with the objective to diversify and expand
the current business operations in global market, explore
the future business opportunities and/or to employ talent
to manage business activities of the Company.

Further, Trident Group Enterprises Pte. Ltd. has acquired
the entire shareholding held in Trident Global Inc. (''TGI'')
and Trident Europe Limited (''TEL'') from the Company and
other shareholders on January 23, 2025. Resultantly, TGI
and TEL became wholly-owned Subsidiaries of Trident
Group Enterprises Pte. Ltd and step-down subsidiaries
of Trident Limited. This restructuring in shareholding of
TGI and TEL shall help in simplification of the Company''s
subsidiary structure, optimisation of cost of governance
& compliance.

Trident Global B.V., the step-down subsidiary of the
Company incorporated in Netherlands, has been voluntarily
dissolved and accordingly ceased as step-down subsidiary
of the Company on September 17, 2024.

There is no associate company within the meaning of Section
2(6) of the Companies Act, 2013 (hereinafter referred to
as ''the Act''). There have been no material changes in the
nature of the business of the subsidiaries during the year
under review.

Board of Directors and Key Managerial
Personnel

Directors Retiring by Rotation

Pursuant to provisions of Companies Act, 2013 (''the Act'')
and the Articles of Association of the Company, Mr. Deepak
Nanda (DIN: 00403335) is liable to retire by rotation and
being eligible, offers himself for re-appointment. The
Nomination and Remuneration Committee and Board of
Directors have recommended his re-appointment for
the approval of the shareholders of the Company in the
forthcoming Annual General Meeting of the Company.

Changes during the year

During the year under review, Mr. Rajiv Dewan has completed
his second term as Non-Executive/Independent Director

Sr No.	Name of the KMP	Designation	Changes	Effective date
1.	Mr. Matta Aravind Kumar	Company Secretary and Compliance Officer (KMP)	Resignation	July 31, 2024
2.	Mr. Sushil Sharma	Company Secretary and Compliance Officer (KMP)	Appointment	August 08, 2024
3.	Mr. Manish Bhatia	Chief Financial Officer and KMP	Resignation	October 26, 2024
4.	Mr. Avneesh Barua	Chief Financial Officer and KMP	Appointment	November 06, 2024

of the Company on September 29, 2024. Considering his
immense business knowledge, leadership, strategic
thinking and sound Judgement approach, the Board
believed that the continuation of Mr. Rajiv Dewan on the
Board of the Company shall strengthen the overall Board''s
skills and governance, and shall provide continuous benefit
to the Company. Therefore, basis the recommendations of
Nomination and Remuneration Committee and the Board,
the shareholders vide their resolution passed by Postal
Ballot dated December 12, 2024, has appointed Mr. Rajiv
Dewan as Non-Executive/Non-Independent of the Company
w.e.f. September 30, 2024, liable to retire by rotation.

Further, the shareholders vide their resolution passed in
34^th Annual G eneral Meeting of the Company dated August
06, 2024, have re-appointed Mr. Raj Kamal and Prof. Rajeev
Ahuja as Independent Directors, for a second term of one
year, with effect from August 09, 2024 and approved the reÂ¬
appointment of Mr. Deepak Nanda (DIN: 00403335) retired
by rotation.

Independent Directors

All Independent Directors have given declarations that
they meet the criteria of independence as laid down under
Section 149(6) of the Act and Regulations 16(1)(b) and

Changes in KMP during the year:

Number of Board Meetings

During the year under review, the Board met 7 times.
The maximum gap between any two consecutive Board
meetings did not exceed 120 days. The details of the Board
meetings are set out in the ''Corporate Governance Report''
which forms part of this Report.

Committees of the Board

The Company has duly constituted Board level Committees
as mandated by the applicable laws and as per the business
requirements. Details of the committees, along with their
composition, charters and meetings held during the year,
are provided in the ''Corporate Governance Report'', forms
a part of this Report. During the FY 2024-25, the Board has
accepted all the recommendations of its committees.

Evaluation of performance of the Board

The Company has duly approved Nomination and
Remuneration Policy prescribing inter-alia the criteria for

25(8) of SEBI LODR Regulations that they are independent
from the Management of the Company and that they are
not aware of any circumstance or situation, which exist
or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an
objective independent judgement and without any external
influence. Further, all the Independent Directors have
given declarations that they complied with the provisions
of Companies (Appointment and Qualifications of Directors)
Rules, 2014 and has also affirmed that they comply with the
Code for Independent Directors prescribed in Schedule IV
to the Act and the Code of Business Conduct and Ethics of
the Company.

During the year under review, a separate Meeting of
Independent Directors was held on March 01, 2025.

Details of Key Managerial Personnel (KMP)

Pursuant to section 203 of the Companies Act, 2013, Mr. Deepak
Nanda, Manging Director, Mr. Samir Prabodhchandra
Joshipura, Chief Executive Officer, Mr. Avneesh Barua,
Chief Financial Officer and Mr. Sushil Sharma, Company
Secretary, are the designated KMP of the Company as on
March 31, 2025.

appointment, remuneration and performance evaluation
of the directors. As mandated by Section 134 & 178, read
with Schedule IV of the Act and Regulation 25 of the SEBI
LODR Regulations, the Independent Directors in their
separate meeting held on March 01, 2025 have reviewed the
performance of Non-Independent Directors, Chairperson
and the Board as a whole including review of quality,
quantity and timeliness of flow of information between
Board and Management.

Further the Board, during the year under review, has also
evaluated the performance of the Board, its Committees
and all Individual Directors including Chairman of the
Company. The evaluation was carried out on the basis of
a structured questionnaire circulated in advance to all the
Directors. The Board expressed its satisfaction on the
same and is of the opinion that all the independent directors
of the company are persons of high repute & possess the
relevant expertise & experience in their respective fields.

Board Diversity

The Company recognises and embraces the benefits
of having a diverse Board of Directors to enhance the
quality of its performance. The Company considers
increasing diversity at Board level as an essential element
in maintaining a competitive advantage in the complex
business that it operates. The identified key skills / expertise
/ competencies of the Board and mapping with individual
Director are provided in the ''Corporate Governance Report'',
which forms a part of this Report.

Board Training, Induction and familiarisation of
Directors

At the time of appointing a Director, a formal letter of
appointment is given, which inter-alia includes the role,
function, duties and responsibilities expected from
him/her as a Director of the Company and necessary
documents, reports and internal policies to enable him/
her to familiarise with the Company and it''s procedures
and practices. Periodic presentations are made at the
Board, Committees, Strategy meetings, on business and
performance updates of the Company, global business
environment, business strategy and risks involved etc.
Updates on relevant statutory changes on important laws
are periodically presented or circulated to the Board. The
Directors are also explained in detail the compliances
required from them under the Act, the SEBI Regulations
and other relevant Laws and Regulations.

Details of Familiarisation of Directors are disclosed on the
Company''s website and are also provided in the ''Corporate
Governance Report'' of the Company which forms part of
this report.

Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings
and Outgo

The disclosures to be made under Section 134(3)(m) of the
Act read with Rule 8(3) of the Companies (Accounts) Rules,
2014 are as under:

A. Conservation of energy

i. Steps taken or impact on conservation of energy:
Trident is committed to sustainable business
practices by contributing to environment
protection and considers energy conservation
as one of the strong pillars of preserving
natural resources.

Your Company has taken various initiatives as
listed below, for energy conservation:

â¢ Installation of Rooftop Solar Power Plant.

â¢ Programmes for improving energy efficiency
and energy productivity across all operations.

â¢ Installation of energy efficient equipment in
yarn comber waste collection process.

â¢ Optimisation of equipment energy efficiency by
analysing the energy data.

â¢ Replacement of old conventional fan with
BLDC Fan.

â¢ Installation of Motion sensor.

ii. Steps taken by the Company for utilising alternate
sources of energy: During the year under review,
the Company has successfully expanded its solar
power capacity aggregated by 23.5 MWp i.e.
1.1 MWp on April 10, 2024, 5.5 MWp on May 03,
2024, 5.9 MWp on May 20, 2024 and 11.02 MWp on
March 29, 2025.

This capacity enhancement showcases
Company''s commitment towards reducing its
carbon emissions and ensuring sustainability.

iii. Capital investment on energy conservation
equipment: Rs. 285.37 Million.

B. Technology absorption

i. Efforts made towards technology
absorption:

During the year under review, your Company
continued to work on upgradation of its renewable
energy to reduce its carbon footprint. In this
regard, the equipment imported for the installation
of solar panels were duly commissioned by the
Company and accordingly, the technology has
been duly absorbed in previous year.

ii. Details of technology imported:

a) During the Year under review, the expansion
of Sheeting Cut, Stitch, Pack (''CSP'') &
Process House, Capacity enhancement of
looms were imported by the Company.

Details of Technology imported during the
last three financial years are mentioned in
the respective Annual Reports.

b) Year of Import: 2024-25

c) Whether the technology has been fully
absorbed: Yes

d) I f not fully absorbed, areas where the
absorption has not taken place and reasons
thereof: Not Applicable

iii. Expenditure incurred on Research and
Development: Nil

C. Foreign exchange earnings and outgo

During the year under review, the Foreign Exchange
earnings of the company were Rs. 37,865.0 Million
(Previous Year Rs. 40,608.0 Million) and Foreign
Exchange outgo was Rs. 3,768.7 Million (Previous Year
Rs. 3,722.7 Million).

Disclosure on ESOP

The Board of Directors and the Shareholders of the Company
have approved the ''Trident Limited Employee Stock Option
Scheme - 2020'' (''ESOS Scheme'') at their Meetings held on
May 16, 2020, and July 9, 2020, respectively. This scheme
has been effective from July 9, 2020. Pursuant to the
Schemes, the Company had constituted Trident Limited
Employees Welfare Trust (''Trust'') to acquire, hold and
allocate/transfer equity shares of the Company to eligible
employees from time to time on the terms and conditions
specified under the Scheme.

The details of ESOS vested, exercised or lapsed during the
year are duly provided in Note 42 to Standalone Financial
Statement of the Company and the same is not repeated
here for the sake of brevity.

Further, the Board of Directors and the Shareholders of the
Company have also approved the ''Trident Limited General
Employee Benefit Scheme - 2023'' (''GEBS Scheme'')
at their Meetings held on May 24, 2023 and August 12,
2023 respectively.

The Disclosure as per SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 has been
given on the website of the Company under the following
link: https://www.tridentindia.com/other-statutory-
disclosures. The said Scheme is available on the website of
the Company https://assets.tridentindia.com/SEBI SBEB
SE E fe40a293ce 55e261095b.pdf

Pursuant to Regulation 13 of Employee Benefits
Regulations, a certificate from Secretarial Auditors of
the Company, with respect to the implementation of the
schemes, will be made available during the ensuing Annual
General Meeting ("AGMâ).

Nomination and Remuneration Policy

In compliance with Section 178 of the Companies Act, 2013,
the Nomination and Remuneration Policy of the Company
has been designed to keep pace with the dynamic business
environment and market linked positioning. The Policy has
been duly approved and adopted by the Board pursuant
to recommendations of Nomination and Remuneration
Committee of the Company. During the year under review,
the Policy was amended on November 06, 2024 and January

24, 2025 to align the policy with the statutory amendments
and the updated policy is duly available on the website of
the Company at following link: https://assets.tridentindia.
com/NRC Policy.pdf

As mandated by proviso to Section 178(4) of the Companies
Act, 2013, salient features of Nomination and Remuneration
Policy are annexed as âAnnexure I'' hereto and forms part
of this report. The details of the remuneration paid to the
directors during the year are provided in the ''Corporate
Governance Report'' which forms a part of this Report.

Particulars of Employees

The information required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
provided in âAnnexure II''

Information required under Section 197(12) of the Act read
with Rule 5(2) and Rule 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is
provided in a separate exhibit forming part of this report
and is available on the website of the Company at https://
www.tridentindia.com/other-statutory-disclosures. If
any Shareholder is interested in obtaining information
as described under first proviso to the Rule 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, he/she may, before the date of
forthcoming Annual General Meeting, write to the Company
Secretary in this regard.

Vigil Mechanism & Whistle Blower policy

The Company has implemented Vigil Mechanism & Whistle
Blower policy and the oversight of the same is with Audit
committee of the Company. The policy inter-alia provides
that any Director, Employee who observes any unethical
behaviour, actual or suspected fraud or violation of the
Company''s code of conduct or ethics, policies, improper
practices or alleged wrongful conduct in the Company may
report the same to Chairman of the Audit Committee or
e-mail on the email Id: whistleblower@tridentindia.com.
Identity of the Whistle Blower shall be kept confidential
to the greatest extent possible. The detailed procedure is
provided in the policy and the same is available on official
website of the Company at following link: https://assets.
tridentindia.com/vigil mechanism policy.pdf

During the year under review, there were no instances of
fraud reported to the Audit Committee/Board.

Corporate Social Responsibility (CSR)

CSR Committee comprises of Mr. Rajiv Dewan (Chairman
of the Committee), Dr. Anthony DeSa and Mr. Deepak
Nanda as Members. The disclosure of the contents of
CSR Policy as prescribed and amount spent on CSR

activities during the year under review are disclosed
in ''Annual Report on CSR activities'' annexed hereto as
âAnnexure III'' and forms part of this Report.

Business Responsibility and Sustainability
Report

The CSR Committee overseas the Business Responsibility
and Sustainability Reporting of the Company. The Business
Responsibility and Sustainability Report describing
the initiatives taken from an environmental, social and
governance perspective, in the prescribed format is
included in this Annual Report of the Company.

Risk Management

The Company has adopted a Risk Management Policy with
the objective of ensuring sustainable business growth
with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with
the business. In order to achieve the key objective, the
policy establishes a structured and disciplined approach
to Risk Management, in order to guide decisions on risk
related issues. The Risk Management framework has
been provided in the Management Discussion and Analysis
Report of the Company and Integrated Annual Report.

Internal Financial Controls

Your Company''s Financial Statements are prepared on the
basis of the Significant Accounting Policies and approved
by the Audit Committee and the Board. These Accounting
policies are reviewed and updated from time to time.

These systems and controls are subjected to Internal Audit
and their findings and recommendations are reviewed by
the Audit Committee which ensures the implementation.

During the year under review, Deloitte Touche Tohmatsu
India LLP and M/s. Mahajan & Aibara were engaged as
Internal Auditors of the Company. They carried out the
internal audit of the Company''s operations and reported
its findings to the Audit Committee. Internal auditors also
evaluated the functioning and quality of internal controls
and provided assurance of its adequacy and effectiveness
through periodic reporting. Internal audit was carried out
as per risk-based internal audit plan, which was reviewed by
the Audit Committee of the Company. The Audit Committee
periodically reviewed the findings and suggestions for
improvement and was apprised of the implementation
status in respect of the actionable items. For more details,
please refer ''Internal Control'' section of the Management
Discussion and Analysis Report, a part of this Report.

No Default to Banks / Financial Institutions

The Company has not defaulted in payment of interest and
/ or repayment of loans to any of the financial institutions
and / or banks during the year under review.

Corporate Governance

Your Company is committed to adhere to the best practices
& highest standards of Corporate Governance. It is always
ensured that the practices being followed by the Company
are in alignment with its philosophy towards corporate
governance. The well-defined vision and values of the
Company drive it towards meeting the business objectives
while ensuring ethical conduct with all stakeholders and in
all systems and processes.

Your Company proactively works towards strengthening
relationship with constituents of system through corporate
fairness, transparency and accountability. In your Company,
prime importance is given to reliable financial information,
integrity, transparency, fairness, empowerment and
compliance with law in letter & spirit. Your Company
proactively revisits its governance principles and practices
as to meet the business and regulatory needs.

Detailed compliances with the provisions of the SEBI LODR
Regulations and the Act for the FY 2024-25 are given in
Corporate Governance Report, which forms part of the
Annual Report. The certificate of Practising Company
Secretary on compliance with Corporate Governance
norms is also annexed with the ''Corporate Governance
Report''.

Auditors & Auditors'' Report

Statutory Audit

M/s S.R. Batliboi & Co. LLP, Chartered Accountants,
Statutory Auditors of the Company have submitted Auditors''
Report on the financial statements of the Company for
the financial year ended on March 31, 2025. There has
been no qualification, reservation, adverse remark or
disclaimer given by the Statutory Auditors in their Report.
The information referred to in the Auditors'' Report is selfÂ¬
explanatory and do not call for any further comments.

Cost Audit

The Company is maintaining the Cost Records, as
specified by the Central Government under section 148(1)
of the Act. The Board of Directors of your Company, on
the recommendations of the Audit Committee, have reÂ¬
appointed M/s Ramanath Iyer & Co., Cost Accountants, as
Cost Auditors for the FY 2025-26 to carry out an audit of
cost records of the Company in respect of Textiles, Paper
and Chemical divisions. The Cost Audit Report for the
financial year ended March 31, 2025 is under finalisation

and shall be filed with the Central Government within the
prescribed time limit.

Secretarial Audit

M/s Mehta & Mehta, Practising Company Secretaries,
have submitted Secretarial Audit Report for the financial
year ended on March 31, 2025 and same is annexed as
âAnnexure IV''and forms part of this Report. There has
been no qualification, reservation, adverse remark or
disclaimer given by the Secretarial Auditors in their Report.
Information referred to in the Secretarial Auditors'' Report is
self-explanatory and do not call for any further comments.

Annual Secretarial Compliance Report

A Secretarial Compliance Report, pursuant to
regulation 24A of the SEBI LODR Regulations, for the FY
2024-25 on compliance with all applicable SEBI Regulations
and circulars/ guidelines issued thereunder, shall be
obtained from M/s. Mehta & Mehta, Practising Company
Secretaries, and shall be placed on the website of the
Company and be submitted to Stock Exchanges.

Further, the Indian Subsidiaries neither fall under the
criteria of secretarial audit as prescribed under Section
204 of the Act nor fall within the ambit of Annual Secretarial
Compliance Report under regulation 24A of the SEBI
LODR Regulations.

Annual Return

In terms of Section 92(3) of the Companies Act, 2013 and
Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company is available
on the website of the Company at the link: https://www.
tridentindia.com/annual-reports

Particulars of loans, guarantees or
investments

The Particulars of loans, guarantees or investments have
been disclosed in the financial statements and the Company
has duly complied with Section 186 of the Act, in relation to
Loans, Guarantee and Investments, during the FY 2024-25.

Contracts or arrangements with related
parties

All contracts / arrangements / transactions entered by
the Company, during the year under review, with related
parties were in the ordinary course of business and on
arm''s length basis. During the period under review, the
Company had not entered into any contract / arrangement /
transaction with related parties which could be considered
material in accordance with the Policy on Materiality and

Dealing with Related Party Transactions and hence, the
disclosures in Form No. AOC-2 is not applicable. The
related party disclosures are provided in the notes to
financial statements.

All related party transactions are placed before the Audit
Committee for its review and approval. Prior omnibus
approval of the Audit Committee are being obtained on
an annual basis for the transactions which are planned/
repetitive in nature, and omnibus approvals are taken as per
the policy laid down for unforeseen transactions. Related
party transactions entered into pursuant to the omnibus
approval so granted are placed before the Audit Committee
for its review on a quarterly basis, specifying the nature,
value and terms and conditions etc. of the transactions.
The Policy on Materiality of and Dealing with Related Party
Transactions as approved by the Board is available on the
website of the Company at the following link: https://assets.
tridentindia.com/rpt policy.pdf

Secretarial Standards

The Company has complied with all the applicable
secretarial standards issued by the Institute of Company
Secretaries of India.

Incremental Borrowings under Large
Corporate Framework of SEBI

Pursuant to Regulation 50B of SEBI (Issue and Listing
of Non-Convertible Securities) Regulations, 2021 (NCS
Regulations) read with Chapter XII of the NCS Master
Circular dated May 22, 2024 relating to ''Fund raising
by issuance of debt securities by large corporates'', the
Company was not required to raise funds by way of issuance
of debt securities during the FY 2024-25.

Responsibility Statement of Directors

Directors'' Responsibility Statement pursuant to the provisions
of Section 134(3)(c) read with Section 134(5) of the Act on
the annual accounts of the Company for the year ended on
March 31, 2025 is provided below:

a) In the preparation of the annual accounts, the
applicable accounting standards had been followed
alongwith proper explanation relating to material
departures from the same;

b) The Directors had selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of
the Company as at end of the financial year and of the
profit/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;

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

General

a) During the year under review, your Company has
neither accepted any fixed deposits nor any amount
was outstanding as principal or interest as on
balance sheet date and disclosures prescribed in this
regard under Companies (Accounts) Rules, 2014 are
not applicable.

b) The Company has zero tolerance for sexual
harassment at workplace and has adopted a policy
on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
the Rules thereunder for prevention and redressal
of complaints of sexual harassment at workplace.
Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual
harassment. All women employees (permanent,
contractual, temporary, trainees) are covered under
this policy. During the year, no complaints were
received by the Company under Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

Further, the Company has also complied with all the
provisions relating to the Maternity Benefits Acts, 1961.

c) All Policies as required under the Act or the SEBI
LODR Regulations are available on the website of the
Company i.e. https://www.tridentindia.com/. Links of
the Policies are provided in the ''Corporate Governance
Report'', which forms part of this report.

d) Your directors state that no disclosure or reporting is

required with respect to the following items as there

were no transactions on these items during the year

under review:

â¢ Material changes and commitments after the
closure of the financial year till the date of this
Report, which affects the financial position of
the Company.

â¢ Change in the nature of business of the Company.

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

â¢ Issue of sweat equity shares to its directors
or Employees.

â¢ Any remuneration or commission received by
Managing Director of the Company, from any of
its subsidiary.

â¢ Significant or material orders passed by the
Regulators or Courts or Tribunals which impact
the going concern status and Company''s operations
in future.

â¢ No fraud has been reported by the Auditors to the
Audit Committee or the Board.

â¢ No application has been made under the Insolvency
and Bankruptcy Code; hence the requirement to
disclose the details of application made or any
proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year alongwith
their status as at the end of the financial year is not
applicable; and

â¢ The requirement to disclose the details of difference
between amount of the valuation done at the time
of onetime settlement and the valuation done while
taking loan from the Banks or Financial Institutions
along with the reasons thereof, is not applicable.

Human Resources Development and
Industrial Relations

The human resources development function of the Company
is guided by a strong set of values and policies. Your
Company strives to provide the best work environment with
ample opportunities to grow and explore. Your Company
maintains a work environment that is free from physical,
verbal and sexual harassment. The details of initiatives
taken by the Company for development of human resources

are given in ''Management Discussion and Analysis Report''
forms a part of this Report.

The Company maintained healthy, cordial and harmonious
industrial relations at all levels during the year under review.

Acknowledgements

Central Government, Government of Punjab, Government
of Madhya Pradesh, Financial Institution(s), Bank(s),
Customers, Dealers, Vendors and Society at large.

Your Directors also wish to convey their appreciation for
collective contribution & hard work of employees across all
levels. The Board also takes this opportunity to express its
deep gratitude for the continued co-operation and support
received from its valued shareholders and their confidence
in management and look forward to their continued support
in future too.

For and on behalf of the Board

Rajiv Dewan Deepak Nanda

Date: May 21, 2025 Director Managing Director

Place: New Delhi DIN: 00007988 DIN: 00403335

Mar 31, 2024

The Directors are pleased to present the 34th Annual Report and Audited Financial Statements of the Company for the Financial Year ended on March 31,2024.

Corporate Overview

The Company operates in diversified business segments viz. Bed Linen, Bath Linen, Yarn, Paper and Chemicals. The Company also has a captive power plant to cater the needs of its various business segments.

Financial Results

The financial performance of the Company, on standalone basis, for the year ended March 31, 2024 is summarized below:

		(INR million)
Particulars	Current Year	Previous Year
Total Income	67,903.2	62,912.7
Total Expenses	63,101.0	57,369.8
EBITDA	9,949.0	9,418.0
Depreciation	3,602.0	3,101.5
EBIT	6,347.0	6,316.5
Interest (Finance Cost)	1,544.8	773.6
Profit before exceptional item and tax	4,802.2	5,542.9
Exceptional Items	(360.5)	-
Profit before tax	5,162.7	5,542.9
Profit after tax	3,895.8	4,219.0
Other Equity	37,995.0	36,161.7
EPS in Rs. (Diluted) face value of Re. 1/- each	0.78	0.84
Dividend	36%	36%

Financial performance and review

The total income of the Company during the year under review has been Rs. 67,903.2 million as against Rs. 62,912.7 million in the previous financial year. The Operating Profit (EBITDA) for the year stood at Rs. 9,949.0 million as compared to Rs. 9,418.0 million in the previous financial year, an increase of 6 percent. The Company has earned a net profit of Rs. 3,895.8 million as against Rs. 4,219.0 million in the previous financial year, a decrease of 8 percent. The Company''s earnings per share were Rs. 0.78 during the current year.

A detailed discussion on financial and operational performance of the Company is given under âManagement Discussion and Analysis Report" forming part of the Annual Report.

Transfer to Reserves

During the year under review, the Company transferred an amount of Rs. 3.1 million to the ''General Reserve'' on account of Employee Stock Option Scheme. Details of the same are provided in note 15 of financial statements. Further no profits are transferred to general reserves and entire amount of profit for the year forms part of the ''Retained Earnings''.

Changes in Share Capital

During the period under review, there is no change in share capital of the Company.

Details of Debentures issued by the Company

During the year under consideration the Company has not issued any Debentures. Further during the year the Company fully redeemed, in advance, the 250 unrated, unlisted, secured, redeemable, senior, non-convertible debentures (''NCDs'') of the face value of Rs. 10,00,000/- each aggregating to Rs. 250 million issued in March 2023.

Incremental Borrowings under Large Corporate Framework of SEBI

Pursuant to Circular no. SEBI/HO/DDHS/DDHS-RACPOD1/P/ CIR/2023/172 dated October 19, 2023, read with, Master Circular no. SEBI/HO/DDHS/PoD1/P/CIR/2023/119, dated August 10, 2021 relating to ''Fund raising by issuance of debt securities by large corporates'', the Company has opted not to raise the minimum 25% of incremental borrowings by way of issuance of debt securities during the FY 2023-24, to take advantage of differential interest rate.

Dividend

Your Company has a dividend policy that balances the dual objectives of rewarding shareholders through dividends whilst also ensuring availability of sufficient funds for growth of the Company.

The web link of the Dividend Distribution Policy is https://assets. tridentindia.com/DDP Dividend Policy 41269d74b3.pdf

Consistent with this policy, during the Financial Year, the Company has declared and paid an interim dividend @ 36% per share.

Under the Income-tax Act, 1961, as amended by Finance Act, 2020, dividend paid on distributed profits by the Company is taxable in the hands of the shareholders. Accordingly, the payment of dividend has been subjected to deduction of tax at source.

Credit Rating

The details on Credit Rating are set out in Corporate Governance Report, which forms part of this report.

Expansions/Modernisation

During the year under review, your Company has successfully expanded the production capacity of its Bed Linen segment by 55,000 meters per day, Bath Linen Segment by installing 42 Looms and Yarn Segment by installing 1,89,696 spindles. The projects have been financed through External Borrowings and Internal accruals. The additional capacity shall further strengthen the position of your Company in Textile Sector.

Further the capacity of captive Co-gen power plant and Solar Power plant has been increased by 16.3 MW and 10.56 MWp respectively, during the year under consideration.

Consolidated Financial Statements

The Audited Consolidated Financial Statements prepared by the Company are duly provided in the Annual Report of the Company.

Subsidiary and Associate Companies

As on March 31, 2024, the Company had 3 (three) subsidiaries namely 1. Trident Home Textiles Limited, Wholly-owned Subsidiary 2. Trident Europe Limited, Wholly-owned Subsidiary (Incorporated in UK) 3. Trident Global Inc, Subsidiary (Incorporated in USA) and 1 (one) Step Down Subsidiary, namely, Trident Global B.V.

The Company has disinvested 100% stake in Trident Global Corp Limited on September 14, 2023.

Further, Trident Innovations Limited and Trident Home Decor Limited, Wholly-Owned Subsidiaries of the Company have been struck off on 12/02/2024, pursuant to the order(s) of the Ministry of Corporate Affairs.

During the year under review Trident Home Textiles Limited, wholly-owned Subsidiary of the Company has acquired 100% equity share capital of Trident Global B.V, thereby making it step down subsidiary of the Company.

The audited accounts of the Subsidiary Companies are available on the official website of the Company at www.tridentindia.com/ financial-reports

The annual accounts of the Company and of the Subsidiary Companies are open for inspection by any investor at the Registered Office of the Company. The Company will also make available copies of these documents to investors upon receipt of request from them. The investors, if they desire, may write to

the Company to obtain a copy of the financial statements of the Subsidiary Companies.

The statement containing highlights of performance of each Subsidiary, salient features of their financial statements for the financial year ended on March 31,2024 (Form AOC - I) is annexed to the Financial Statements.

Board of Directors and Key Managerial Personnel

a. Directors Retiring by Rotation

Pursuant to provisions of Companies Act, 2013 (''The Act'') and the Articles of Association of the Company, Mr. Deepak Nanda (DIN: 00403335) is liable to retire by rotation and being eligible, offers himself for re-appointment. The Nomination and Remuneration Committee and Board of Directors have recommended his re-appointment for the approval of the shareholders of the Company in the forthcoming Annual General Meeting of the Company.

b. Changes during the year

During the year under review, Mr. Dinesh Kumar Mittal and Mr. Kapil Ghorse, has resigned from the position of Director(s) of the Company effective April 21, 2023

Further Mr. Swapan Nath, Mr. Kavish Dhanda, Mr. Pardeep Kumar Markanday, Mr. Kamal Gaba, and Mr. Naveet Jindal have resigned from the position of Managing Director(s) effective April 21, 2023.

c. Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulations 16( 1 )(b) and 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe SEBI LODR Regulations"), that they are independent from the Management of the Company and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, all the Independent Directors have given declarations that they complied with the provisions of Companies (Appointment and Qualifications of Directors) Rules, 2014. The Independent Directors have given declarations that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Business Conduct and Ethics of the Company.

A separate Meeting of Independent Directors was held on February 06, 2024.

d. Number of Board Meetings

During the year under review, the Board duly met 9 times. The maximum gap between any two consecutive Board meetings did not exceed 120 days. The details of the Board meeting are set out in the Corporate Governance Report which forms part of this Report.

e. Evaluation of performance of the Board

Further the Nomination and Remuneration Committee and the Board, at their Meetings held on May 18, 2024, also evaluated the performance of the Board, its Committees and all Individual Directors including Chairman of the Company. The evaluation was carried out on the basis of a structured questionnaire circulated in advance to all the Directors. Furthermore, the Board is of the opinion that Independent directors of the company are persons of high repute, integrity & possess the relevant expertise & experience in their respective fields.

f. Board Training, Induction and familiarization of Directors

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the compliances required from him/her under the Act, the SEBI Regulations and other relevant Laws and Regulations. Details of Familiarization of Directors are disclosed on the Company''s website and also are provided in the Corporate Governance Report of the Company which forms part of this report.

g. Board Committees

The Company has duly constituted Board level Committees as mandated by the applicable laws and as per the business requirements. The details of the same are provided in the Corporate Governance Report of the Company which forms part of this report.

h. Audit Committee

All the recommendations made by the Audit Committee were accepted by the Board.

i. Details of Key Managerial Personnel

â¢ Mr. Matta Aravind Kumar was appointed as Company Secretary and Key Managerial Personnel of the Company with effect from August 15, 2023

â¢ Mr. Manish Bhatia was appointed as Chief Financial Officer and Key Managerial Personnel of the Company with effect from December 06, 2023.

â¢ Mr. Samir Prabodhchandra Joshipura was appointed as Chief Executive Officer and Key Managerial Personnel of the Company with effect from February 20, 2024

â¢ Mr. Hari Krishan ceased to be Company Secretary and Key Managerial Personnel of the Company effective August 14, 2023.

â¢ Mr. Avneesh Barua ceased to be Chief Financial Officer and Key Managerial Personnel of the Company effective November 28, 2023

â¢ Further, pursuant to resignation of Mr. Pradeep Kumar Markanday, Mr. Swapan Nath, Mr. Kamal Gaba, Mr. Kavish Dhanda and Mr. Naveet Jindal as Managing Director(s), they ceased to be Key Managerial Personnel of the Company effective closure of Business hours on April 21, 2023.

As on March 31, 2024, Mr. Deepak Nanda, Managing Director, Mr. Samir Prabodhchandra Joshipura, Chief Executive Officer, Mr. Manish Bhatia, Chief Financial Officer and Mr. Matta Aravind Kumar, Company Secretary are designated as Key Managerial Personnel of the Company.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Energy conservation continues to be an area of major emphasis in your Company. A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as Annexure I hereto and forms part of this Report.

Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 (1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in Annexure-II. If any Shareholder is interested in obtaining information as described under first proviso to the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, he/she may, before the date of forthcoming Annual General Meeting , write to the Company Secretary in this regard.

Disclosure on ESOP

The Board of Directors and the Shareholders of the Company have approved the ''Trident Limited Employee Stock Option Scheme - 2020'' (''ESOS Scheme'') at their Meetings held on May 16, 2020 and July 9, 2020 respectively. This scheme has been effective from July 9, 2020. Pursuant to the Scheme, the Company has constituted Trident Limited Employees Welfare Trust (''Trust'') to acquire, hold and allocate/transfer equity shares of the Company to eligible employees from time to time on the terms and conditions specified under the Scheme.

The Disclosure as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (âthe Employee Benefits Regulations") has been given on the website of the Company under the following link: https://www.tridentindia.com/general-meetings-and-postal-ballot

Pursuant to Regulation 13 of Employee Benefits Regulations, a certificate from Secretarial Auditors of the Company, with respect to the implementation of the scheme, would be placed before the shareholders at the ensuing Annual General Meeting (âAGM").

Nomination and Remuneration Policy

In compliance with Section 178 of the Companies Act, 2013, the Nomination and Remuneration Policy of the Company has been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and is duly available on the website of the Company at following link: https://assets.tridentindia.com/nrc policy 56fb7b38ec.pdf

As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features of Nomination and Remuneration Policy are annexed as Annexure III hereto and forms part of this report.

Vigil Mechanism & Whistle Blower policy

The Company has implemented Vigil Mechanism & Whistle Blower policy and the oversight of the same is with Audit committee of the Company. The policy inter-alia provides that any Directors, Employees, Stakeholders who observe any unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics, policies, improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit Committee or e-mail on the email-Id: whistleblower@ tridentindia.com. Identity of the Whistle Blower shall be kept confidential to the greatest extent possible. The detailed procedure is provided in the policy and the same is available on official website of the Company at following link: https://assets. tridentindia.com/vigil mechanism policy 986d90052a.pdf

Further during the year under review, there were no instances of fraud reported to the Audit Committee/ Board.

Corporate Social Responsibility (CSR) Committee & Business Responsibility and Sustainability Report

CSR Committee comprises of Mr. Rajiv Dewan (Chairman of the Committee), Dr. Anthony Desa and Mr. Deepak Nanda as Members. The disclosure of the contents of CSR Policy as prescribed and amount spent on CSR activities during the year under review are disclosed in ''Annual Report on CSR activities'' annexed hereto as Annexure IV and forms part of this Report.

The Business Responsibility and Sustainability Report describing the initiatives taken by them from an environmental, social and governance perspective, in the specified format is included in the Annual Report of the Company.

Risk Management Policy

The Company has adopted a Risk Management Policy with the objective of ensuring sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The Risk Management framework has been provided in the Management Discussion and Analysis Report of the Company.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. The details of Internal Control System are provided in the Management Discussion and Analysis Report of the Company.

Fixed Deposits

During the year under review, your Company has neither accepted any fixed deposits nor any amount was outstanding as principal or interest as on balance sheet date and disclosures prescribed in this regard under Companies (Accounts) Rules, 2014 are not applicable.

No Default

The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.

Corporate Governance

Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.

Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.

Detailed compliances with the provisions of the SEBI LODR Regulations and Companies Act, 2013 for the year 2023-24 are given in Corporate Governance Report, which forms part of the Annual Report. The certificate of Practising Company Secretary on compliance with Corporate Governance norms is also attached thereto.

Human Resources Development and Industrial Relations

The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion and Analysis Report.

The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review.

Statutory Auditors & Auditorsâ Report

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company have submitted Auditors'' Report on the financial statements of the Company for the financial year ended on March 31, 2024. The Auditors'' Report for the year is selfexplanatory & does not contain any qualifications/modified opinion, hence need no comments.

M/s Deloitte Haskins & Sells, Chartered Accountants, Joint Statutory Auditors of the Company has resigned w.e.f. 07/08/2023.

Cost Audit

The Company is maintaining the Cost Records, as specified by the Central Government under section 148(1) of Companies Act, 2013.

The Board of Directors of your Company, on the recommendations of the Audit Committee, have re-appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi, as Cost Auditors for the financial year 2024-25 to carry out an audit of cost records of the Company in respect of Textiles, Paper and Chemical divisions. The Cost Audit Report for the financial year ended March 31, 2024 is under finalization and shall be filed with the Central Government within the prescribed time limit.

Secretarial Audit

M/s. Chandrasekaran Associates, Company Secretaries, have submitted Secretarial Audit Report for the financial year 2023-24 and same is annexed as Annexure V and forms part of this Report. The Secretarial Audit Report for the year is self-explanatory.

The Report has the following comments from the Secretarial Auditors and the response(s) of the Management against the comments are also provided hereunder:

Sl.

No.

Auditors Comments

Management Response

The Minutes of the two previous meetings of the Board and Committee were signed in the subsequent meetings held after the immediate next Board and Committee meetings, respectively. Further, in one instance, the resolution passed by circulation was noted in the subsequent Board meeting held after the immediate next board meeting as required by Section 175 of the Act

The delay in noting of the Minutes was inadvertent and the Management has further strengthened the systems, processes and practices to avoid such gaps in the future

The Company is required to strengthen its process with respect to the related party transactions including but not limited to the extent of obtaining of omnibus approval in accordance with Listing Regulations and SEBI circular(s), the review of the status of long-term or recurring related party transactions on an annual basis and approval taken for unforeseen transactions up to the prescribed limit

The Management has duly noted the recommendation of the Auditors and further strengthened the entire universe of systems and processes relating to Related Party Transactions

Annual Return

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: https://www.tridentindia.com/annual-reports

Particulars of loans, guarantees or investments

The Particulars of loans, investments or guarantees have been disclosed in the financial statements and the Company has duly complied with Section 186 of the Companies Act, 2013 in relation to Loans, Investment and Guarantee during the financial year 2023-24.

Contracts or arrangements with related parties

All contracts / arrangements / transactions entered by the Company during the year under review with related parties were in the ordinary course of business and on arm''s length basis. During the period under review, the Company had not entered into any contract /

arrangement / transaction with related parties which could be considered material in accordance with the Policy on Materiality of and Dealing with Related Party Transactions and accordingly, the disclosures in Form No. AOC-2 is not applicable. The related party disclosures are provided in the notes to financial statements.

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is available on the official website of the Company at the following link: https://assets.tridentindia.com/rpt policy 7552ee9b63.pdf

In terms of Regulation 23 of SEBI LODR Regulations, the Company submits the disclosures of Related Party on consolidated basis within the prescribed timelines from the date of publication of its standalone and consolidated financial results for the respective half year.

Secretarial Standards

The Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

Responsibility Statement of Directors

Directors'' Responsibility Statement pursuant to the provisions

of Section 134(3)(c) read with Section 134(5) of the Act on the

annual accounts of the Company for the year ended on March 31,

2024 is provided below:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures from the same

b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at end of the financial year and of the profit/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

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

General

A. The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year, no complaints were received by the Company under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

B. The Company has complied with all the applicable laws, rules, regulations and Secretarial Standards

C. All Policies as required under the Act or the SEBI Regulations are available on the website of the Company i.e. www. tridentindia.com

D. Your Directors state that no disclosure or reporting is

required with respect to the following items as there were no

transactions on these items during the year under review:

â¢ Material changes and commitments after the closure of the financial year till the date of this Report, which affects the financial position of the Company

â¢ Change in the nature of business of the Company

â¢ Details relating to deposits covered under Chapter V of the Act

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

â¢ Issue of sweat equity shares to its Directors or Employees

â¢ Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary

â¢ Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future

â¢ No fraud has been reported by the Auditors to the Audit Committee or the Board.

â¢ No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable and

â¢ The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable

Acknowledgments

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the cooperation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large.

Your Directors also wish to convey their appreciation for collective contribution & hard work of employees across all levels. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and their confidence in management and look forward to their continued support in future too.

Mar 31, 2023

Your Directors are pleased to present the 33rd Annual Report and Audited Financial Statements of the Company for the Financial Year ended on March 31, 2023.

Results of OperationsCorporate Overview

The Company operates in diversified business segments viz. Bed Linen, Bath Linen, Yarn, Paper and Chemicals. The Company also has a captive power plant to cater the needs of its various business segments.

Financial Results

The financial performance of your Company, on standalone basis, for the year ended on March 31,2023 is summarised below:

			(H In Millions) Growth
Particulars	Current Year	Previous Year	(H In Millions) Growth
Total Income	62,912.7	69,415.2	(9%)
Total Expenses	57,369.8	58,498.4	(2%)
EBITDA	9,418.0	15,100.1	(38%)
Depreciation	3,101.5	3,326.1	(7%)
EBIT	6,316.5	11,774.0	(46%)
Interest (Finance Cost)	773.6	857.2	(10%)
Profit before tax	5,542.9	10,916.8	(49%)
Profit after tax	4,219.0	8.149.5	(48%)
Other Equity	36,161.7	32,876.2	10%
EPS in H (Diluted) face value of H 1/- each	0.84	1.63	(48%)
Dividend	36%	36%	-

Financial performance and review

The total income of the Company during the year under review has been H 62,912.7 million as against H 69,415.2 million in the previous financial year. The Operating Profit (EBITDA) for the year stood at 9,418.0 million as compared to H 15,100.1 million in the previous financial year, a decrease of 38 percent. The Company has earned a net profit of H 4,219.0 million as against H 8,149.5 million in the previous financial year, a decrease of 48 percent. The Company''s earnings per share were H 0.84 during the current year.

A detailed discussion on financial and operational performance of the Company is given under âManagement Discussion and Analysis Report" forming part of this Annual Report.

Transfer to Reserves

During the year under review, the Company has transferred amount of Rs. 294.5 million to the ''General Reserve'' on account

of Employee Stock Option Scheme. Details of the same are provided in note 15 of financial statements. Further no profits are transferred to general reserves and entire amount of profit for the year forms part of the ''Retained Earnings''.

Changes in Share Capital

During the period under review, there is no change in share capital of the Company.

Details of Debentures issued by the Company

On March 29, 2023, the Company has issued 250 unrated, unlisted, secured, redeemable, senior, non-convertible debentures (''NCDs'') of the face value of H 10,00,000/- each aggregating to H 250 million, at par on Private Placement basis. The NCD''s carry a coupon rate of 9% per annum. These NCDs are redeemable at par in four equal installments at the end of 18th, 24th, 30th and 36th months from the date of allotment.

Dividend

Your Company has a dividend policy that balances the dual objectives of rewarding shareholders through dividends whilst also ensuring availability of sufficient funds for growth of the Company.

The dividend distribution policy of the Company is annexed herewith as Annexure V.

Consistent with this policy, the following is the summary of dividend paid/ declared by the Company:

Dividend type	Current year		Previous Year
Dividend type	Dividend (%)	Dividend per share	Dividend (%)	Dividend per share
Interim	36%	''0.36	36%	''0.36
Total	36%	''0.36	36%	0.36

Under the Income-tax Act, 1961, as amended by Finance Act, 2020, dividend paid on distributed profits by the Company shall be taxable in the hands of the shareholders. Accordingly, the payment of dividend is subject to deduction of tax at source.

Credit Rating

The details on Credit Rating are set out in Corporate Governance Report, which forms part of this report.

Expansions/Modernisation

During the year under review, your Company has successfully expanded the production capacity of its Bed Linen segment by 55,000 meters per day, Bath Linen Segment by installing 42 Looms and Yarn Segment by installing 23,712 spindles. The project has been financed through External Borrowings and Internal accruals. This capacity addition shall further strengthen the position of your Company in Textile Sector.

Further, the Board in its meeting held on November 12, 2022 has approved Expansion / Modernization plan for Home Textiles and Chemicals business of the Company for which the projects are under different development and implementation stages. These projects have been financed through External Borrowings and Internal accruals.

Consolidated Financial Statements

The Audited Consolidated Financial Statements prepared by the Company are duly provided in the Annual Report of the Company.

Subsidiary and Associate Companies

As on March 31, 2023, the Company had 6 (six) subsidiaries namely 1. Trident Global Corp Limited, Wholly-owned Subsidiary

2. Trident Innovations Limited, Wholly-owned Subsidiary

3. Trident Home Decor Limited, Wholly-owned Subsidiary

4. Trident Home Textiles Limited, Wholly-owned Subsidiary

5. Trident Europe Limited, Wholly-owned Subsidiary (Incorporated in UK) 6. Trident Global Inc, Subsidiary (Incorporated in USA).

The Company on December 1, 2022 acquired 100% equity share capital of Trident Home Textiles Limited. Trident Home Textiles Limited was already holding 24.5% shareholding of Trident Global Inc., therefore, due to the acquisition of Trident Home Textiles Limited, the Company holds 73.5% shareholding of Trident Global Inc. (Direct holding 49% and Indirect holding 24.5%).

The audited accounts of the Subsidiary Companies are available on the official website of the Company at www.tridentindia.com/ financial-reports

The statement containing highlights of performance of each Subsidiary, salient features of their financial statements for the financial year ended on March 31, 2023 and their contribution to the overall performance of the Company is attached as Annexure ''AOC-I'' and Note 59 to the Consolidated Financial Statements of the Company for the reference of the members. The same is not being repeated here for the sake of brevity.

Board of Directors and Key Managerial Personnel

a. Directors Retiring by Rotation

Pursuant to provisions of Companies Act, 2013 (''Act'') and the Articles of Association of the Company, Mr. Deepak Nanda (DIN: 00403335) is liable to retire by rotation and being eligible, offer himself for re-appointment. The Nomination and Remuneration Committee and Board of Directors have recommended his re-appointment for the approval of the shareholders of the Company in the forthcoming Annual General Meeting of the Company.

b. Changes during the year

During the year under review, Mr. Pradeep Kumar Markanday, Mr. Swapan Nath, Mr. Kamal Gaba, Mr. Kavish Dhanda and Mr. Naveet Jindal were appointed as Managing Director(s) Mr. Kapil Ghorse was appointed as NonExecutive & Non-Independent Director effective August 9, 2022. The Board further appointed Mr. Raj Kamal and Prof. Rajeev Ahuja as Independent Directors on the Board effective August 9, 2022.

c. Mr. Rajinder Gupta was appointed as ''Chairman Emeritus'' of the Company effective August 9, 2022 following his resignation as Non-Executive Chairman of the Company on the aforesaid date.

d. Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulations 16( 1)(b) and 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe SEBI Listing Regulations") and that they are independent from the Management of the Company and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence. Further, all the Independent Directors have given declarations that they complied with the provisions of Companies (Appointment and Qualifications of Directors) Rules, 2014. Further they have given declarations that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Business Conduct and Ethics of the Company

e. Number of Board Meetings

During the year under review, the Board duly met 6 times. The maximum gap between any two consecutive Board meetings did not exceed 120 days. The details of the Board meeting are set out in the Corporate Governance Report which forms part of this Report.

f. Evaluation of performance of the Board

The Company has duly approved Nomination and Remuneration Policy prescribing inter-alia the criteria for appointment, remuneration and performance evaluation of the directors. As mandated by Section 134 & 178 read with Schedule IV of the Act and Regulation 25 of the SEBI (LODR) Regulations, 2015 as applicable on the Company, the Independent Directors in their separate meeting held on January 30, 2023 have reviewed the performance of Non-Independent Directors, Chairperson and Board as a whole alongwith review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same.

Further the Board, in its meeting held on May 24, 2023 also evaluated the performance of the Board, its committees and all Individual Directors including Chairman of the Company and expressed its satisfaction over the performance of the Board, its Committees and Individual Directors. Furthermore, Board is of the opinion that Independent directors of the company are persons of high repute, integrity & possess the relevant expertise & experience in their respective fields.

g. Board Training, Induction and familiarization of Directors

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the compliances required from him/ her under the Act, the SEBI Listing Regulations and other relevant Laws and Regulations. Details of Familiarization

of Directors are disclosed on the Company''s website and also are provided in the Corporate Governance Report of the Company which forms part of this report.

h. Board Committee

i. Audit Committee

All the recommendations made by the Audit Committee were accepted by the Board.

j. Details of Key Managerial Personnel

Mr. Avneesh Baura was appointed as Chief Financial Officer and Key Managerial Personnel of the Company with effect from November 12, 2022.

Mr. Dinesh Kumar Mittal ceased to to be Non Executive Non Independent Director of the company with effect from closure of Business hours on April 21, 2023

As on March 31, 2023, Mr. Deepak Nanda, Mr. Pradeep Kumar Markanday, Mr. Swapan Nath, Mr. Kamal Gaba, Mr. Kavish Dhanda, Mr. Naveet Jindal, Managing Director(s), Mr. Avneesh Barua, Chief Financial Officer and Mr Hari Krishan, Company Secretary are designated as Key Managerial Personnel of the Company.

Further, pursuant to resignation of Mr. Pradeep Kumar Markanday, Mr. Swapan Nath, Mr. Kamal Gaba, Mr. Kavish Dhanda and Mr. Naveet Jindal as Managing Director(s), they ceased to be Key Managerial Personnel of the Company effective closure of Business hours on April 21, 2023.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in Annexure-VI. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. If any Member is interested in obtaining information on Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel)

During the year under review, there were no instances of fraud reported to the Audit Committee/ Board. Further, all recommendations of the Audit Committee were accepted by the Board.

Corporate Social Responsibility (CSR) Committee & Business Responsibility and Sustainability Report

CSR Committee comprises of Mr. Rajiv Dewan (Chairman of the Committee), Mr Anthony Desa and Mr. Deepak Nanda, members of the Committee. The disclosure of the contents of CSR Policy as prescribed and amount spent on CSR activities during the year under review are disclosed in ''Annual Report on CSR activities'' annexed hereto as Annexure III and forms part of this report.

Risk Management Policy

The Company has adopted a Risk Management Policy with the objective of ensuring sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The Risk management framework has been provided in the Management Discussion and Analysis Report of the Company.

Internal Financial Controls

Fixed Deposits

No Default

The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.

Rules, 2014, such Member may, write to the Company Secretary at the Registered Office in this regard or can inspect the related documents/information at the Registered Office of the Company.

Disclosure on ESOP

The Board of Directors and the Shareholders of the Company have approved the ''Trident Limited Employee Stock Purchase Scheme - 2020'' (''Scheme'') in their meeting held on May 16, 2020 and July 9, 2020 respectively. This scheme is effective from July 9, 2020. Pursuant to the Scheme, the Company has constituted Trident Limited Employees Welfare Trust (''Trust'') to acquire, hold and allocate/transfer equity shares of the Company to eligible employees from time to time on the terms and conditions specified under the Scheme.

The disclosure in terms of Section 67 of the Act read with Rule 16 of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

The Disclosure as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been given on the website of the Company under the following link: www.tridentindia.com/ statutory-disclosure

Nomination and Remuneration Policy

In compliance with Section 178 of the Companies Act, 2013, the Nomination and Remuneration Policy of the Company has been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and is duly available on the website of the Company at following link: https://assets.tridentindia.com/Nomination_ and_Remuneration_Policy_7f607b935f.pdf

As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features of Nomination and Remuneration Policy are annexed as Annexure II hereto and forms part of this report.

Vigil Mechanism & Whistle Blower policy

The Company has implemented Vigil Mechanism & Whistle Blower policy and the oversight of the same is with Audit committee of the Company. The policy inter-alia provides that any Directors, Employees, Stakeholders who observe any unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics, policies, improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit Committee or e-mail on the email-Id: whistleblower0 tridentindia.com. Identity of the Whistle Blower shall be kept confidential to the greatest extent possible.

The detailed procedure is provided in the policy and the same is available on official website of the Company at following link: https://assets.tridentindia.com/VIGIL_MECHANISM_and_ WHISTLE_BL0WER_P0LICY_54d50bdb08.pdf

Corporate Governance

Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.

Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.

Detailed compliances with the provisions of the SEBI (LODR) Regulations, 2015 and Companies Act, 2013 for the year 2022-23 are given in Corporate Governance Report, which is attached and forms part of this report. The certificate of Practising Company Secretary on compliance with corporate governance norms is also attached thereto.

Human Resources Development and Industrial Relations

The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion and Analysis Report.

The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review.

Auditors & Auditorsâ Report

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, and M/s. Deloitte Haskins & Sells, Chartered Accountants, the Joint Statutory Auditors of the Company have submitted Auditors'' Report on the financial statements of the Company for the financial year ended on March 31,2023. The Auditors'' Report for the year is self-explanatory & does not contain any qualifications/ modified opinion, hence need no comments.

Cost Audit

The Company is maintaining the Cost Records, as specified by the Central Government under section 148(1) of Companies Act, 2013.

The Board of Directors of your Company, on the recommendations of the Audit Committee, have re-appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as cost auditors for the

financial year 2023-24 to carry out an audit of cost records of the Company in respect of Textiles, Paper and Chemical divisions. The Cost Audit Report for the financial year ended March 31, 2023 is under finalization and shall be filed with the Central Government within the prescribed time limit.

Secretarial Audit

M/s Vinod Kothari & Co., Company Secretaries, have submitted Secretarial Audit Report for the financial year 2022-23 and same is annexed as Annexure IV and forms part of this report. The Secretarial Audit Report for the year is self-explanatory & does not contain any qualification/adverse remarks, hence need no comments.

Annual Return

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: www.tridentindia.com/ statutory-disclosure

Particulars of loans, guarantees or investments

Contracts or arrangements with related parties

All contracts / arrangements / transactions entered by the Company during the year under review with related parties were in the ordinary course of business and on an arm''s length basis. During the period under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy on Materiality of and Dealing with Related Party Transactions and accordingly, the disclosures in Form No. AOC-2 is not applicable. The related party disclosures are provided in the notes to financial statements.

The Company in terms of Regulation 23 of SEBI (LODR) Regulations, 2015, the Company submits the disclosures of Related Party on consolidated basis within the prescribed timelines from the date of publication of its standalone and consolidated financial results for the respective half year.

Secretarial Standards

The Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

Responsibility Statement of Directors

Directors'' Responsibility Statement pursuant to the provisions

of Section 134(3)(c) read with Section 134(5) of the Act on the

annual accounts of the Company for the year ended on March 31,

2023 is provided below:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at end of the financial year and of the profit/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;

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

General

B. The Company has complied with all the applicable laws, rules, regulations and Secretarial Standards.

C. All Policies as required under the Act or the SEBI Listing Regulations are available on the website of the Company i.e. www.tridentindia.com

D. Your Directors state that no disclosure or reporting is

required with respect to the following items as there were no

transactions on these items during the year under review:

â¢ Material changes and commitments after the closure of the financial year till the date of this Report, which affects the financial position of the Company.

â¢ Change in the nature of business of the Company.

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

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

â¢ Issue of sweat equity shares to its Directors or Employees.

â¢ Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary.

â¢ Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

â¢ No fraud has been reported by the Auditors to the Audit Committee or the Board.

â¢ No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable; and

â¢ The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

Acknowledgments

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large.

Your Directors also wish to convey their appreciation for collective contribution & hard work of employees across all levels. The Board, also, takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and their confidence in management and look forward to their continued support in future too.

For and on behalf of the Board

Rajiv Dewan Deepak Nanda

Chairman Managing Director

DIN:00007988 DIN:00403335

Mar 31, 2022

the hypothecated Assets (excluding the moveable fixed assets) of the Company as defined in trust deed. The asset cover in respect of the Non-Convertible Debentures of the Company as on March 31, 2022 is more than 1.25 times of the total outstanding amount of the Non-Convertible Debentures.

During the financial year 2021-22, the Company has partially redeemed Non-Convertible Debentures (NCDs) amounting to H 312.5 million.

Your Directors are pleased to present the 32nd Annual Report and Audited Financial Statements of the Company for the Financial Year ended on March 31, 2022.

Results of Operations Corporate Overview

The Company operates in diversified business segments viz. Home Textiles, Yarn, Paper and Chemicals. The Company also has a captive power plant to cater the needs of its various business segments.

The Non-Convertible Debentures outstanding as at March 31,2022 are H 937.5 million. The Non-Convertible Debentures are secured by way of first ranking pari-passu charge by way of mortgage (shared between the Debentures Trustee and Existing Lenders) on the mortgaged properties, first ranking pari-passu charge by way of hypothecation (shared between the Debentures Trustee and Existing Lenders) on the movable fixed assets and second ranking pari-passu charge by way of hypothecation (as shared between the Debentures Trustee and the Existing Lenders) on

Details of Commercial Paper

During the period under review, following Commercial Papers have been issued and redeemed by the Company :

ISIN	J In Million	Due Date of Repayment	Actual Date of Repayment	Credit rating
INE064C14082	500.0	June 28, 2021	June 28, 2021	CRISIL A1
INE064C14090	500.0	March 2, 2022	March 2, 2022	CRISIL A1

Financial Results

The financial performance of your Company, on standalone basis, for the year ended on March 31, 2022 is summarised below:

(H million)
Particulars	Current Year	Previous Year	Growth
Total Income	69,415.2	45,353.1	53%
Total Expenses	58,498.4	41,167.7	42%
EBITDA	15,100.1	8,270.0	83%
EBITDA Margin	21.8%	18.2%	360 bps
Depreciation	3,326.1	3,364.6	-1%
EBIT	11,774.0	4,905.4	140%
Interest (Finance Cost)	857.2	720.0	19%
Profit before tax	10,916.8	4,451.5	145%
Profit after tax	8,149.5	3,457.4	136%
Other Equity	32,876.2	28,069.5	17%
EPS in H (Diluted) face value of H 1/- each	1.63	0.68	0.95
Dividend	36%	36%	-

There are no commercial papers outstanding as at March 31, 2022.

Dividend

Your Company has a dividend policy that balances the dual objectives of rewarding shareholders through dividends whilst also ensuring availability of sufficient funds for growth of the Company.

The dividend distribution policy of the Company is annexed herewith as Annexure V.

Consistent with this policy, the following is the summary of dividend paid/ declared by the Company:

Dividend type	Current year		Previous Year
Dividend type	Dividend (%)	Dividend per share	Dividend (%)	Dividend per share
Interim	36%	H 0.36	-	-
Final	-	-	36%	H 0.36
Total	36%	? 0.36	36%	? 0.36

Financial performance and review

The total income of the Company during the year under review has been H 69,415.2 million as against H 45,353.1 million in the previous financial year. The Operating Profit (EBITDA) for the year stood at H 15,100.0 million as compared to H 8,270.0 million in the previous financial year, an increase/decrease of 83 percent. The Company has earned a net profit of H 8,150.0 million as against H 3,457.4 million in the previous financial year, registering an increase/decrease of 161 percent. The Company''s earnings per share were H 1.63 during the current year.

A detailed discussion on financial and operational performance of the Company is given under "Management Discussion and Analysis Report" forming part of this Annual Report.

Transfer to Reserves

During the year under review, the Company has not transferred any amount to the âGeneral Reserve'' and entire amount of profit for the year forms part of the âRetained Earnings''.

Changes in Share Capital

During the period under review, there is no change in share capital of the Company.

Details of Debentures issued by the Company

During the financial year 2020-21, the Company had issued 1,250 Senior, Secured, Rated, Listed, Redeemable, Non-Convertible Debentures (âNCDs'') of the face value of H 10,00,000/- each aggregating to H 1,250 million, at par on Private Placement basis at the rate of 6.83% per annum, payable semi-annually from the date of allotment i.e. November 3, 2020. These NCDs are listed on Wholesale Debt Market Segment of BSE Ltd and are redeemable at par in four equal installments at the end of 15th, 27th, 36th and 48th months from the date of allotment.

India Ratings and Research (âInd-Ra'') vide its report dated March 7, 2022 has assigned a rating of ''IND AA'' with a Positive Outlook to the said NCDs of the Company.

Contribution to the Exchequer

The Company contributed a sum of H 3,766 million to the exchequer by way of Goods and Service Tax in addition to other direct taxes during the year under review.

Exports

The exports of the Company accounted to 66 percent of revenue from operations. During the year under review, export sales increased to H 45,459 million as against H 30,594 million in the previous year.

Credit Rating

The details on Credit Rating are set out in Corporate Governance Report, which forms part of this report.

Expansions/Modernisation

During the year under review, your Company has successfully commenced the production of âDetergent Powder'' under Chemical Segment in Budni, Madhya Pradesh w.e.f. August 2, 2021 with a capacity of 10 Metric Ton per day. The above project has been implemented with the capital outlay of H 25 Lakhs. The project has been financed through Internal accruals only. The unit manufactures fine quality powdered Detergent of A grade Quality. With this new venture, your Company intends to reach every household of India by offering an affordable and effective washing solution.

Further, during the year under review, your Company has successfully expanded its Yarn Segment with the addition of 61,440 Spindles & 480 Rotors including other balancing equipment and commenced its commercial operations w.e.f. July 27, 2021. The above project has been implemented with the capital outlay of H 338 Crores. The project has been financed through External Borrowings and Internal accruals. This capacity addition shall further strengthen the position of your Company in Textile Sector.

Further also, your Company has commissioned 7.6 MW Solar Power Plant at Budhi, Madhya Pradesh for captive use. This Solar Power Project is expected to produce 33500 units per day to be consumed in manufacturing facilities located at Budhi, Madhya Pradesh resulting in considerable savings for the Company. Moving towards a greener planet, your Company aims to use renewable & clean energy for reducing carbon emission and further fortifies our spirit of Sustainable Manufacturing.

Consolidated Financial Statements

The Audited Consolidated Financial Statements prepared by the Company are duly provided in the Annual Report of the Company.

Subsidiary and Associate Companies

As on the last day of financial year under review, the Company had two subsidiaries - Trident Global Corp Limited, the Indian wholly owned subsidiary and Trident Europe Limited, the overseas wholly owned subsidiary.

Trident Global Corp Limited majorly serves as the Retail Arm of the Company. It is the face of the Company in the domestic markets. Further, Trident Europe Limited provides the proximity to the European Markets & enhances the Brand Presence of the Company.

The audited accounts of the Subsidiary Companies are available on the official website of the Company at www.tridentindia.com/ financial-reports

Further, Trident Global Inc. is the foreign Associate Company of Trident Limited. The statement containing highlights of performance of each Subsidiary & Associate Company, salient features of their financial statements for the financial year ended on March 31, 2022 and their contribution to the overall performance of the Company is attached as Annexure ''AOC-I'' and Note 48 to the Consolidated Financial Statements of the Company for the reference of the members. The same is not being repeated here for the sake of brevity.

Directors and Key Managerial Personnel

Pursuant to provisions of Companies Act, 2013 (Act'') and the Articles of Association of the Company, Mr. Rajinder Gupta (DIN: 00009037) and Mr. Deepak Nanda (DIN: 00403335) are liable to retire by rotation and being eligible, offer themselves for re-appointment. The Nomination and Remuneration Committee and Board of Directors have recommended their re-appointment for the approval of the shareholders of the Company in the forthcoming Annual General Meeting of the Company.

During the year under review, Ms. Pallavi Shardul Shroff (DIN: 00013580), Non-executive Independent Director of the Company

resigned from Directorship w.e.f. May 15, 2021 and Ms. Pooja Luthra, Non-executive Director of the Company resigned from Directorship w.e.f. January 18, 2022. The Board places on record its appreciation for the services rendered by Ms. Pallavi Shardul Shroff and Ms. Pooja Luthra during their tenure as Director of the Company.

Further during the year under review, the Company has appointed Ms. Usha Sangwan (DIN : 02609263), as Non-executive Independent Director of the Company for a period of 5 years w.e.f. May 15, 2021 and Mr. Anthony De Sa, [DIN : 05290160] as Non-executive Independent Director of the Company for a period of 5 years w.e.f. January 18, 2022. The Board in its meeting held on May 15, 2021 has appointed Mr. Swapan Nath as CEO / KMP for Budhni Location of the Company and Mr. Naveet Jindal as CEO / KMP for Paper, Chemicals & Energy Business of the Company.

During the year under review, Mr. Abhinav Gupta took over as the Chief Financial Officer / KMP, w.e.f October 21, 2021, in place of Mr. Gunjan Shroff, who resigned from the services of the Company w.e.f. June 1, 2021.

Further, Ms. Ramandeep Kaur has resigned from the services of the Company as Company Secretary / KMP, w.e.f. February 28, 2022. The Board has appointed Mr. Hari Krishan as Company Secretary / KMP of the Company w.e.f. May 1 2, 2022.

The Company has received declaration from all the Independent Directors of the Company confirming their registration with the databank of Independent Directors as notified by Ministry of Corporate Affairs and also that they meet the criteria of independence as prescribed under the Companies Act, 2013 (Act'') and SEBI (LODR) Regulations, 2015.

None of the directors are disqualified for being appointed as Director as specified in Section 164(2) of the Act & Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Number of Board Meetings

During the year under review, the Board duly met 5 times. The maximum gap between any two consecutive Board meetings does not exceed 120 days. The details of the Board meeting are set out in the Corporate Governance Report which forms part of this Report.

Review of performance of the Board

The Company has duly approved Nomination and Remuneration Policy prescribing inter-alia the criteria for appointment, remuneration and performance evaluation of the directors. As mandated by Section 134 & 178 read with Schedule IV of the Act and Regulation 25 of the SEBI (LODR) Regulations, 2015 as applicable on the Company, the Independent Directors in their separate meeting held on January 18, 2022 have reviewed the performance of Non-Independent Directors, Chairperson and Board as a whole alongwith review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same.

Further the Board, in its meeting held on May 30, 2022 also reviewed the performance of the Board, its committees and all Individual Directors of the Company and expressed its satisfaction over the performance of the Board, its Committees and Individual Directors. Furthermore, Board is of the opinion that Independent directors of the company are persons of high repute, integrity & possess the relevant expertise & experience in their respective fields.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Disclosure on ESOP

The Board of Directors and the Shareholders of the Company have approved the Trident Limited Employee Stock Purchase Scheme - 2020'' (Scheme'') in their meeting held on May 16, 2020 and July 9, 2020 respectively. This scheme is effective from July 9, 2020. Pursuant to the Scheme, the Company has, constituted Trident Limited Employees Welfare Trust ( Trust'') to acquire, hold and allocate/transfer equity shares of the Company to eligible employees from time to time on the terms and conditions specified under the Scheme. The said trust has acquired Company''s equity shares aggregated to 100,000,000 equity shares from the secondary open market.

The disclosure in terms of Section 67 of the Act read with Rule 16 of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

Nomination and Remuneration Policy

In compliance with Section 178 of the Companies Act, 2013, the Nomination and Remuneration Policy of the Company has been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and is duly available on the website of the Company at following link: www.tridentindia.com/code-policies

As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features of Nomination and Remuneration Policy are annexed as Annexure II hereto and forms part of this report.

Familiarization Program for Independent Directors

The details of familiarization program for independent directors are provided in the Corporate Governance Report of the Company which forms part of this report.

Statutory Committees

Vigil Mechanism & Whistle Blower policy

The Company has implemented Vigil Mechanism & Whistle Blower policy and the oversight of the same is with Audit committee of the Company. The policy inter-alia provides that any Directors, Employees, Stakeholders who observe any unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics, policies, improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit Committee or e-mail on the email-Id: whistleblower@tridentindia.com. Identity of the Whistle Blower shall be kept confidential to the greatest extent possible.

The detailed procedure is provided in the policy and the same is available on official website of the Company at following link: www.tridentindia.com/code-policies

During the year under review, there were no instances of fraud reported to the Audit Committee/ Board. Further, all recommendations of the Audit Committee were accepted by the Board.

Corporate Social Responsibility (CSR) Committee & Business Responsibility Report

CSR Committee comprises of Mr. Rajiv Dewan (Chairman of the Committee), Mr. Rajinder Gupta and Mr. Deepak Nanda, members of the Committee. The disclosure of the contents of CSR Policy as prescribed and amount spent on CSR activities during the year under review are disclosed in Annual Report on CSR activities'' annexed hereto as Annexure III and forms part of this report.

The Business Responsibility Report describing the initiatives taken by them from an environmental, social and governance perspective, in the specified format is included in the Annual Report of the Company.

Risk Management Policy

The Company has adopted a Risk Management Policy with the objective of ensuring sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The Risk management framework has been provided in the Management Discussion and Analysis Report of the Company.

Internal Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such

controls were tested and no reportable material weaknesses in the design or operation were observed. The details of Internal Control System are provided in the Management Discussion and Analysis Report of the Company.

Fixed Deposits

No Default

The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.

Corporate Governance

Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.

Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.

Detailed compliances with the provisions of the SEBI (LODR) Regulations, 2015 and Companies Act, 2013 for the year 2021-22 are given in Corporate Governance Report, which is attached and forms part of this report. The certificate of Practising Company Secretary on compliance with corporate governance norms is also attached thereto.

Human Resources Development and Industrial Relations

The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion and Analysis Report.

The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review.

1. Material changes and commitments after the closure of the financial year till the date of this Report, which affects the financial position of the Company.

2. Change in the nature of business of the Company.

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

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

5. Issue of sweat equity shares to its Directors or Employees.

6. Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary.

7. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

8. No fraud has been reported by the Auditors to the Audit Committee or the Board.

9. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable; and

10. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

Acknowledgments

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large.

Auditors & Auditors'' Report

M/s S.R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company have submitted Auditors'' Report on the financial statements of the Company for the financial year ended on March 31, 2022. The Auditors'' Report for the year is self-explanatory & does not contain any modified opinion, hence need no comments.

Cost Audit

The Board of Directors of your Company, on the recommendations of the Audit Committee, have re-appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as cost auditors for the financial year 2022-23 to carry out an audit of cost records of the Company in respect of Textiles, Paper and Chemical divisions. The Cost Audit Report for the financial year ended March 31, 2022 is under finalization and shall be filed with the Central Government within the prescribed time limit.

Secretarial Audit

M/s Vinod Kothari & Co., Company Secretaries, have submitted Secretarial Audit Report for the financial year 2021-22 and same is annexed as Annexure IV and forms part of this report. The Secretarial Audit Report for the year is self-explanatory & does not contain any qualification/adverse remarks, hence need no comments.

Annual Return

In terms of Section 92(3) and 134(3)(a) of the Companies Act, 2013 the Annual Return of the Company is available on the website of the Company at the link: www.tridentindia.com/statutory-disclosure

Particulars of loans, guarantees or investments

Contracts or arrangements with related parties

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is available on the official

website of the Company at the following link: www.tridentindia.com/code-policies

The Company in terms of Regulation 23 of SEBI (LODR) Regulations, 2015, the Company submits the disclosures of Related Party transactions to NSE & BSE and also publish the same on its website every six months.

Secretarial standards

The Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

Responsibility Statement of Directors

Directors'' Responsibility Statement pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act on the annual accounts of the Company for the year ended on March 31, 2022 is provided below:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at end of the financial year and of the profit/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;

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

General

Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions on these items during the year under review:

Mar 31, 2021

Your Directors are pleased to present the 31^st Annual Report and Audited Financial Statements of the Company for the Financial Year ended on March 31, 2021.

RESULTS OF OPERATIONS CORPORATE OVERVIEW

The Company operates in diversified business segments viz. Home Textiles, Yarn, Paper and Chemicals. The Company also has a captive power plant to cater the needs of its various business segments.

FINANCIAL RESULTS

The financial performance of your Company on standalone basis, for the year ended on March 31, 2021 is summarised below:

'' million
Particulars	Current year	Previous year Growth (%)
Total Income	45,353.1	47,239.5 -4.0%
Total Expenses	41,167.7	43,027.4 -4.3%
EBITDA	8,270.0	8,653.1 -4.4%
EBITDA Margin	18.23%	18.30% -7 bps
Depreciation	3,364.6	3,333.0 0.8%
EBIT	4905.4	5,320.1 -8%
Interest (Finance Cost)	720.0	1,108.0 -35.0%
Profit before exceptional item and tax	4,185.4	4,212.1 -0.6%
Exceptional (Income)/Expense	(266.1)	- -
Profit before tax	4,451.5	4,212.1 5.70%
Tax Expenses	994.1	794.1 25.2%
Profit after tax	3,457.4	3,418.0 1.2%
Other Equity	28,069.5	24,573.0 14.2%
EPS in '' (Diluted) face value of '' 1/- each	0.68	0.67 1.5%
Dividend	36%	36% -

DETAILS OF COMMERCIAL PAPER

During the period under review, following Commercial Papers have been issued and redeemed by the Company :

ISIN	Scrip Code	Issue Date	Maturity date	'' (in Millions)
INE064C14058	718949	June 18, 2020	August 27, 2020	'' 500/-
INE064C14066	719504	September 29, 2020	November 27, 2020	'' 250/-
INE064C14074	719817	December 2, 2020	February 2, 2021	'' 500/-

As on March 31, 2021, no commercial Paper was outstanding, however the Company has further issued Commercial Papers on April 28, 2021, as per the following details:

ISIN	Scrip Code	Issue Date	Maturity date	'' (in Millions)
INE064C14082	720622	April 28, 2021	June 28, 2021	'' 500/-

Dividend type	Current year		Previous year
Dividend type	Dividend %	Dividend per share	Dividend (%)	Dividend per share
1^st Interim	-	-	9%		'' 0.09
2^nd Interim	-	-	9%		'' 0.09
3^rd Interim	-	-	18%		'' 0.18
Final	36%	'' 0.36	-		-
Total	36%	'' 0.36	36%		'' 0.36

FINANCIAL PERFORMANCE AND REVIEW

The total income of the Company during the year under review has been '' 45,353.1 million as against '' 47,239.5 million in the previous financial year. The Operating Profit (EBITDA) for the year stood at '' 8,270.0 million as compared to '' 8,653.1 million in the previous financial year, a decrease of 4.4 percent. The Company has earned a net profit of '' 3,457.4 million as against '' 3,418.0 million in the previous financial year, registering an Increase of 1.2 percent. The Company''s earnings per share were '' 0.68 during the current year.

On April 05, 2021, a major fire broke out in the Cotton warehouse located in the manufacturing facilities at Budhni, Madhya Pradesh, however the fire has not caused any disturbance in the day to day operations of the said facilities. The fire has resulted in major damage of stocks of cotton lying in the cotton warehouse and its building. The loss of inventory and repair cost of damages to building is adequately covered by Insurance. There has been no loss of life due to fire.

A detailed discussion on financial and operational performance of the Company is given under âManagement Discussion and Analysis Report" forming part of this Annual Report.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to the ''General Reserve'' and entire amount of profit for the year forms part of the ''Retained Earnings''.

CHANGES IN SHARE CAPITAL

During the period under review, there is no change in share capital of the Company.

DETAILS OF DEBENTURES ISSUED BY THE COMPANY

During the financial year 2020 - 2021, the Company has issued 1,250 Senior Secured, Rated, Listed, Redeemable, Non-Convertible Debentures (NCDs) of the face value of '' 10,00,000/- each aggregating to '' 1,250 million, at par on Private Placement basis at the rate of 6.83% per annum,

payable semi-annually from the deemed date of allotment. These NCDs are listed on Wholesale Debt Market Segment of BSE Ltd and shall be redeemed at par in four equal installments at the end of 15^th, 27^th, 36^th and 48^th months from the deemed date of allotment. These NCDs shall have asset cover of more than 1.25 times of outstanding amount of NCDs, all the times.

India Ratings and Research (Ind-Ra) has assigned a rating of ''IND AA-'' with a Positive Outlook to the said NCDs of the Company which has been upgraded to IND AA/Stable. These NCDs shall be secured by way of first ranking pari-passu charge by way of mortgage (to be shared between the Debentures Trustee and Existing Lenders) on the

DIVIDEND

Your Company has a dividend policy that balances the dual objectives of rewarding shareholders through dividends whilst also ensuring availability of sufficient funds for growth of the Company.

In view of changes made under the Income-Tax Act, 1961 as amended by Finance Act, 2020, dividends paid on distributed profits by the Company shall be taxable in the hands of the shareholders. The Company shall accordingly make the payment of the final dividend after deduction of tax at source.

contribution TO THE EXCHEQuER

The Company contributed a sum of '' 2,652.41 million to the exchequer by way of Goods and Service Tax in addition to other direct taxes during the year under review.

EXPORTS

The exports of the Company accounted to 67 percent of revenue from operations. During the year under review, export sales marginally increased to '' 30,593.9 million as against '' 26,312 million in the previous year.

immovable properties, first ranking pari-passu charge by way of hypothecation (to be shared between the Debentures Trustee and Existing Lenders) on the movable fixed assets, second ranking pari-passu charge by way of hypothecation (to be shared between the Debentures Trustee and the Existing Lenders) on the current Assets (excluding the Movable Fixed Assets) of the Company. The Company has paid the Interest on these Debentures on May 3, 2021 and the intimation regarding the same is also available on the website of Stock Exchanges.

The Company is in compliance with the requirements of SEBI circular dated November 26, 2018 applicable to Large Corporate Borrowers.

The dividend distribution policy of the Company is annexed herewith as Annexure V.

Consistent with this policy, the following is the summary of dividend paid/ declared by the Company:

CREDIT RATING

The details on Credit Rating are set out in Corporate Governance Report, which forms part of this report.

EXPANSIONS/MODERNISATION

During the year under review, the Company has approved Capital Expenditure in Chemicals Segment for setting up a Detergent Manufacturing unit in Budni, Madhya Pradesh with a capacity of 10 Metric Ton per day. The unit shall manufacture fine quality powdered Detergent of A grade Quality. The above project has been proposed to be implemented at an estimated capital outlay of '' 33 Lakhs.

The required capital investment, under this project, will be met through an internal accrual and the proposed project shall help to expand the chemical business of the Company

and shall further increase the market presence in the chemical segment. The commercial production is expected to commence in the FY 2021-22.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements prepared by the Company, in accordance with the Indian Accounting Standards [Ind AS], are duly provided in the Annual Report of the Company.

SUBSIDIARY AND ASSOCIATE COMPANIES

The audited accounts of the Subsidiary Companies are available on the official website of the Company at https:// www.tridentindia.com/financial-reports

Further, Trident Global Inc. is the foreign Associate Company of Trident Limited. The statement containing highlights of performance of each Subsidiary & Associate Company, salient features of their financial statements for the financial year ended on March 31, 2021 and their contribution to the overall performance of the Company is attached as Annexure ''AOC-I'' and Note 47 to the Consolidated Financial Statements of the Company for the reference of the members. The same is not being repeated here for the sake of brevity.

During the year under review, Lotus Hometextiles Limited ceased to be Associate Company of Trident Limited w.e.f. October 16, 2020.

DIRECTORS

Pursuant to provisions of Companies Act, 2013 (''Act'') and the Articles of Association of the Company, it is proposed to re-appoint Mr Rajinder Gupta (DIN: 00009037) Mr Deepak Nanda (DIN: 00403335) and Ms Pooja Luthra (03413062) as they are liable to retire by rotation and being eligible, offer themselves for re-appointment. The Nomination and Remuneration Committee and Board of Directors have recommended their re-appointment for the approval of the shareholders of the Company in the forthcoming Annual General Meeting of the Company.

Subsequent to the end of year under review, Ms Pallavi Shardul Shroff (DIN: 00013580), Independent Woman and Non-executive Director and Chairperson of the Company resigned from Directorship w.e.f. May 15, 2021. The Board places on record its appreciation for the services rendered by Ms Pallavi Shardul Shroff during her respective tenure as Chairperson and Director of the Company.

The Company has appointed Ms Usha Sangwan (02609263), as Additional Director in the category of Independent Woman and Non-executive Director of the Company for a period of 5 years w.e.f. May 15, 2021. Ms Usha Sangwan (02609263), being Additional Director, holds the office of Director till the date of forthcoming Annual General Meeting. The Company has duly received candidature for her regularization as a Director of the Company in the ensuing Annual General Meeting.

Further, the appointment of Ms Usha Sangwan as Independent Woman Director of the Company requires approval of shareholders in the ensuing Annual General Meeting. The Nomination & Remuneration Committee and Board of Directors have recommended the appointment of Ms Usha Sangwan as an Independent Director of the Company. In terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board of Directors of the Company are of opinion that Ms Usha Sangwan possesses relevant expertise, integrity and experience requisite to be appointed as an Independent Director.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act, SEBI (LODR) Regulations, 2015 and they are duly registered with the databank of Independent Directors as notified by Ministry of Corporate Affairs.

None of the directors are disqualified for being appointed as Director as specified in Section 1 64(2) of the Act & Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

NUMBER OF BOARD MEETINGS

During the year under review, the Board duly met 6 times. The maximum gap between any two consecutive Board meetings does not exceed 120 days. The details of the Board meeting are set out in the Corporate Governance Report which forms part of this Report.

REVIEW OF PERFORMANCE OF THE BOARD

The Company has duly approved Nomination and Remuneration Policy prescribing inter-alia the criteria for appointment, remuneration and performance evaluation of the directors. As mandated by Section 134 & 178 read with Schedule IV of the Act and Regulation 25 of the SEBI (LODR) Regulations, 2015 as applicable on the Company the Independent Directors in their separate meeting held on January 18, 2021 have reviewed the performance of NonIndependent Directors, Chairperson and Board as a whole alongwith review of quality quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same.

Further the Board, in its meeting held on May 15, 2021 also reviewed the performance of the Board, its committees and all Individual Directors of the Company and expressed its satisfaction over the performance of the Board, its Committees and Individual Directors. Furthermore, Board is of the opinion that Independent directors of the company are persons of high repute, integrity & possess the relevant expertise & experience in their respective fields.

CONSERVATION OF Energy, Technology ABSORpTION, FOREIGN EXCHANGE EARNINGS AND

outgo

DISCLOSuRE ON ESOp

The Company introduced Employees Stock Options Plan, 2007 in the financial year 2007-08, after approval by the shareholders by way of a special resolution dated June 29, 2007. The Company has made two grants under the scheme till date. The first grant was made on July 9, 2007 and second grant was made on July 23, 2009 by the Nomination and Remuneration Committee (earlier known as Compensation Committee) as per the terms & conditions of Trident Employee Stock Options Plan, 2007. The options were granted at the latest available closing market price prior to the date of meeting. As on March 31, 2021, there are no options outstanding under these grants.

Further, the Board of Directors and the Shareholders of the Company have approved a Scheme called as ''Trident Limited Employee Stock Purchase Scheme - 2020'' (''Scheme'') in their meeting held on May 16, 2020 and July 9, 2020 respectively. This scheme is effective from July 9, 2020. Pursuant to the Scheme, the Company has, constituted Trident Limited Employees Welfare Trust (''Trust'') to acquire, hold and allocate/transfer equity shares of the Company to eligible employees from time to time on the terms and conditions specified under the Scheme. However, no offer has been made to eligible employees under the Scheme till March 31, 2021.

The said trust has acquired Company''s equity shares aggregated to 100,000,000 equity shares from the secondary open market. Since, no offer has been made to eligible employees under the Scheme till March 31, 2021, the disclosure in terms of Section 67 of the Act read with Rule

16 of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

The disclosures as required under the SEBI (Share Based Employee Benefits) Regulations, 2014 has been given on the website of the Company under the following link: https:// www.tridentindia.com/statutory-disclosure

NOMINATION AND REMuNERATION pOLICY

In compliance with Section 178 of the Companies Act, 2013, the Nomination and Remuneration Policy of the Company has been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and is duly available on the website of the Company at following link: https://www.tridentindia.com/code-policies

As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features of Nomination and Remuneration Policy are annexed as Annexure II hereto and forms part of this report.

familiarization program for independent

DIRECTORS

The details of familiarization program for independent directors are provided in the Corporate Governance Report of the Company which forms part of this report.

statutory COMMITTEES

VIGIL MECHANISM & wHISTLE BLOwER pOLICY

The Company has implemented Vigil Mechanism & Whistle Blower policy and the oversight of the same is with Audit committee of the Company. The policy inter-alia provides that any Directors, Employees, Stakeholders who observe any unethical behavior actual or suspected fraud or violation of the Company''s code of conduct or ethics, policies, improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit Committee or e-mail on the email-Id: whistleblower0tridentindia.com. Identity of the Whistle Blower shall be kept confidential to the greatest extent possible.

The detailed procedure is provided in the policy and the same is available on official website of the Company at following link: https://www.tridentindia.com/code-policies

During the year under review, there were no instances of fraud reported to the Audit Committee/ Board. Further, all recommendations of the Audit Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE & BUSINESS RESPONSIBILITY REPORT

CSR Committee comprises of Mr Rajiv Dewan (Chairman of the Committee), Mr Rajinder Gupta and Mr Deepak Nanda, members of the Committee. The disclosure of the contents of CSR Policy as prescribed and amount spent on CSR activities during the year under review are disclosed in ''Annual Report on CSR activities'' annexed hereto as Annexure III and forms part of this report.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy with the objective of ensuring sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The Risk management framework has been provided in the Management Discussion and Analysis Report of the Company.

INTERNAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. During the year; such controls were tested and no reportable material weaknesses in the design or operation were observed. The details of Internal Control System are provided in the Management Discussion and Analysis Report of the Company.

fixed deposits

no default

The Company has not defaulted in payment of interest and/ or repayment of loans to any of the financial institutions and/ or banks during the year under review.

corporate governance

Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.

Your Company proactively works towards strengthening relationship with constituents of system through corporate

fairness, transparency and accountability. In your Company prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.

Detailed compliances with the provisions of the SEBI (LODR) Regulations, 2015 and Companies Act, 2013 for the year 2020-21 are given in Corporate Governance Report, which is attached and forms part of this report. The certificate of Practising Company Secretary on compliance with corporate governance norms is also attached thereto.

human resources development and industrial relations

The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion and Analysis Report.

The Company maintained healthy cordial and harmonious industrial relations at all levels during the year under review.

auditors & auditors'' report

M/s S.R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company have submitted Auditors'' Report on the financial statements of the Company for the financial year ended on March 31, 2021. The Auditors'' Report for the year is self-explanatory & does not contain any modified opinion, hence need no comments.

cost audit

The Board of Directors of your Company, on the recommendations of the Audit Committee, have reappointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as cost auditors for the financial year 2021-22 to carry out an audit of cost records of the Company in respect of Textiles, Paper and Chemical divisions. The Cost Audit Report for the financial year ended March 31, 2021 is under finalization and shall be filed with the Central Government within the prescribed time limit.

SECRETARIAL AuDIT

M/s Vinod Kothari & Co., Company Secretaries, have submitted Secretarial Audit Report for the financial year 2020-21 and same is annexed as Annexure iv and forms part of this report. The Secretarial Audit Report for the year is self-explanatory & does not contain any qualification/ adverse remarks, hence need no comments.

annual return

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration)

Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: https://www. tridentindia.com/statutory-disclosure

particulars of loans, guarantees or investments

contracts or ARRANGEMENTS wiTH RELATED parties

All contracts / arrangements / transactions entered by the Company during the year under review with related parties were in the ordinary course of business and on an arm''s length basis. During the period under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy on Materiality of and Dealing with Related Party Transactions and accordingly the disclosures in Form No. AOC-2 is not applicable. The related party disclosures are provided in the notes to financial statements.

The Company in terms of Regulation 23 of SEBI (LODR) Regulations, 2015, the Company submits the disclosures of Related Party on consolidated basis within 30 days from the date of publication of its standalone and consolidated financial results for the respective half year

SECRETARIAL STANDARDS

The Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

responsibility STATEMENT of DIRECToRS

Directors'' Responsibility Statement pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act on the annual accounts of the Company for the year ended on March 31, 2021 is provided below:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at end of the financial year and of the profit/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;

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

GENERAL

Your Directors state that no disclosure or reporting is

required with respect to the following items as there were no

transactions on these items during the year under review:

1. Material changes and commitments after the closure of the financial year till the date of this Report, which affects the financial position of the Company.

2. Change in the nature of business of the Company.

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

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

5. Issue of sweat equity shares to its Directors or Employees.

6. Any remuneration or commission received by Managing Director of the Company from any of its subsidiary.

7. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

8. No fraud has been reported by the Auditors to the Audit Committee or the Board.

ACKNOWLEDGMENTS

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large.

For and on behalf of the Board

Rajiv Dewan Deepak Nanda

Chairman Managing Director

May 15, 2021 DIN: 00007988 DIN: 00403335

Mar 31, 2018

Directorsâ Report

Dear Members,

The Directors are pleased to present the 28th Annual Report and Audited Financial Statements of the Company for the financial year ended on March 31,2018.

Financial Results

The financial performance of your Company for the year ended on March 31,2018 is summarised below:

(Rs, million)

Particulars		Previous Year	Growth(%)
Total Income	46,705.4	47,728.9	-2.1
Total Expenses	42,787.4	43,344.0	-1.3
EBITDA	9,140.3	9,919.2	-7.9
EBITDA Margin	19.6%	20.8%	-120bps
Depreciation	4,040.3	4,1 24.1	-2.0
EBIT	5,100.1	5,795.1	-12.0
Interest (Finance Cost)	1,1 82.1	1,410.1	-16.2
Profit before tax	3,918.0	4,385.0	-10.6
Tax Expenses	1,280.6	1,015.2	26.1
Profit after tax	2,637.4	3,369.8	-21.7
Other Equity	23,990.9	22,149.2	8.31
EPS (Diluted) (Rs,)	5.1	6.6	-21.7
Cash Earnings per share (Rs,)	13.1	14.7	-11.02
Dividend (%)	15	15	0.0

Corporate Overview

The Company operates in diversified business segments viz. Home Textiles, Paper and Chemicals. The Company also has a captive power plant to cater the needs of its various business segments.

Results of Operations Financial performance and review

The total income of the Company during the year under review have been Rs, 4,6705.4 million as against Rs, 4,7728.9 million in the previous financial year. The Operating Profit (EBITDA) for the year stood at Rs, 9,140.3 million as compared to Rs, 9,919.2 million in the previous financial year, a decrease of 7.9 percent. The Company has earned a net profit of Rs, 2,637.4 million as against Rs, 3,369.8 million in the previous financial year, registering a decrease of 21.7 percent. During the year under review, the additions to Other Equity amount to Rs, 1,841.7 million.

The Companyâs earnings per share was Rs, 5.1 and cash earnings per share was ^ 13.10 during the current year.

A detailed discussion on financial and operational performance of the Company is given under âManagement Discussion and Analysis Reportâ forming part of this Annual Report.

Changes in Share Capital

The changes in Share Capital of the Company during the Financial Year ended March 31, 2018 are summarized as under:

(Amount in Rs,)

Date	Particulars	No. of shares	Nominal Value	Premium per share	Total Securities Premium	Equity share capital	Cumulative Issued & Paid up Share Capital
April 1,2017	Opening Balance	509,579,260				5,095,792,600	5,095,792,600
May 9,2017	Allotment under ESOP scheme	16,307	10	1.20	19,568	163,070	5,095,955,670
Issued & Paid Up Share Capital as on date							5,095,955,670

Consequent to the allotment, the Paid Up Share Capital of the Company as on date stands revised to Rs, 5,095.96million comprising of 509,595,567 Equity Shares of Rs, 10/- each as compared to Rs, 5,095.79 million comprising of 509,579,260 Equity Shares of Rs, 10/-each..

Dividend

Your Company has a dividend policy that balances the dual objectives of rewarding shareholders through dividends whilst also ensuring availability of sufficient funds for growth of the Company

The dividend distribution policy is annexed as Annexure VII and is also available on the official website of the Company at the following link: http://www.tridentindia.com/report/Dividend_ Distribution_Policy.pdf

Consistent with this policy during the year under review, the Board declared two Interim Dividends - 1st Interim Dividend of Rs, 0.6/-(6%) per equity share of Rs, 10/- each and 2nd Interim Dividend of Rs, 0.6/- (6%) aggregating to Rs, 1.2/- (12%) per equity share of Rs, 10/-each in its meeting held on August 12, 2017 & January 29, 2018, respectively. Your Directors are pleased to recommend a Final Dividend ofRs, 0.3/- (3%) per equity share ofRs, 10/-each for Financial Year 2017-18, for the approval of the equity shareholders at the ensuing Annual General Meeting. If approved, the total dividend payout (interim and final dividend) for the financial year 2017-18 will be Rs, 1.5/- (15%) per equity share ofRs, 10/-each at par with the total dividend of Rs, 1.5 (15%) per equity share of Rs, 10/- paid for the previous financial year 2016-17.

Contribution to the Exchequer

The Company contributed a sum of Rs, 281.6 million to the exchequer by way of Goods and Service Tax in addition to other direct taxes during the year under review.

Also, the Company contributed a sum of Rs, 43.3 million to the exchequer by way of Central Excise Duty which was applicable till June 30,2017.

Exports

The exports of the Company accounted 55 parent of net sales. During the year under review, export sales marginally decreased toRs, 25,169 million as againstRs, 26,665 million in the previous year.

Credit Rating

The Company follows a disciplined financial approach and has been continuously working on improving its financial risk profile. Your Directors are pleased to share that CRISIL has upgraded Long Term rating of the Company to âCRISIL A / Stableâ from âCRISIL A/ Stableâ and reaffirmed the Short Term rating as âCRISIL A1 â. Also, CARE has upgraded Long Term rating of the Company to âCARE AA-/ Stableâ from âCARE A â & Short Term rating to âCARE A1 â from âCARE A1 â.

These ratings symbolize low credit risk with adequate degree of safety regarding timely servicing of financial obligations.

Expansions/Modernisations

Keeping in view the current business synergies, the Company has proposed the expansion plans in the State of Madhya Pradesh with total capital outlay in tune of Rs, 7,200 crores by 2025:

Paper:

- Paper Unit with the capacity of 500 tonne per day Textile:

- Processing & CSP capacity in Bed Sheet

- Bed Linen Unit comprising of 500 looms

- Terry Towel Unit comprising of 300 looms

- Spinning unit comprising of 3 lacs spindles & 2000 Rotors

- Technical Textile Unit

- Garments/ Rugs/Top of Bed and Fashion Bedding Utilities:

- Co-gen Power Plant/ Solar Power Plant Multi-Specialty Mini Health Centre

The aforesaid projects shall be eligible for various incentives & benefits under Mega Projects Policies of the State and Central Government and are subject to technical feasibility, financial viability and evaluation.

Further the schedule of implementation shall be in a phased manner as may be approved by the Board from time to time, after financial closure & evaluation of all opportunities that will maximize value and is in the best interest of the Company & its stakeholders.

Consolidated Financial Statements

The Audited Consolidated Financial Statements prepared by the Company, in accordance with the Indian Accounting Standards [Ind AS], are provided in the Annual Report of the Company.

Subsidiary and Associate Companies

The audited accounts of the Subsidiary Companies are available on the official website of the Company at http://www. tridentindia.com/report/Audited_Financial_Statements_FY-2017-18_TGCL_Subsidiary.pdf and http://www.tridentindia. com/report/Audited_Financial_Statements_FY-2017-18_TEL_ Subsidiary.pdf

The Company has adopted Policy for determining Material Subsidiary and the same is also available on the official website of the Company at the following link: http://www.tridentindia. com/report/Policy_for_Determ in ing_Material_Subsidiary.pdf Further, Trident Infotech Inc. and Trident Global Inc. are two foreign Associate Companies of the Company. Lotus Tex park Limited is an Indian Associate Company of the Company. The statement containing highlights of performance of each Subsidiary & Associate Company, salient features of their financial statements for the financial year ended on March 31, 2018 and their contribution to the over Performance of the Company is attached as Annexure âAOC-Iâ and Note 48 to the consolidated financial statements of the Company for the reference of the members. The same is not being repeated here for the sake of brevity.

Directors

Mr Dinesh Kumar Mittal [DIN: 00040000] was appointed as an Additional Directors of the Company by the Board of Directors in their meeting held on August 12, 2017 in the category of Independent Director for a period of five years w.e.f. August 12, 2017, which was duly approved by the shareholders in the Annual General Meeting held on September 23,2017.

Pursuant to provisions of Companies Act, 2013 (Actâ) and the Articles of Association of the Company, Mr Rajinder Gupta [DIN: 00009037] and Mr Deepak Nanda [DIN: 00403335], Directors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Nomination and Remuneration Committee and Board of Directors have recommended their re-appointment for the approval of the shareholders of the Company in the forthcoming Annual General Meeting of the Company.

Also, the Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as applicable under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [âSEBI (LODR) Regulations, 2015â].

Number of Board Meetings

During the year under review, the Board duly met four (4) times with a maximum gap of 110 days between any two consecutive meetings. The details of the Board meeting are set out in the Corporate Governance Report which forms part of this Report.

Review of performance of the Board

The Company has duly approved Nomination and Remuneration Policy prescribing inter-alia the criteria for appointment, remuneration and performance evaluation of the directors. As mandated by Section 134 & 178 read with Schedule IV of the Act and Regulation 25 of the SEBI (LODR) Regulations, 2015 as applicable on the Company, the Independent Directors in their separate meeting held on January 29, 2018 have reviewed the performance of non-independent directors, Chairperson and Board as a whole along with review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same. Further the Board, in its meeting held on May 7, 2018 also reviewed the performance of the Board, its committees and all Individual Directors of the Company and expressed its satisfaction over the performance of the Board, its Committees and individual Directors.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Disclosure on ES0P

The Company introduced Employees Stock Options Plan, 2007 in the financial year 2007-08, after approval by the shareholders by way of a special resolution dated June 29,2007. The Company has made two grants under the scheme till date. The first grant was made on July 9, 2007 and second grant was made on July 23, 2009 by the Nomination and Remuneration Committee (earlier known as Compensation Committee) as per the terms & conditions of Trident Employee Stock Options Plan, 2007. The options were granted at the latest available closing market price prior to the date of meeting.

The Certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the applicable SEBI Guidelines and the resolution passed by the shareholders would be placed at the Annual General Meeting for inspection by members.

The Company had also introduced Trident Employee Stock Options Scheme, 2009 and Trident Employee Stock Options Scheme, 2015, by way of trust route, after the approval of shareholders in their meeting held on August 27, 2009 and September 12, 2015, respectively. The Company has not yet implemented the said scheme and there has not been any grant under these both schemes till date. The disclosures as required under the SEBI (Share Based Employee Benefits) Regulations, 2014 has been given on the website of the Company under the following link: http://www.tridentindia.com/report/ESOP_ Disclosure_for_FY_2017-18.pdf

Responsibility Statement of Directors

Directorsâ Responsibility Statement pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act is annexed as Annexure II hereto and forms part of this report.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company in compliance with Section 178 of the Companies Act, 2013, containing criteria of performance evaluation of Independent Directors, has been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and forms part of this report as Annexure III.

Familiarization Program for Independent Directors

The details of familiarization program for independent directors are available on the official website of the Company at the following I ink: http://www.tr identindia.com/report/Familiarization_ Program_for_ I nde pen dent_Di rector s_FY_2017-18.pdf

Statutory Committees

Vigil Mechanism & Whistle Blower policy

The Company has implemented Vigil Mechanism 8c Whistle Blower policy and the oversight of the same is with Audit committee of the Company. The policy inter-al ia provides that any Directors, Employees, Stakeholders who observe any unethical behaviour, actual or suspected fraud or violation of the Companyâs code of conduct or ethics, policies, improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit Committee or e-mail on the email-ld : whistleblower@tridentindia.com. Identity of the Whistle Blower shall be kept confidential to the greatest extent possible.

The detailed procedure is provided in the policy and the same is available on official website of the Company at following link: http://www.tridentindia.com/report/Vigil_Mechanism_and_ Whistle_Blower_Policy.pdf

During the year under review, there were no instances of fraud reported to the Audit Committee/ Board. Further, all recommendations of the Audit Committee were accepted by the Board.

Corporate Social Responsibility (CSR) Committee & Business Responsibility Report

CSR Committee comprises of Mr Rajiv Dewan (Chairman of the Committee), Mr Raj inder Gupta and Mr Deepak Nanda, members of the Committee. The disclosure of the contents of CSR Pol icy as prescribed and amount spent on CSR activities during the year under review are disclosed in Annual Report on CSR activitiesâ annexed hereto as Annexure IV and forms part of this report.

Risk Management Policy

The Company has adopted a Risk Management Policy with the objective of ensuring sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The detailed Risk management framework has been provided in the Management Discussion and Analysis Report of the Company.

Internal Control

Fixed Deposits

No Default

The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.

Corporate Governance

Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.

Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter 8c spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.

Detailed compliances with the provisions of the SEBI (LODR) Regulations, 2015 and Companies Act, 2013 for the year 2017-18 are given in Corporate Governance Report, which is attached and forms part of this report. The certificate of Practising Company Secretary on compliance with corporate governance norms is also attached thereto.

Human Resources Development and Industrial Relations

The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion and Analysis Report.

The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review. Further, no case was filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition 8c Redressal) Act, 2013 during the year under review.

Auditors & Auditorsâ Report

During the year under review, M/s Deloitte Haskins 8c Sells, Chartered Accountants has retired as Statutory Auditors of the Company pursuant to the provisions of the Companies Act, 2013. Further, pursuant to the provisions of Section 139 of the Companies Act, 2013, the shareholders of the Company in their 27th Annual General Meeting held on September 23, 2017 have approved the appointment of M/s S.R. Batliboi 8c Co. LLR Chartered Accountants, ICAI Firm Registration No: 301003E/ E300005 as Statutory Auditors of the Company in place of M/s Deloitte Haskins 8c Sells, Chartered Accountants for a term of five consecutive years, from the conclusion of ensuing 27th Annual General Meeting until the conclusion of the 32nd Annual General Meeting of the Company subject to annual ratification by the shareholders in the Annual General Meeting. Accordingly, the appointment of M/s S.R. Batliboi 8c Co. LLR Chartered Accountants is being placed before the shareholders for ratification.

M/s S.R. Batliboi 8c Co. LLR Chartered Accountants, Statutory Auditors of the Company have submitted Auditorsâ Report on the financial statements of the Company for the financial year ended on March 31, 2018 being the first year of their Audit. The Auditorsâ Report for the year is self-explanatory 8c does not contain any modified opinion, hence need no comments.

Cost Audit

The Board of Directors of your Company, on the recommendations of the Audit Committee, have re-appointed M/s Ramanath Iyer 8c Co., Cost Accountants, New Delhi as cost auditors for the financial year 2018-19 to carry out an audit of cost records of the Company in respect of textiles, paper and chemical divisions. The Cost Audit Report for the financial year ended March 31, 2018 is under finalization and shall be filed with the Central Government within the prescribed time limit.

Secretarial Audit

M/s Vi nod Kothari & Co., Company Secretaries, Kolkata have conducted the Secretarial Audit of the Company for the financial year 2017-18 in accordance with the provisions of Section 204 of the Companies Act, 2013 read with the relevant rules in this regard.

The Secretarial Audit Report for the financial year ended March 31,2018 is annexed as Annexure Vand forms part of this report. The Secretarial Audit Report for the year is self-explanatory & does not contain any qualification/adverse remarks, hence need no comments.

The Board of Directorsof yourCompany,on the recommendations of the Audit Committee, have re-appointed M/s Vi nod Kothari 8c Co., Company Secretaries, Kolkata as Secretarial Auditors for the financial year 2018-19 to carry out secretarial audit of the Company.

Extract of Annual Return

The extract of annual return in Form No. MGT-9, is annexed as Annexure VI and forms part of this report.

Particulars of loans, guarantees or investments

The Particulars of loans, investments or guarantees have been disclosed in the financial statements.

Disclosures regarding Managerial remuneration and particulars of employees

In accordance with the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding this information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Companyâs website at http://www. tridentindia.com/report/Annual_Report_FY_2017-18.pdf

Contracts or arrangements with related parties

All contracts / arrangements / transactions entered by the Company during the year under review with related parties were in the ordinary course of business and on an armâs length basis. During the period under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy on Materiality of and Dealing with Related Party Transactions and accordingly, the disclosures in Form No.AOC-

2 is not applicable. The related party disclosures are provided in the notes to financial statements.

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is available on the official website of the Company at the following link: http:// www.tridentindia.com/report/Policy_on_Materiality_of_and_ Dealing_with_Related_Party_Transactions.pdf

Secretarial standards

The Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

Green Initiatives

Electronic copies of the full Annual Report for the financial year 2017-18 and the Notice of the 28th Annual General Meeting are sent to all the members whose email addresses are registered with the Company/ Depository Participant. For members, who have not registered their email addresses, physical copies of Abridged Annual Report are being sent in permitted mode.

General

Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions on these items during the year under review:

1. Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the ESOP scheme relates, as there is no provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees.

2. Material changes and commitments after the closure of the financial year till the date of this Report, which affects the financial position of the Company.

3. Change in the nature of business of the Company.

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

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

6. Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary.

7. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

8. No fraud has been reported by the Auditors to the Audit Committee or the Board.

Acknowledgments

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large.

Your Directors a Iso wish to convey their appreciation for collective contribution 8c hard work of employees across all levels. The Board, also, takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and their confidence in management and look forward to their continued support in future too.

For and on behalf of the Board

PaLLavi SharduL Shroff DeepakNanda

Place: New Delhi Chairperson Managing Director

Date: May 7, 2018 DIN: 00013580 DIN: 00403335

Mar 31, 2017

Dear Members,

The Directors are pleased to present the 27th Annual Report and Audited Financial Statements of the Company for the financial year ended on March 31, 2017.

Financial Results

The financial performance of your Company for the year ended on March 31, 2017 is summarised below:

(Rs, million)

Particulars	Current Year	Previous Year	Growth (%)
Total Income	48,393	37,441	29.3
Total Expenses	44,008	34,625	27.1
EBITDA	9,919	7,635	29.9
EBITDA Margin	20.5%	20.4%	10 bps
Depreciation	4,124	3,366	22.5
EBIT	5,795	4,268	35.8
Interest	1,410	1,452	(3.0)
Profit before tax	4,385	2,816	55.7
Tax Expenses	1,015	393	158.2
Profit after tax	3,370	2,423	39.1
Other Equity	22,149	19,062	16.2
EPS (Diluted) (Rs,)	6.61	4.76	38.9
Cash Earnings per share (Rs,)	14.71	11.37	29.4
Dividend (%)	15%	9%	66.7

The Company adopted Indian Accounting Standards ("Ind AS") from April 1, 2016 and accordingly the aforesaid summary of financial results for previous as well as current year is in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other accounting principles generally accepted in India.

Corporate Overview

The Company operates in diversified business segments viz. Home Textiles, Paper and Chemicals. The Company also has a captive power plant to cater the needs of its various business segments.

Results of Operations Financial performance and review

The total revenue of the Company during the year under review have been Rs, 48,393 million as against Rs, 37,441 million in the previous financial year. The Operating Profit (EBITDA) for the year stood at Rs, 9,919 million as compared to Rs, 7,635 million in the previous financial year, an increase of 29.9 %. The Company has earned a net profit of Rs, 3,370 million as against Rs, 2,423 million in the previous financial year, registering an increase of 39.1 percent. During the year under review, the additions to Other Equity amount to Rs, 3,087 million.

The Company''s earnings per share was Rs, 6.61 and cash earnings per share was Rs, 14.71 during the current year.

A detailed discussion on financial and operational performance of the Company is given under "Management Discussion and Analysis Report" forming part of this Annual Report.

Changes in Share Capital

The changes in Share Capital of the Company are summarized as under:

(Amount in Rs,)

?ate	Particulars	No. of shares	Nominal Value	Premium per share	Total Securities Premium	Equity share capital	Preference share capital	Cumulative Issued & Paid up Share Capital
April 1, 2016	Opening Balance					5,093,710,260	600,000,000	5,693,710,260
May 12, 2016	Under ESOP scheme	64,165	10	7.55	484,446	641,650	-	5,694,351,910
May 12, 2016	Under ESOP scheme	80,263	10	1.20	96,316	802,630	-	5,695,154,540
August 7, 2016	Under ESOP scheme	32,968	10	7.55	248,908	329,680	-	5,695,484,220
August 7, 2016	Under ESOP scheme	30,838	10	1.20	37,006	308,380	-	5,695,792,600
August 9, 2016	Redemption of Preference shares	(60,000,000)	10	-	-	-	(600,000,000)	5,095,792,600
May 9, 2017	Under ESOP Scheme	16,307	10	1.20	19,568	163,070	-	5,095,955,670
Issued & Paid Up Share Capital as on date							-	5,095,955,670

Consequent to these allotments and redemption, the Paid Up Share Capital of the Company as on date stands revised to Rs, 5,095.96 million comprising of 509,595,567 Equity Shares of Rs, 10/- each.

Dividend

Your Company has a dividend distribution policy that balances the dual objectives of rewarding shareholders through dividends whilst also ensuring availability of sufficient funds for growth of the Company. The dividend distribution policy is annexed as Annexure VII and is also available on the official website of the Company at the following link: http:/Avww.tridentindia.com/report/D ividend_Distribution_Policy.pdf Consistent with this policy, during the year under review, the Board declared two Interim Dividends - 1st Interim Dividend of Rs, 0.60 (6%) per equity share of Rs, 10/- each and 2nd Interim Dividend of Rs, 0.60 (6%) aggregating to Rs, 1.20 (12%) per equity share of Rs, 10/- each in its meeting held on August 7, 2016 & January 18, 2017, respectively. Your Directors are pleased to recommend a Final Dividend of Rs, 0.30 (3%) per equity share of Rs, 10/- each for Financial Year 2016-17, for the approval of the equity shareholders at the ensuing Annual General Meeting. If approved, the total dividend payout (interim and final dividend) for the financial year 2016-17 will be Rs, 1.50 (15%) per equity share of Rs, 10/-each as against the total dividend of Rs, 0.90 (9%) per equity share of Rs, 10/- paid for the previous financial year 2015-16. Also, the dividend on 6% Unlisted Nonconvertible, Cumulative, Redeemable Preference Shares of Rs, 10/- each aggregating to Rs, 30,770,492/- has been paid during the financial year 2016-17 on pro-rata basis, from the date of issue till the date of redemption during the year under review.

Contribution to the National Exchequer

The Company contributed a sum of Rs, 493.8 million (previous year Rs, 455.5 million) to the exchequer by way of central excise duty in addition to other direct and indirect taxes during the year under review.

Exports

The exports of the Company accounted 55 percent of net sales. During the year under review, export sales marginally increased to Rs, 26,637 million as against Rs, 21,500 million in the previous year.

Credit Rating

The Company follows a disciplined financial approach and has been continuously working on improving its financial risk profile. Your Directors are pleased to share that CRISIL has upgraded Long Term rating of the Company to CRISIL A / Stable from CRISIL A-/ Stable & Short Term rating to CRISIL A1 from CRISIL A2 . Also, CARE has upgraded Long Term rating of the Company to CARE A / Stable from CARE A- & Short Term rating to CARE A1 from CARE A2 . Further, India Ratings and Research Private Limited (A Fitch Group Company) has assigned the rating of IND A1 for Commercial Paper Programme of the Company.

These ratings symbolize low credit risk with adequate degree of safety regarding timely servicing of financial obligations.

Expansions/Modernizations

During the year under review, the Company has launched an exclusive range of home textiles under the world renowned French lifestyle brand ELLE DECOR. The Company has also launched an Onshore Design Studio in UK and US with large showcase of Bed & Bath Collection.

Further, during the year under review, the Company has undertaken modernization and/or up gradation of its existing facilities in order to mantain high standards of its products.

Consolidated Financial Statements

The Audited Consolidated Financial Statements prepared by the Company, in accordance with the Indian Accounting Standards [Ind AS], are provided in the Annual Report of the Company.

Subsidiary and Associate Companies

Trident Global Corp Limited serves as the Retail Arm of the Company. It is the face of the Company in the domestic markets. Further, Trident Europe Limited provides the proximity to the European Markets & enhances the Brand Presence of the Company.

The audited accounts of the Subsidiary Companies are available on the official website of the Company at http://www. tridentindia.com/report/Audited_Financial_Statements_FY-

2016-17_TGCL_Subsidiary.pdf and http://www.tridentindia. com/re port/Audited_Financial_State me nts_FY-2016-17_ TEL_Subsidiary.pdf. The annual accounts of the Company and of the Subsidiary Companies are open for inspection by any investor at the Registered Office of the Company. The Company will also make available copies of these documents to investors upon receipt of request from them. The investors, if they desire, may write to the Company to obtain a copy of the financial statements of the Subsidiary Companies.

Further, Trident Infotech Inc. and Trident Global Inc. are two foreign Associate Companies of the Company. Lotus Texpark Limited is an Indian Associate Company of the Company. The statement containing highlights of performance of each Subsidiary & Associate Company, salient features of their financial statements for the financial year ended on March 31, 2017 and their contribution to the overall performance of the Company is attached as Annexure AOC-I'' and Note 51 to the consolidated financial statements of the Company for the reference of the members. The same is not being repeated here for the sake of brevity.

Directors

The Board of Directors appointed Ms Pallavi Shardul Shroff [DIN: 00013580] as the Chairperson of the Board w.e.f. May 9, 2017.

MrSurender KumarTuteja [DIN: 00594076] ceased to be the Director of the Company w.e.f. January 20, 2017. The Board places on record its appreciation for the services rendered by Mr Surender Kumar Tuteja during his respective tenure as Chairman and Director of the Company.

During the year under review, the members of the Company in the previous Annual General Meeting of the

Company have approved the re-appointment of Mr Deepak Nanda [DIN:00403335] as Managing Director (KMP) of the Company for a period upto three years w.e.f. November 12, 2016.

Ms Ramandeep Kaurwas appointed as Company Secretary (KMP) and Compliance Officer of the Company w.e.f. January 18, 2017 and Mr Pawan Babbar ceased to be the Company Secretary (KMP) and Compliance Officer of the company w.e.f. December 31, 2016.

Pursuant to provisions of Companies Act, 2013 (Act'') and the Articles of Association of the Company, Mr Rajinder Gupta [DIN: 00009037] and Mr Deepak Nanda [DIN : 00403335], Directors of the Company, retire at the ensuing Annual General Meeting and offer themselves for re-appointment. The Nomination and Remuneration Committee and Board of Directors have recommended their re-appointment for the approval of the shareholders of the Company.

Also, the Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [''SEBI (LODR) Regulations, 2015''].

Number of Board Meetings

During the year under review, the Board duly met four (4) times with a maximum gap of 98 days between any two consecutive meetings. The details of the Board meeting are set out in the Corporate Governance Report which forms part of this Report.

Review of performance of the Board

The Company has duly approved Nomination and Remuneration Policy prescribing inter-alia the criteria for appointment, remuneration and performance evaluation of the directors. As mandated by Section 134 & 178 read with Schedule IV of the Act and Regulation 25 of the SEBI (LODR) Regulations, 2015 as applicable on the Company, the Independent Directors in their separate meeting held on January 18, 2017 have reviewed the performance of non-independent directors, Chairman and Board as a whole along with review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same.

Further the Board, in its meeting held on May 9, 2017 also reviewed the performance of the Board, its committees and all individual Directors of the Company and expressed its satisfaction over the performance of the Board, its Committees and individual Directors.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Disclosure on ESOP

The Company introduced Employees Stock Options Plan, 2007 in the financial year 2007-08, after approval by the shareholders by way of a special resolution dated June 29, 2007. The Company has made two grants under the scheme till date. The first grant was made on July 9, 2007 and second grant was made on July 23, 2009 by the Nomination and Remuneration Committee (earlier known as Compensation Committee) as perthe terms & conditions of Trident Employee Stock Options Plan, 2007. The options were granted at the latest available closing market price prior to the date of meeting.

The Company has Trident Employee Stock Options Scheme, 2015, through trust route, which was duly approved by the Board and Shareholders of the Company in their meeting held on May 27, 2015 and September 12, 2015, respectively. The Company has not yet implemented the said scheme. The disclosures as required under the SEBI (Share Based Employee Benefits) Regulations, 2014 has been given on the website of the Company under the following link: http://www.tridentindia.com/report/ESOP_Disclosure_ for_FY_2016-17.pdf Responsibility Statement of Directors Directors'' Responsibility Statement pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act is annexed as Annexure II hereto and forms part of this report.

Nomination and Remuneration Policy

Familiarization Program for Independent Directors

The details of familiarization program for independent directors are available on the official website of the Company at the following link: http://www.tridentindia.com/report/Familiarization_ Program_for_lndependent_Directors.pdf Statutory Committees

Vigil Mechanism & Whistle Blower policy

The Company has implemented Vigil Mechanism & Whistle Blower policy and the oversight of the same is with Audit committee of the Company. The policy inter-alia provides that any Directors, Employees, Stakeholders who observe any unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics, policies, improper practices or alleged wrongful conduct in the Company may report the same to Chairperson of the Audit Committee or e-mail on the emaiI-Id : whistleblower0tridentindia.com. Identity of the Whistle Blower shall be kept confidential to the greatest extent possible.

The detailed procedure is provided in the policyandthesame is available on official website of the Company at following link: http://www.tridentindia.com/report/Vigil_Mechanism_ and_Whistle_Blower_Policy.pdf

During the year under review, there were no instances of fraud reported to the Audit Committee/ Board. Further, all recommendations of the Audit Committee were accepted by the Board.

Corporate Social Responsibility (CSR) Committee & Business Responsibility Report

CSR Committee comprises of Mr Rajiv Dewan (Chairman of the Committee), Mr Rajinder Gupta and Mr Deepak Nanda, members of the Committee. The disclosure of the contents of CSR Policy as prescribed and amount spent on CSR activities during the year under review are disclosed in Annual Report on CSR activities'' annexed hereto as Annexure IV and forms part of this report.

Risk Management Policy

The Company has adopted a Risk Management Policy with the objective of ensuring sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The detailed Risk management framework has been provided in the Management Discussion and Analysis Report of the Company.

Internal Control

Fixed Deposits

No Default

The Company has not defaulted in payment of interest and/ or repayment of loans to any of the financial institutions and/or banks during the year under review.

Corporate Governance

Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards Corporate Governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.

Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.

Detailed compliances with the provisions of the SEBI (LODR) Regulations, 2015 and Companies Act, 2013 for the year 2016-17 are given in Corporate Governance Report, which is attached and forms part of this report. The Auditors'' certificate on compliance with corporate governance norms is also attached thereto.

Human Resources Development and Industrial Relations The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion and Analysis Report. The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review. Further, no case was filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the year under review.

Auditors & Auditorsâ Report

M/s Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company have submitted Auditors'' Report on the financial statements of the Company for the financial year ended on March 31, 2017. The Auditors'' Report for the year is self-explanatory & does not contain any modified opinion, hence need no comments.

Further, M/s Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, will mandatorily retire at the conclusion of the ensuing 27th Annual General Meeting pursuant to Section 139 of the Act and Rules framed there under.

The Board of Directors based on the recommendations of the Audit Committee has recommended the appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants, ICAI Firm Registration No: 301003E/E300005 as Statutory Auditors of the Company in place of M/s Deloitte Haskins & Sells, Chartered Accountants for a term of five consecutive years, from the conclusion of ensuing 27th Annual General Meeting until the conclusion of the 32nd Annual General Meeting of the Company for the approval of shareholders of the Company in the ensuing 27th Annual General Meeting of the Company.

M/s S.R. Batliboi & Co. LLP has confirmed its willingness and eligibility, to act as auditors to conduct audit of the Company''s financial statement from the financial year 2017-18.

Cost Audit

The Board of Directors of your Company, on the recommendations of the Audit Committee, have reappointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as cost auditors for the financial year 2017-18 to carry out an audit of cost records of the Company in respect of textiles, paper and chemical divisions. The Cost Audit Report for the financial year ended March 31, 2017 is under finalization and shall be filed with the Central Government within the prescribed time limit.

Secretarial Audit

M/s Vinod Kothari & Co., Company Secretaries, Kolkata have conducted the Secretarial Audit of the Company for the financialyear2016-17 in accordance with the provisions of Section 204 of the Companies Act, 2013 read with the relevant rules in this regard.

The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed as Annexure V and forms part of this report. The Secretarial Audit Report for the year is self-explanatory & does not contain any qualification/ adverse remarks, hence need no comments.

The Board of Directors of your Company, on the recommendations of the Audit Committee, have reappointed M/s Vinod Kothari & Co., Company Secretaries, Kolkata as Secretarial Auditors for the financial year 2017- 18 to carry out secretarial audit of the Company.

Extract of Annual Return

The extract of annual return in Form No. MGT-9, is annexed as Annexure VI and forms part of this report.

Particulars of loans, guarantees or investments

The Particulars of loans, investments or guarantees have been disclosed in the financial statements.

Disclosures regarding Managerial remuneration and particulars of employees

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding this information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company''s website at http://www. tridentindia.com/report/Annual_Report_FY_2016-17.pdf

Contracts or arrangements with related parties

Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy on Materiality of and Dealing with Related Party Transactions and accordingly, the disclosures in Form No. A0C-2 is not applicable. The related party disclosures are provided in the notes to financial statements.

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is available on the official website of the Company at the following link: http://www.tridentindia.com/report/Policy_on_Materiality_ of_and_Dealing_with_Related_Party_Transactions.pdf General

Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions on these items during the year under review:

2. Material changes and commitments after the closure of the financial year till the date of this Report, which affects the financial position of the Company.

3. Change in the nature of business of the Company.

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

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

6. Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary.

7. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

8. No fraud has been reported by the Auditors to the Audit Committee or the Board.

Acknowledgments

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large.

For and on behalf of the Board

Place : New Delhi PALLAVI SHARDUL SHROFF DEEPAK NANDA

Date : May 9, 2017 Chairperson Managing Director

DIN: 00013580 DIN : 00403335

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 25th Annual Report and Audited Financial Statements of the Company for the financial year ended on March 31, 2015.

Financial Results

The financial performance of your Company for the year ended on March 31, 2015 is summarised below:

Particulars Current Year Previous Year

a) Total Revenue 37,880.2 38,851.4

b) Total Expenses 34,142.4 34,096.6

c) EBITDA 6,950.9 7,438.8

d) EBITDA Margin (%) 18.3% 19.1%

e) Depreciation 3,213.2 2,684.1

f) EBIT 3,737.8 4,754.7

g) Interest 2,059.6 2,103.2

h) Profit before tax 1,678.1 2,651.5

i) Tax Expenses 499.9 681.2

j) Profit after tax 1,178.2 1,970.3

k) Earnings per share (C) 2.47 6.15

l) Cash Earnings per share (Rs.) 9.19 14.52

m) Dividend 6.0% 3.0%

Corporate Overview

The Company operates in diversified business segments viz. Textiles, Paper and Chemicals. The Company also has captive power plant to cater to needs of its various business segments.

Amalgamation of Trident Corporation Limited with the Company

The Hon''ble High Court for the states of Punjab and Haryana at Chandigarh had approved the Scheme of Amalgamation of Trident Corporation Limited with the Company vide its Order dated March 14, 2014. Accordingly, the Scheme has became effective on April 18, 2014 and Trident Corporation Limited has been amalgamated with the Company w.e.f. April 1, 2014, the Appointed Date and the undertakings of Trident Corporation Limited stands transferred and vested to the Company w.e.f April 1, 2014.

Results of Operations

Financial performance and review

The net sales of the Company during the year under review have been C 37,535.5 million as against C 38,688.6 million in the previous financial year. The Operating Profit (EBIDTA) for the year has been Rs. 6,950.9 million as compared to Rs. 7,438.8 million in the previous financial year and the net profit was C 1,178.2 million as against C 1,970.3 million in the previous financial year.

The Company''s earnings per share was C 2.47 and cash earnings per share was C 9.19 during the current year. An amount of C 305.4 million and C 2,542.8 million was transferred to Capital Reserve and Securities Premium account, respectively, during the year under review.

A detailed discussion on financial and operational performance of the Company is given under "Management Discussion & Analysis Report" forming part of this Annual Report.

Changes in Share Capital

The Board of Directors in their meeting held on May 15, 2014 had allotted 136,352,000 equity shares of Rs.10/- each of the Company at a premium of C 18.61 per share, fully paid-up, in the proportion of 16 equity shares of Rs.10/- each of the Company for every 25 equity shares of Rs.10/- each of the erstwhile Trident Corporation Limited, to the shareholders of Trident Corporation Limited named in the Register of Members as on the record date fixed for the purpose i.e. April 30, 2014.

Further, the Board has allotted 60,000,000 equity shares to holders of convertible warrants pursuant to exercise of conversion option attached to convertible warrants issued on preferential basis on September 30, 2013 pursuant to the approval of shareholders vide their resolution dated September 21, 2013. The Company also allotted 1,202,757 equity shares of Rs.10/- each to employees of the Company pursuant to exercise of options in terms of Trident Employee Stock Options Plan, 2007, resulting increase in the total paid up capital of the Company from C 3,110.9 million to C 5,086.4 million.

Further, the Company has also allotted 206,219 equity shares of Rs.10/- each to employees of the Company pursuant to exercise of options in terms of Trident Employee Stock Options Plan, 2007 on May 27, 2015. Consequent to this allotment, the Paid Up Equity Share Capital of the Company stands increased to C 5,088.4 million.

Dividend

Your directors are pleased to announce that during the year under review, the Company has adopted a Dividend Policy to reward its shareholders whilst also ensuring availability of sufficient funds for growth and expansion projects of the Company.

During the year under review, the Board has declared two Interim Dividends each of C 0.30 (3%) per equity share of Rs.10/- each aggregating to C 0.60 (6%) per equity share of Rs.10/- each amounting to C 340.6 million (Inclusive of tax of C 53.4 million) in its meeting held on August 6, 2014 & February 12, 2015 respectively. The Board has not recommended payment of any final dividend for the financial year 2014-15. The dividend payout for the year under review has been in accordance with the Dividend Policy (Annexure-VIII).

Contribution to the National Exchequer

The Company contributed a sum of Rs.464.5 million (previous year C 406.6 million) to the exchequer by way of central excise duty in addition to other direct and indirect taxes during the year under review.

Exports

The exports of the Company accounted for about 50 percent of net sales. During the year under review, export sales were marginally increased to C 18,668.9 million as against C 18,536.4 million in the previous year.

Expansions/Modernisations

The Company is undertaking the implementation of a composite textile project in the Home Textiles Segment consisting of Bed Linen Unit with a capacity of 500 Looms and an integrated spinning unit of 189,696 spindles to manufacture high end count from 40 to 100 Ne. The above projects are being implemented at an estimated total project cost of C 16,669.0 million and are expected to be completed by second half of FY16. Being an integrated project, the production from the spinning segment would seamlessly flow into the bed linen segment, adding value in the textile chain and making Company a one-stop-shop for home textiles products.

Further, during the year under review the Company has commissioned an open-end yarn spinning project by installation of 1920 rotors, having manufacturing capacity of approximately 10,000 TPA of cotton open end yarn for meeting its yarn requirement for the terry towel unit in Budni. The said projects are being part financed from term loans and internal cash accruals.

Consolidated Financial Statements

The Audited Consolidated Financial Statements prepared by the Company, in accordance with the applicable accounting standards, are provided in the Annual Report of the Company. During the year under review, there was no change in the status of any of the Subsidiary and Associate Companies.

Subsidiary and Associate Companies

As on the last day of financial year under review, the Company had one Indian wholly owned subsidiary "Trident Global Corp Limited". The audited accounts of the Subsidiary Company are available on the official website of the Company at www.tridentindia.com/content/statutory-disclosures.aspx. The annual accounts of the Company and of the Subsidiary Company are open for inspection by any investor at the Registered Office as well as corporate office of the Company and of the Subsidiary Company. The Company will also make available copies of these documents to investors upon receipt of request from them. The investors, if they desire, may write to the Company to obtain a copy of the financial statements of the Subsidiary Company.

The Company has adopted Policy for determining Material Subsidiary and the same is also available on the official website of the Company at the following link: www.tridentindia.com/ content/policies.aspx

Further, Trident Infotech Inc. and Trident Global Inc. are two foreign Associate Companies of the Company. A statement containing salient features of the financial statements of Subsidiary and Associate Companies for the financial year ended on March 31, 2015 is attached as Annexure ''AOC-I'' to the consolidated financial statements of the Company for the reference of the members. The said statement also indicates the performance and financial position of each of the Subsidiary and Associate Companies and the same is not being repeated here for the sake of brevity.

Directors

Pursuant to provisions of Companies Act, 2013 (''Act'') and the Articles of Association of the Company Mr. Rajinder Gupta and Mr. Deepak Nanda, Directors of the Company, retire at the ensuing Annual General Meeting and offer themselves for re-appointment. The Nomination and Remuneration Committee and Board of Directors have recommended their re-appointments for the approval of the shareholders of the Company.

During the year under review, Mr. S K Tuteja was appointed as an Additional Director & Chairman of the Board and his appointment was approved by the shareholders in the Annual General Meeting held on September 24, 2014. Further Dr. M A Zahir ceased to be a director of the Company and Mr. Rajinder Gupta was re-designated as Co-Chairman of the Company w.e.f. May 15, 2014.

The appointment of Mr. S K Tuteja, Ms. Pallavi Shroff and Mr. Rajiv Dewan as Independent Directors of the Company for a period of five years was approved by the members in the Annual General Meeting held on September 24, 2014.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and Listing Agreement(s).

Number of Board Meetings

During the year under review, the Board duly met six (6) times with a maximum gap of 89 days between any two consecutive meetings. The details of the Board meeting are set out in the Corporate Governance Report which forms part of this Report.

Review of performance of the Board

The Board has approved Nomination and Remuneration Policy prescribing inter-alia the criteria for appointment, remuneration and performance evaluation of the directors. As mandated by Section 134 and Section 178 read with Schedule IV of the Act, and Clause 49 of the Listing Agreement(s) entered into by the Company with the Stock Exchanges, the Independent Directors in their separate meeting held on February 12, 2015 have reviewed the performance of non-independent directors, Chairman and Board as a whole alongwith review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same.

Further the Board, in its meeting held on May 27, 2015 also reviewed the performance of the Board, its committees and all Individual Directors of the Company and expressed its satisfaction over the performance of the Board, its Committees and individual Directors.

Key Managerial Personnel

The appointment of Mr. Deepak Nanda, Managing Director as Key Managerial Personnel in terms of Companies Act, 2013 was reconfirmed by the Board in its meeting held on May 15, 2014. Further during the year under review, Mr. Pawan Jain, Company Secretary and Mr. Arun Goyal, Chief Financial Officer relinquished their offices and were succeeded to by Ms. Shakti Jindal and Mr. Gunjan Shroff respectively. Ms. Shakti Jindal who joined as Company Secretary of the Company, ceased to hold office of Company Secretary and was succeeded to by Mr. Pawan Babbar as Company Secretary of the Company.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Energy conservation continues to be an area of major emphasis in your Company. A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as Annexure I hereto and forms part of this report.

Disclosure on ESOP

The relevant disclosures on Company''s stock options scheme as per applicable guidelines are provided in Annexure II hereto and form part of this report.

The Certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the applicable SEBI Guidelines and the resolution passed by the shareholders would be placed at the Annual General Meeting for inspection by members.

The Board in its meeting held on May 27, 2015 has also approved and recommend the Trident Employee Stock Options Scheme, 2015, through trust route, for the approval of Shareholders of the Company.

Responsibility Statement of Directors

Directors'' Responsibility Statement pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act is annexed as Annexure III hereto and forms part of this report.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company containing criteria of performance evaluation of Independent Directors has been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and forms part of this report as Annexure IV.

Familiarisation Program for Independent Directors

The details of familiarisation program for independent directors are available on the official website of the Company at the following link: www.tridentindia.com/content/policies.aspx

Statutory Committees

The Company has duly constituted Board level Committees as mandated by the applicable laws, details of the same are provided in the Corporate Governance Report of the Company which forms part of this report.

Audit Committee

The Audit Committee of the Board is duly constituted in terms of the requirement of Companies Act, 2013 and listing agreement(s) applicable on the Company. It comprises of Mr. S K Tuteja (Chairman of the Committee), Mr. Rajiv Dewan and Mr. Deepak Nanda, members of the Committee.

Vigil Mechanism & Whistle Blower policy

The Company has implemented Vigil Mechanism & Whistle Blower policy and the oversight of the same is with Audit committee of the Company. The policy inter-alia provides that any Directors, Employees, Stakeholders who observe any unethical behaviour, actual or suspected fraud or violation of the company''s code of conduct or ethics policies, improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit Committee or e-mail on the email-id: whistleblower@tridentindia.com. Identity of the Whistle Blower shall be kept confidential to the greatest extent possible.

The detailed procedure is provided in the policy and the same is available on official website of the company at following link:

www.tridentindia.com/content/policies.aspx

During the year under review, there were no instances of fraud reported to the Audit Committee/ Board. Further, all recommendations of the Audit Committee were accepted by the Board.

Corporate Social Responsibility (CSR) Committee

CSR Committee comprises of Mr. Rajiv Dewan, (Chairman of the Committee), Mr. S K Tuteja and Mr. Deepak Nanda, members of the Committee. The disclosure of the contents of CSR Policy as prescribed and amount spent on CSR activities during the year under review are disclosed in ''Annual Report on CSR activities'' annexed hereto as Annexure V and forms part of this report.

Risk Management Policy

The Company has adopted a Risk Management Policy with the objective of ensuring sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The detailed Risk management framework has been provided in the Management Discussion & Analysis Report of the Company.

Internal Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. The details of Internal Control System are provided in the Management Discussion & Analysis Report of the Company.

Fixed Deposits

During the year under review, your Company has not accepted any fixed deposits nor any amount was outstanding as principal or interest as on balance sheet date and disclosures prescribed in this regard under Companies (Accounts) Rules, 2014 are not applicable.

No Default

The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.

Corporate Governance

Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.

Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.

Detailed compliances with the provisions of Clause 49 of the listing agreement(s) for the year 2014-15 are given in Corporate Governance Report, which is attached and forms part of this report. The Auditors'' certificate on compliance with corporate governance norms is also attached thereto.

Human Resource Development and Industrial Relations

The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion & Analysis Report.

The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review. Further, no case was filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the year under review.

Auditors & Auditors'' Report

M/s Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from M/s Deloitte Haskins & Sells, Chartered Accountants, under Section 139 of the Act confirming their eligibility and willingness to accept the office of the Statutory Auditors for the year 2015-16, if re-appointed.

The Statutory Auditors of the Company have submitted Auditors'' Report on the financial statements of the Company for the financial year ended on March 31, 2015. The Auditors'' Report for the year is self explanatory & does not contain any qualification/adverse remarks, hence need no comments.

Cost Audit

The Board of Directors of your Company, on the recommendations of the Audit Committee, have re-appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as cost auditors for the financial year 2015-16 to carry out an audit of cost records of the Company in respect of textiles, paper and chemical divisions. The Cost Auditors'' Report for the previous financial year ended on March 31, 2014, does not contain any qualification/adverse remarks and requires no comments, has been filed with Central Government within the prescribed time limit. The Company has voluntarily appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as cost auditors for the financial year 2014-15 to carry out an audit of cost records of the Company as the same was not applicable on the Company in terms of the Companies (Cost Records and Audit) Rules, 2014, as applicable.

Secretarial Audit

M/s Vinod Kothari & Co., Company Secretaries, Kolkata have conducted the Secretarial Audit of the Company for the financial year 2014-15 in accordance with the provisions of Section 204 of the Act and relevant rules read therewith. The Secretarial Auditor''s Report is annexed as Annexure VI and forms part of this report. The Secretarial Auditor''s Report for the year is self explanatory & does not contain any qualification/adverse remarks, hence need no comments.

Extract of Annual Return

The extract of annual return in Form No. MGT-9, is annexed as Annexure VII and forms part of this report.

Particulars of loans, guarantees or investments

During the year under review, your Company has not provided loans within the meaning of Section 186 of the Act. The Particulars of investments and guarantees are provided in the notes to financial statements.

Disclosures regarding Managerial remuneration and particulars of employees

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding this information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company''s website at www.tridentindia.com/content/annual-reports.aspx.

Contracts or arrangements with related parties

All contracts/arrangements/transactions entered by the Company during the year under review with related parties were in the ordinary course of business and on an arm''s length basis. During the period under review, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the Policy on Materiality of and Dealing with Related Party Transactions. The related party disclosures are provided in notes to financial statements. Hence discloures in Form No. AOC-2 is not applicable.

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is available on the official website of the Company at the following link: www.tridentindia.com/content/policies.aspx

General

Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions on these items during the year under review:

1. Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the ESOP scheme relates, as there is no provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

2. Material changes and commitments after the closure of the financial year till the date of this Report, which affects the financial position of the Company.

3. Change in the nature of business of the Company.

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

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

6. Any remuneration or commission received by Managing Director of the Company, from any of its Subsidiary.

7. Significant or material orders passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company''s operations in future.

Acknowledgments

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co- operation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large.

Your Directors also wish to convey their appreciation for collective contribution & hard work of employees across all levels. The Board, also, takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and their confidence in management and look forward to their continued support in future too.

For and on behalf of the Board

S K TUTEJA DEEPAK NANDA Place : Chandigarh Chairman Managing Director Date : May 27, 2015 DIN: 00594076 DIN: 00403335

Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 24th Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2014.

Financial Results

The financial performance of your Company for the year ended March 31, 2014 is summarised below: (Rs. million) Particulars Current Year Previous Year

a) Net sales 38,688.6 33,352.6

b) PBIDTA 7,438.9 5,778.1

c) Less : Finance Cost 2,103.3 2,352.8

d) PBDTA 5,335.6 3,425.3

e) Less : Depreciation & amortisation 2,684.1 2,614.4

f) Profit before tax 2,651.5 810.9

g) Less : Provision for tax 681.2 317.6

h) Net profit after tax 1,970.3 493.3

i) Add: Profit brought forward 2,520.3 2,027.0

j) Balance available for appropriations 4,490.6 2,520.3

Less : Appropriations:

k) Proposed dividend 134.2 -

I) Tax on proposed dividend 22.8 -

m) Balance carried to balance sheet 4,333.6 2,520.3

n) Earnings per share (Rs.) 6.33 1.60

Corporate Overview

The Company operates in diversified business segments viz. yarn, terry towel, paper and chemicals. The Company also has captive power plant to cater to needs of its various business segments.

Amalgamation of Trident Corporation Limited with the Company

During the year under review, the Hon''ble High Court for the states of Punjab and Haryana at Chandigarh approved the Scheme of Amalgamation of Trident Corporation Limited with the Company vide its Order dated March 14, 2014. Accordingly, the Scheme has been implemented and Trident Corporation Limited has been amalgamated with the Company w.e.f. April 1,2014, the Appointed Date.

Results of Operations

Financial performance and review

The net sales of the Company for the year under review increased to Rs.38,688.6 million as compared to Rs.33,352.6 million in the previous financial year, registering a growth of approximately 1 6 percent. The Operating Profit (EBIDTA) for the year has been Rs.7,438.9 million as compared to Rs.5,778.1 million in the previous financial year, an increase of about 29 percent. The Company has earned a net profit of Rs.1,970.3 million as against net profit of Rs.493.3 million in the previous financial year, registering an increase of about 300 percent.

The Company''s earnings per share was Rs.6.33 and cash earnings per share was Rs.14.52 during the current year.

A detailed discussion on financial and operational performance of the Company is given under "Management Discussion & Analysis Report" forming part of this Annual Report.

Changes in Share Capital

Total paid up capital of your Company has increased from Rs.3,108.4 million to Rs.3,110.9 million during the year under review, pursuant to allotment of 249,600 equity shares of Rs.10/- each under the Employee Stock Option Scheme of the Company.

Further, the Board of Directors in its meeting held on May 15, 2014 has allotted 136,352,000 equity shares of Rs.10/- each of the Company at a premium of Rs.18.61 per share, fully paid- up, in the proportion of 16 equity shares of Rs.10/- each of the Company for every 25 equity shares of Rs.10/- each of the erstwhile Trident Corporation Limited, to the shareholders of Trident Corporation Limited named in the Register of Members as on the record date fixed for the purpose i.e. April 30, 2014. Thereafter, the total paid-up capital of the Company has increased from Rs.3,110.9 million to Rs.4,474.39 million.

Further, the Board, pursuant to the approval of the shareholders vide their resolution dated September 21, 2013, has issued 60,000,000 warrants on September 30, 2013, carrying an option to the holder of the warrants to subscribe to one equity share of Rs.10/- each at par for every warrant held, within 18 months from the date of allotment of the said warrants.

Dividend

The Directors of your Company are pleased to recommend a dividend of Rs.0.30 per equity share.

The register of members and share transfer books shall remain closed from Saturday, September 13, 2014 to Wednesday, September 24, 2014, both days inclusive, for the purposes of the Annual General Meeting and payment of dividend.

Contribution to the National Exchequer

The Company contributed a sum of Rs.406.6 million (previous year Rs.373.9 million) to the exchequer by way of central excise duty in addition to other direct and indirect taxes during the year under review.

Exports

The exports of the Company accounted for about 48 percent of net sales. During the year under review, export sales increased by about 15 percent from Rs.16,081.7 million in the previous year to Rs.18,536.4 million in the current year.

Expansions/Modernisations

The Company is undertaking the implementation of a composite textile project in the Home Textiles Segment consisting of Bed Sheeting Unit with a capacity of 500 Looms and integrated spinning unit of 176,064 spindles to manufacture high end count from 40 to 80 Ne. The above projects are being implemented at an estimated total project cost of Rs.1 6,669.0 million and are expected to be completed by September, 2015 Being an integrated project, the production from the spinning segment would seamlessly flow into the sheeting segment, adding value in the textile chain and making Company a one- stop-shop for home textiles.

Further, the world''s largest integrated terry towel unit located at Budni in Madhya Pradesh, as vested in the Company from the erstwhile Trident Corporation Limited in terms of the above referred Scheme of Amalgamation, was commissioned during the year under review. The project with an installed capacity of 300 looms has been implemented within the sanctioned capital outlay of Rs.11,910 million.

Other projects being undertaken by the Company at Budni in Madhya Pradesh include an open-end yarn project by installation of 1,920 rotors at a capital outlay of Rs.600 million, which is scheduled for completion in July, 2014. The Company is also setting-up Captive Power Project of 60 MW entailing a capex of Rs.3,930 million. The expected date of the completion of the said power project is March, 201 5. The said projects are being part financed from term loans, Promoters'' contribution and internal cash accruals.

Subsidiaries

As on the last day of financial year under review, Company had one Indian wholly owned subsidiary "Trident Global Corp Limited". The Annual accounts of the subsidiary company along with the reports of the Directors'' and Auditors'' thereon and all related detailed information are open for inspection by any investor at the corporate office of the Company and of the subsidiary company. The Company will make available these documents to investors upon receipt of request from them. The investors, if they desire, may write to the Company to obtain a copy of the financials of the subsidiary company.

A statement giving information on the financials of subsidiaries for the year ended March 31, 2014 and the consolidated financial statements prepared by the Company in accordance with the accounting standards are given in the Annual Report for the reference of the members.

Directors

Pursuant to provisions of Articles of Association of the Company and of the Companies Act, 2013, Mr. Rajinder Gupta, Mr. Deepak Nanda, Mr. Rajiv Dewan and Ms. Pallavi Shroff retire at the ensuing Annual General Meeting. Further, all the retiring directors offer themselves for reappointment.

Mr Rajinder Gupta and Mr. Deepak Nanda are proposed to be re-appointed as directors liable to retire by rotation. Mr. Rajiv Dewan and Ms. Pallavi Shroff are proposed to be appointed as Independent Directors on the Board of the Company for a period of 5 (five) years, from the conclusion of the ensuing annual general meeting till the conclusion of 29th annual general meeting.

Mr Surender Kumar Tuteja was appointed as an Additional Director by the Board w.e.f. May 1 5, 2014. In terms of Section 161 of Companies Act, 2013, Mr. Surender Kumar Tuteja holds office as an Additional Director till the ensuing Annual General Meeting and is eligible for appointment as a director. He is proposed to be appointed as an Independent Director for a period of 5 (five) years, from the conclusion of the ensuing annual general meeting till the conclusion of 29th annual general meeting. Further, the Board of Directors appointed Mr. Surender Kumar Tuteja as the Chairman of the Board and re-designated Mr. Rajinder Gupta as Co-Chairman of the Board w.e.f. May 1 5, 2014.

Further, during the year under review, Mr. Deepak Nanda, who was a whole-time director upto November 11, 2013, was appointed as Managing Director of the Company for a period of 3 (three) years w.e.f. November 12, 2013.

Mr Sanjay Jain and Mr. Vikas Pratap ceased to be the directors of the Company w.e.f. September 21, 2013 and Dr. M A Zahir ceased to be a director of the Company w.e.f. May 15, 2014. The Board places on record its appreciation for the services rendered by Mr. Sanjay Jain, Mr. Vikas Pratap and Dr. M A Zahir during their respective tenure as directors of the Company.

Corporate Advisory Board

Mr Rajinder Gupta has been nominated as the Chairman of the Corporate Advisory Board and to act as the representative of the shareholders of the Company to take strategic decisions, to enhance shareholders'' value and to empower the Chief Operating Officers and Key Managerial Personnel with substantial powers of management of the affairs of the Company.

Fixed Deposits

During the year under review, your Company has not accepted any fixed deposits and no amount of principal or interest was outstanding as of balance sheet date.

No Default

The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.

Corporate Governance

Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.

Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.

Detailed compliances with the provisions of Clause 49 of the Listing Agreement for the year 2013-14 are given in Corporate Governance Report, which is attached and forms part of this report. The Auditors'' certificate on compliance with corporate governance norms is also attached thereto.

Human Resource Development and Industrial Relations

The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion & Analysis Report.

The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review.

Auditors & Auditors'' Report

M/s Deloitte, Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from M/s Deloitte, Haskins & Sells, Chartered Accountants, under Section 139 of the Companies Act, 2013 confirming their eligibility and willingness to accept the office of the Statutory Auditors for the year 2014-15, if re-appointed.

The Statutory Auditors of the Company have submitted Auditors'' Report on the accounts of the Company for the accounting year ended March 31, 2014. The Auditors'' Report for the year is self explanatory & does not contain any qualification/adverse remarks, hence need no comments.

Cost Audit

The Board of Directors of your Company have re-appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as cost auditors for the financial year 2014-1 5 to carry out an audit of cost records of the Company in respect of textiles, paper and chemical divisions. The Cost Auditors'' Report for the previous financial year ended March 31, 2013 has been filed with Central Government within the prescribed time limit. The Cost Audit Report for the financial year ended March 31, 2014 shall be filed with Central Government within the prescribed time.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Energy conservation continues to be an area of major emphasis in your Company. A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed as Annexure I hereto and forms part of this report.

Disclosure on ESOP

The Company introduced the Trident Employees Stock Options Plan, 2007 in accordance with the Securities and Exchange Board of India (Employee Stock Options Scheme & Employee Stock Purchase Scheme) Guidelines, 1999. The relevant disclosure on Company''s stock options scheme as per these guidelines has been provided in Annexure II hereto and forms part of this report.

The Certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders would be placed at the Annual General Meeting for inspection by members.

Particulars of the Employees

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, the statement of particulars of the employees etc. forms part of this report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Annual Report excluding the above-said information is being sent to all the members and other entitled persons. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Responsibility Statement of Directors

A Directors'' Responsibility Statement, setting out the requirements pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 is annexed as Annexure III hereto and forms part of this report.

Acknowledgements

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the cooperation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large.

Your Directors also wish to convey their appreciation for collective contribution & hard work of employees across all levels. The Board, also, takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and their confidence in management and look forward to their continued support in future too.

For and on behalf of the Board

S K Tuteja Deepak Nanda Place: Ludhiana Chairman Managing Director Date : May 15, 2014 DIN: 00594076 DIN: 00403335

Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 23rd Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2013

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2013 is summarised below:

[Rs.million]

Particulars Current Year Previous Year

a) Net sales 33,352.6 27,322.8

b) PBIDT 5,778.1 3,202.4

c) Less : Interest 2,352.8 1,717.8

d) PBDT 3,425.3 1,484.6

e) Less : Depreciation 2,614.4 2,075.3

f) Profit/(Loss) before Tax 810.9 (590.7)

g) Less : Provision for Tax 317.6 (153.3)

h) Net profit /(Loss) after Tax 493.3 (437.4)

Earnings / (Loss) per 1.60 (1.59) share (Rs.)

CORPORATE OVERVIEW

The Company operates in diversified business segments viz. Yarn, Terry Towel, Paper and Chemicals. The Company also has captive power plant to cater to needs of its various business segments

RESULTS OF OPERATIONS Financial performance and review

The net sales of the Company for the year under review increased to Rs.33,352.6 million as compared to Rs.27,322.8 million in the previous financial year, registering a growth of approximately 22 percent. The Operating Profit (EBIDTA) for the year has been Rs.5,778.1 million as compared to Rs.3,202.4 million in the previous financial year, increased by about 80 percent. The Company has earned a net profit of 493.3 million as against net loss of 437.4 million in the previous financial year.

Total paid up capital of your Company has increased from Rs.3,058.4 million to Rs.3,108.4 million during the year under review, due to allotment of 5,000,000 equity shares pursuant to conversion of warrants issued on preferential basis

Adetailed discussion on financial and operational performance of the Company is given under "Management Discussion & Analysis Report" forming part of this Annual Report

DIVIDEND

Keeping in view the consolidation, modernisation and other future investment possibilities in order to meet competition your Directors have decided not to recommend any dividend for the year under review

CONTRIBUTION TO THE NATIONAL EXCHEQUER

The Company contributed a sum of Rs.373.9 million to the exchequer by way of central excise duty in addition to other direct and indirect taxes during the year under review

EXPORTS

Export sales accounted for 48 percent of net sales. During the year under review, export sales increased by 12 percent from

Rs.14,413.8 million in the previous year to Rs.16,081.7 million in the current year

EXPANSIONS / MODERNISATION

During the year under review the implementation of second phase of yarn spinning expansion project involving setting up of 134,448 spindles and 2,040 rotors is deferred due to changing global economics and the strategic need to consolidate for future growth. Directors of the Company take pleasure in informing you that the implementation of two spinning expansion project envisaging expansion of spinning capacity at Budni by installing 101,184 additional spindles and other balancing equipment to manufacture approximately 7,413 TPA of additional cotton yarn of higher count and value added varieties & by installing 74,880 additional spindles and other balancing equipment to manufacture approximately 31,389 TPA of additional cotton yarn are planned. Post expansion, the installed capacity of the Company would increase from 365,904 spindles to 541,968 spindles

Further the company has also planned to set up a bed sheeting unit in Budni, Madya Pradesh with a loom capacity of 500 looms. The unit will manufacture and export certain varieties of sheeting products. The above projects will entail a capital outlay of Rs.16,668.0 million

SUBSIDIARIES

As on the last day of financial year under review, Company had one Indian wholly owned subsidiary "Trident Global Corp Limited". The Annual accounts of the subsidiary company alongwith the reports of the Directors'' and Auditors'' thereon and all related detailed information are open for inspection by any investor including investor of subsidiary company at the registered office of the Company and of the subsidiary company. The Company will make available these documents to investors including investors of subsidiary company upon receipt of request from them. The investors, if they desire may write to the Company to obtain a copy of the financials of the subsidiary company

A statement giving information on the financials of subsidiaries for the year ended March 31, 2013 and the consolidated financial statements prepared by the Company in accordance with Accounting Standard are given in the Annual Report for the reference of the members

DIRECTORS

In accordance with the provisions of Articles of Association of the Company, all the directors, for the time being, except the Wholetime Director, shall retire annually and accordingly Mr. Rajinder Gupta, Ms Pallavi Shroff, Mr. Rajiv Dewan and Dr. M A Zahir, Directors are retiring at the ensuing Annual General Meeting. All retiring directors offer themselves for re-appointment. Your Directors recommend the aforesaid appointments for your approval

During the year Ms. Kavita Singh ceased to be Director w.e.f. September 24, 2012. Mr. Sanjay Jain was appointed as Director of the Company in the Annual General Meeting held on September 24, 2012. Mr. Sanjay Jain is retiring at the ensuing Annual General Meeting and do not seek re- appointment. Mr. Vikas Pratap was appointed as Additional Director of the Company w.e.f. October 25, 2012 and holds office upto the date of ensuing Annual General Meeting. Further Mr. Abhishek Gupta, ceased to be Director and Managing Director of the Company w.e.f. October 25, 2012 The Board places on record its appreciation of the services rendered by Ms. Kavita Singh, Mr. Abhishek Gupta, Mr. Sanjay Jain and Mr. Vikas Pratap during their respective tenures

Mr. Rajinder Gupta was re-designated as a Director in non executive capacity w.e.f. October 25, 2012 and has been appointed as Non executive Chairman of the Board w.e.f. May 15, 2013

CORPORATE ADVISORY BOARD

During the year under review a Corporate Advisory Board was constituted with Mr. Abhishek Gupta as its Chairman to act as a representative of shareholders of the Company to take strategic decisions, to enhance shareholders'' value and to empower the Chief Operating Officers/Key Managerial Personnel with substantial powers of management of the affairs of the Company. All business verticals & key functions are now headed by respective Chief Operating Officers and Key Managerial personnel

FIXED DEPOSITS

During the year under review, your Company has not accepted any fixed deposits and no amount of principal or interest was outstanding as of balance sheet date

NO DEFAULT

The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review

CORPORATE GOVERNANCE

Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes

Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs

Detailed compliances with the provisions of Clause 49 of the Listing Agreement for the year 2012-13 are given in Corporate Governance Report, which is attached and forms part of this report. The Auditors'' certificate on compliance with corporate governance norms is also attached thereto

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS

The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion & Analysis Report

The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review

RECOGNITIONS & AWARDS

During the year under review, your Company has been conferred with following awards and recognitions:

- Special Commendation" for the Golden Peacock Environment Management Award - 2012

- CITI-Birla Award for Human Resource Management in Textile Mills during 2011-12

- 2nd Position in CONCOR EXIM Star Award in the category of "Exporter-Northern Region" by Container Corporation of ndia Ltd

- Texprocil - Silver Trophy for Best Terry Towel Exporter in Made-ups Category and the Bronze Trophy for Best Global Exporter (Overall)

- Company has been recognized as "Principal Partner - Bath" for the year 2012-13 by Sears Holdings Corporation

AUDITORS & AUDITORS'' REPORT

M/s Deloitte, Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for re- appointment. The Company has received a certificate from M/s Deloitte, Haskins & Sells, Chartered Accountants, under Section 224(1) of the Companies Act, 1956 confirming their eligibility and willingness to accept the office of the Statutory Auditors for the year 2013-14, if re-appointed. They have also furnished Certificate of their Independence and copy of certificate issued by the Peer Review Board of the ICAI.

The Statutory Auditors of the Company have submitted Auditors'' Report on the accounts of the Company for the accounting year ended March 31, 2013. The Auditors'' Report for the year is self explanatory & do not contain any qualification/adverse remarks, hence need no comments. The observation in the Auditor''s Report for the year ended March 31, 2012 regarding non accounting of restatement loss on forward contracts and mark to market loss on open put derivative options stands resolved since the loss on forward contracts and derivative options has been accounted for at the time of settlement during the year under review

COST AUDIT

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and subject to the approval of the Central Government, the Board of Directors of your Company has re- appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as Cost Auditor for the financial year 2013-14 to carry out an audit of cost accounts of the Company in respect of textile, paper and chemical divisions. The Cost Audit Report for the previous financial year ended March 31, 2012 has been filed with Central Government within the prescribed time limit

The Cost Audit Report in respect of cost accounts for the financial year ended March 31, 2013 is required to be filed with the Central Government within 180 days from the close of financial year. The Cost Audit Report for the financial year ended March 31, 2013 is under finalization and shall be filed with the Central Government within the prescribed time limit

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

A statement giving details of conservation of energy technology absorption, foreign exchange earnings and outgo, in accordance with Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given as Annexure I hereto and forms part of this report

DISCLOSURE ON ESOP

The Company''s Employee Stock Options Plan, 2007 has been constituted in accordance with the Securities and

Exchange Board of India (Employee Stock Options Scheme & Employee Stock Purchase Scheme) Guidelines, 1999. The relevant disclosure on Company''s stock options scheme as per these guidelines has been provided in Annexure II hereto and forms part of this report

The Certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders would be placed at the Annual General Meeting for inspection by members

PARTICULARS OF THE EMPLOYEES

As per the provisions of Section 217(2A) of the Companies Act, 1956, the statement of particulars of the employees etc forms part of this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the abovesaid information is being sent to all the members and other entitled persons. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company

RESPONSIBILITY STATEMENT OF DIRECTORS

A Directors'' Responsibility Statement, setting out the requirements pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 is annexed as Annexure III hereto and forms part of this report

ACKNOWLEDGEMENTS

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large

Your Directors also wish to convey their appreciation for collective contribution & hard work of employees across all level. The Board, also, takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and their confidence in management and look forward to their continued support in future too For and on behalf of the Board

Place : Ludhiana Rajinder Gupta Deepak Nanda

Date : May 15, 2013 Chairman Wholetime Director

Mar 31, 2012

The Directors are pleased to present the 22nd Annual Report and Audited Accounts of Trident Limited for the financial year ended March 31, 2012.

Financial Results

The financial performance of your Company for the year ended March 31, 2012 is summarized below:

[Rs. million]

Particulars Current Year Previous Year

a) Net sales 27,322.8 25,206.5

b) PBIDT 3,202.4 4,140.2

c) Less : Finance costs 1,717.8 1,289.0

d) PBDT 1,484.6 2,851.2

e) Less : Depreciation 2,075.3 1,946.8

f) Profit/(Loss) before Tax (590.7) 904.4

g) Less : Provision for Tax (153.3) 233.6

h) Net profit / (loss) after Tax (437.4) 670.8

i) Earnings / (Loss) per share (Rs.) (1.59) 3.02

Corporate Overview

The Company operates in diversified business segments viz. Yarn, Terry Towel, Paper and Chemicals. The Company also has captive power plant to cater to needs of its various business segments.

Amalgamation of Trident InfoTech Limited & Trident Agritech Limited with the Company

During the year under review, the Hon'ble Punjab and Haryana High Court at Chandigarh has approved the Scheme of Arrangement for Amalgamation of Trident InfoTech Limited & Trident Agritech Limited with the Company vide its order dated September 29, 2011. Accordingly, the Scheme has become effective on November 21, 2011 and Trident InfoTech Limited & Trident Agritech Limited have been amalgamated into the Company w.e.f. April 1, 2011, the appointed date.

Results of Operations Financial Performance and review

The net sales of the Company for the year under review increased to Rs. 27,322.8 million as compared to Rs. 25,206.5 million in the previous financial year, registering a growth of approximately 8 percent. The Operating Profit (EBIDTA) for the year has been Rs. 3,202.4 million as compared to Rs. 4,140.2 million in the previous financial year, declined by about 23 percent due to unfavorable fluctuations in the raw material costs. The Company has incurred a net loss of Rs. 437.4 million during the year under review due to volatility in foreign exchange rates, higher amount of depreciation and interest attributable to expansion projects of the Company.

Total paid up capital of your Company has increased from Rs. 2,223.0 million to Rs. 3,058.4 million during the year under review, due to allotment of 32,174 equity shares under ESOP, 53,503,427 equity shares pursuant to amalgamation of Trident InfoTech Limited & Trident Agritech Limited with the Company & allotment of 30,000,000 equity shares pursuant to conversion of warrants issued on preferential basis.

A detailed discussion on financial and operational performance of the Company is given under "Management Discussion & Analysis Report" forming part of this Annual Report.

Dividend

Keeping in view the loss incurred during the year, ongoing expansion, modernization and other future investment possibilities in order to meet competition, your Directors have decided not to recommend any dividend for the year under review.

Contribution to the national exchequer

The Company contributed a sum of Rs. 293.9 million to the exchequer by way of central excise duty in addition to other direct and indirect taxes during the year under review.

Exports

Export sales accounted for 53 percent of net sales. During the year under review, export sales increased by 19 percent from Rs. 12,095.0 million in the previous year to Rs. 14,413.8 million in the current year.

Expansions / Modernization

Directors of the Company take pleasure in informing you that during the year, Company has completed first phase of yarn expansion project at a total Capital outlay of Rs. 11,170 millions. The commercial production under first phase of yarn expansion project has started on 65,280 spindles at Sanghera facility in Punjab w.e.f. February 6, 2012 and on 76,176 spindles at Budni facility in Madhya Pradesh w.e.f. March 24, 2012. The Company has also completed its Open End yarn spinning expansion project by installing 1,664 rotors at its Sanghera facility in Punjab and modernization of existing yarn facilities at a capital outlay of Rs. 733.5 millions. The Commercial production on these facilities has also started w.e.f. March 24, 2012.

With these expansion, the production capacity of yarn division has increased to 365,904 spindles and 3,584 rotors.

Under second phase of the yarn expansion project, Company envisage setting up of 134,448 spindles and 2,040 rotors including other balancing equipments and the commercial production on these facilities is expected to commence by third quarter of 2013.

Subsidiaries

The Company did not have any subsidiary company during the year under review.

Directors

In accordance with the provisions of Articles of Association of the Company, all the Directors, for the time being, except the Managing Director & Whole time Director, shall retire annually and accordingly, Mr. Rajinder Gupta, Ms. Pallavi Shroff, Mr. Rajiv Dewan, Dr. M A Zahir and Ms. Kavita Singh, Directors are retiring at the ensuing Annual General Meeting. All retiring Directors except Ms. Kavita Singh, offer themselves for re-appointment. The Board has recommended appointment of Mr. Sanjay Jain as a Director of the Company in place of Ms. Kavita Singh, who does not seek re-appointment. Your Directors recommend the aforesaid appointments for your approval.

Mr. Anurag Agarwal, ceased to be Director of the Company w.e.f. May 16, 2011. Ms. Kavita Singh was appointed as Additional Director w.e.f. August 3, 2011 & as Director w.e.f. September 30, 2011.

Mr. Raman Kumar resigned as Director and Whole time Director of the Company w.e.f. November 12, 2011. Mr. Deepak Nanda was appointed as Additional Director & Whole time Director of the Company w.e.f. November 12, 2011. Further, Mr. S. K. Tuteja resigned as Director of the Company w.e.f. February 3, 2012 and also relinquished the office of Chairman from that date.

The Board places on record its appreciation of the services rendered by Mr. Anurag Agarwal, Mr. Raman Kumar and Mr. S K Tuteja during their respective tenures.

Further, the Board has approved the appointment of Mr. Rajinder Gupta as Chairman of the Company in a non-executive capacity w.e.f. April 23, 2012 and accordingly, Mr. Rajinder Gupta relinquished the office of Managing Director of the Company from that date. Mr. Abhishek Gupta was appointed as Additional Director of the Company w.e.f. March 30, 2012 and as Managing Director of the Company w.e.f. April 23, 2012.

Fixed Deposits

During the year under review, your Company has not accepted any fixed deposits and no amount of principal or interest was outstanding as of balance sheet date.

No Default

The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.

Corporate Governance

Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.

Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.

Detailed compliances with the provisions of Clause 49 of the Listing Agreement for the year 2011-12 has been given in Corporate Governance Report, which is attached and forms part of this report. The Auditors' certificate on compliance with corporate governance norms is also attached thereto.

Human Resource Development and Industrial Relations

The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion & Analysis Report.

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

Recognitions & Awards

During the year under review, your Company has been conferred with following awards and recognitions:

- JC Penny- Innovation Award 2010 for "Air Rich" range of ultra premium towels.

- 2nd Position in CONCOR EXIM Star Award in the category of "Exporter-Northern Region" by Container Corporation of India Ltd.

- Silver trophy for "Top Exporters -Terry Towels" in the category of 'Madeups' and the Bronze trophy for "Highest Global Exports" for the year 2010-11.

- The Annual Report of the Company has been awarded the Bronze Award in Conglomerates Category at the 2011 Spotlight Awards hosted by "League of American Communications Professionals."

Auditors & Auditors' Report

M/s Deloitte, Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for re- appointment. The Company has received a certificate from M/s Deloitte, Haskins & Sells, Chartered Accountants, under Section 224(1) of the Companies Act, 1956 confirming their eligibility and willingness to accept the office of the Statutory Auditors for the year 2012-13, if re-appointed. They have also furnished Certificate of their Independence and copy of certificate issued by the Peer Review Board of the ICAI.

The Statutory Auditors of the Company have submitted Auditors' Report on the accounts of the Company for the accounting year ended March 31, 2012. In their report, they have made an observation that restatement loss on forward contracts and mark to market loss on open put derivative options has not been accounted.

As you are aware that a major part of revenue of your Company comes from export sales and as such Company has foreign currency fluctuation exposure. Your Company hedges its foreign currency fluctuation exposure by way of forward contracts and foreign currency derivative options. During the previous years, the Company has hedged its foreign currency fluctuation exposure by taking various derivative options from various banks having maturity up to January 2013. The Company has not accounted for restatement loss on forward contracts and mark to market loss on open put derivative options in view of the significant currency fluctuations associated with the exchange rates for the year ended March 31, 2012. In view of the significant fluctuations associated with these contracts, the loss on forward contracts and derivative options will be provided on settlement basis.

The Auditors' have also pointed out that declaration under section 274(1 )(g) of the Companies Act, 1956 has not been received from one of the independent Directors.

The Company has received declaration (in form DD-A) from Ms. Kavita Singh, IAS, at the time of her appointment on the Board of the Company. However, annual declaration under section 274(1 )(g) of the Companies Act, 1956 was not received by the Company from Ms. Kavita Singh. In accordance with the provisions of Articles of Association of the Company, Ms. Kavita Singh is retiring at the ensuing Annual General Meeting and does not seek re-appointment. The Board has recommended appointment of Mr. Sanjay Jain as a Director of the Company in place of Ms. Kavita Singh.

The other points of Auditors' Report are self-explanatory and need no comments.

Cost Audit

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and subject to the approval of the Central Government, the Board of Directors of your Company has re-appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as Cost Auditors for the financial year 2012-13 to carry out audit of cost accounts of the Company in respect of textile, paper and chemical divisions. The Cost Audit Report for the previous financial year ended March 31, 2011 has been filed with Central Government within the prescribed time limit.

The Cost Audit Report in respect of cost accounts for the financial year ended March 31, 2012 is required to be filed with the Central Government within 180 days from the close of financial year. The Cost Audit Report for the financial year ended March 31, 2012 is under finalization and shall be filed with the Central Government within the prescribed time limit.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given as Annexure I hereto and forms part of this report.

Disclosure on ESOP

The Company's Employee Stock Options Plan, 2007 has been constituted in accordance with the Securities and Exchange Board of India (Employee Stock Options Scheme & Employee Stock Purchase Scheme) Guidelines, 1999. The relevant disclosure on Company's stock options scheme as per these guidelines has been provided in Annexure II hereto and forms part of this report.

The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders. The Certificate would be placed at the Annual General Meeting for inspection by members.

Particulars of the Employees

As per the provisions of Section 217(2A) of the Companies Act, 1956, the statement of particulars of the employees, etc forms part of this report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Annual Report excluding the above said information is being sent to all the members and other entitled persons. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Responsibility Statement of Directors

A Directors' Responsibility Statement, setting out the requirements pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 is annexed as Annexure III hereto and forms part of this report.

Acknowledgements

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large.

Your Directors also wish to convey their appreciation for collective contribution & hard work of employees across all level. The Board, also, takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and their confidence in management and look forward to their continued support in future too.

For and on behalf of the Board

Place : Ludhiana Rajinder Gupta Abhishek Gupta

Date : May 25, 2012 Chairman Managing Director

Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the 21st Annual Report and Audited Accounts of Trident Limited for the financial year ended March 31, 2011.

Financial Results

The financial performance of your Company for the year ended March 31, 2011 is summarised below:

[Rs. million] Particulars Current Year Previous Year

a) Net sales 25,374.6 18,033.6

b) PBIDT 4,158.3 3,559.9

c) Less : Interest 1,263.4 1,046.1

d) PBDT 2,894.9 2,513.8

e) Less : Depreciation 1,946.8 1,744.4

f) Profit before Tax 948.1 769.4

g) Less: Foreign Exchange gain/(loss) (43.7) 161.0

h) Profit/(Loss) before Tax 904.4 930.4

i) Less : Provision for Tax 233.6 365.8

j) Net Profit after Tax 670.8 564.6

k) Add : Profit brought 2,180.9 1,616.3 forward

l) Balance available for Appropriations 2,851.7 2,180.9

m) Proposed Dividend 331.0 -

n) Tax on Proposed Dividend 53.7 -

o) Transfer to General Reserve 20.0 -

p) Balance carried to Balance sheet 2,447.0 2,180.9

q) Earnings Per Share (Rs.) 3.02 2.54

Change of Name of the Company

The Company has changed its name from "Abhishek Industries Limited" to "Trident Limited" pursuant to a fresh Certificate of Incorporation issued by the Registrar of Companies, Chandigarh w.e.f. April 18, 2011. The change of name is part of our branding strategy to reconcile the name of the Company with its brands and trade marks by which the Company is known to the world.

Corporate Overview

The Company operates in diversified business segments viz. yarn, terry towel, paper and chemicals and has captive power plant to cater to the need of its business segments.

Proposed Amalgamation

During the year under review, your Directors have considered and approved the Scheme of Arrangement for Amalgamation of Trident Infotech Limited, Trident Agritech Limited with the Company.

The proposed amalgamation is subject to the necessary approval of the High Court for the states of Punjab & Haryana at Chandigarh.

Results of Operations

Financial Performance and Review

The net sales of the Company for the year under review increased to Rs. 25,374.6 million as compared to Rs. 18,033.6 million in the previous financial year, registering a growth of approximately 41 percent. The Operating Profit (EBIDTA) for the year has increased by Rs. 598.4 million in absolute terms, a growth of approximately 17 percent as compared to last year. During the year under review, Company has earned a net profit of Rs. 670.8 million, registering an increase of 19 percent as compared to the last financial year.

The Company's earnings per share was Rs. 3.02 and cash earning per share was Rs. 11.78 during the current year.

A detailed discussion on financial and operational performance of the Company is given under "Management Discussion & Analysis Report" forming part of this annual report.

Dividend

The Directors of your Company are pleased to recommend a dividend of Rs. 1.20 per equity share.

The register of members and share transfer books shall remain closed from Saturday, September 24, 2011 to Friday, September 30, 2011, both days inclusive, for the purposes of the Annual General Meeting and payment of dividend.

Contribution to the national exchequer

The Company contributed a sum of Rs. 206.7 million to the exchequer by way of central excise duties in addition to other direct and indirect taxation during the year under review.

Exports

Export sales accounted for 48 percent of net sales. During the year under review, export sales increased by 44 percent from Rs. 8,394.8 million in the previous year to Rs. 12,095.0 million in the current year.

Expansions / Modernisation

Directors of the Company take pleasure in informing you that during the year, Company has completed expanding its manufacturing capacities of terry towel towards which the Company has installed 14 new looms. With this expansion, the total production capacity of the Company's terry towel division has increased to 388 looms. The commercial production on the new facilities commenced from January 15, 2011.

The Company has undertaken further expansion for its yarn spinning facilities which envisage setting up of 275,904 spindles & 2,040 rotors including other balancing equipment at a total capital outlay of Rs. 1,117 crores. The commercial production on these facilities is expected to commence in a phased manner to be completed by the third quarter of 2013.

Further, the Company proposes to set up an Open End Yarn Spinning Expansion Project by installing 1,344 rotors (4 open end machine of 336 rotors each) with an estimated investment of Rs. 73.35 crores. Out of this proposed investment, Rs. 17 crores is proposed to be incurred on modernisation of existing yarn facilities.

Subsidiaries

During the year, Abhishek Global Ventures Limited, a wholly- owned subsidiary of the Company has ceased to be a subsidiary of the Company pursuant to the Scheme of Arrangement of Amalgamation of Abhishek Global Ventures Limited with Trident Corporation Limited; this was sanctioned vide order of the Hon'ble High Court of Punjab & Haryana at Chandigarh dated January 18, 2011. The effective date of the amalgamation is February 9, 2011. Consequent to this, Abhishek Global Ventures Limited, ceased to be a subsidiary of the Company w.e.f. February 9, 2011. However, due to this arrangement, your Company was allotted 900,000 equity shares of Trident Corporation Limited.

Further, during the year under review, your Company has divested its 51 percent holding in Abhishek Industries Inc, USA. Consequent to this, Abhishek Industries Inc, USA ceased to be subsidiary of the Company w.e.f. March 30, 2011. As on the date of this report, the Company holds 24,500 Common Stocks (equity shares) of Abhishek Industries Inc, USA. Accordingly, the Company has no subsidiary as on the last day of the financial year under review.

Directors

During the year under review, in accordance with the provisions of Articles of Association of the Company, all the directors, for the time being, except the Managing Director & Wholetime directors, shall retire annually and accordingly Mr S.K. Tuteja, Ms. Pallavi Shroff, Mr. Rajiv Dewan and Dr. M A Zahir, Directors are retiring at the ensuing Annual General Meeting. All retiring directors, offer themselves for re-appointment.

During the year under review, Mr Anurag Agarwal ceased to be the director of the Company w.e.f. May 16, 2011 consequent to withdrawal of his nomination by PSIDC.

Fixed Deposits

During the year under review, your Company has not accepted any fixed deposits and no amount of principal or interest was outstanding as of balance sheet date.

No Default

The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.

Corporate Governance

Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drives it towards meeting business objectives while ensuring ethica conduct with all stakeholders and in all systems and processes.

Your Company proactively works towards strengthening relationship with all constituents of the system through corporate fair practices, transparency and accountability. In your Company, prime importance is given to reliable financia information, professional integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.

Detailed compliances with the provisions of Clause 49 of the Listing Agreement for the year 2010-11 has been given in Corporate Governance Report, which is attached and forms part of this report. The Auditor's certificate on compliance with corporate governance norms is also attached thereto.

Human Resource Development and Industrial Relations

The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities for employees to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion & Analysis Report.

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

Recognitions & Awards

During the year under review, your Company has been conferred with following awards and recognitions:

-Rajiv Gandhi National Quality Award 2009 organised by the Bureau of Indian Standards

- Forest Stewardship Council's (FSC) Chain of Custody Certificate for its responsible sourcing of pulpwood fiber

- Silver trophy for "Top Exporters - Madeups" in the category of Towels' and the Bronze trophy for "Highest Global Exports for textiles" for the year 2009-10 by Texprocil

-ÃSustainability (Trading Area -South Asia) Award for the year 2010' by IKEA

Auditors & Auditors' Report

M/s Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for re- appointment. The Company has received a certificate from M/s Deloitte, Haskins & Sells, Chartered Accountants, under Section 224(1) of the Companies Act, 1956 confirming their eligibility and willingness to accept the office of the Statutory Auditors for the year 2011-12, if re-appointed.

The Statutory Auditors of the Company have submitted Auditors' report on the accounts of the Company for the accounting year ended March 31, 2011. In their report, they have made an observation that loss on valuation of open put derivative options could not be determined by the Company due to certain reasons as specified in Note 17 of the Notes to Accounts. The ultimate outcome of these transactions and their effect on these accounts cannot be ascertained at this stage.

As you are aware that a major part of revenue of your Company comes from export sales and as such Company has foreign currency fluctuation exposure. Your Company hedges its foreign currency fluctuation exposure by way of foreign currency derivative options. The Company has taken various foreign currency options from various banks and as at March 31, 2011, there were certain open put options outstanding having a maturity period up to January 2013. These derivative options are proprietary products of banks, which do not have a ready market and as such are marked to a model, which is usually bank specific instead of being marked to market. In the view of the significant uncertainty associated with the above derivative options whose ultimate outcome depends on future events, the loss if any, on such open derivative options cannot be determined at this stage.

The other points of Auditors' Report are self-explanatory and needs no comments.

Cost Audit

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and subject to the approval of the central government, the Board of Directors of your Company has re- appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as Cost Auditor for the accounting year 2011-12 to carry out an audit of cost accounts of the Company in respect of the textile, paper and chemical divisions.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given as Annexure I hereto and forms part of this report.

Disclosure on ESOP

The Company's Employee Stock Options Plan, 2007 has been constituted in accordance with the Securities and Exchange Board of India SEBI (Employee Stock Options Scheme & Employee Stock Purchase Scheme) Guidelines, 1999. The relevant disclosure on Company's stock options scheme as per these guidelines has been provided in Annexure II hereto and forms part of this report.

Particulars of the Employees

As per the provisions of Section 217(2A) of the Companies Act, 1956, the statement of particulars of the employees, etc. forms part of this report; however, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the abovesaid information is being sent to all the members and other entitled persons. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Responsibility Statement of Directors

A Directors' Responsibility Statement, setting out the requirements pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 is annexed as Annexure III hereto and forms part of this report.

Acknowledgements

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large.

Your Directors also wish to convey their appreciation for collective contribution & hard work of employees across all level. The Board, also, takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and support provided by them to the Company and their confidence in its management and look forward to their continued support in future too.

For and on behalf of the Board

S K Tuteja Rajinder Gupta Chairman Managing Director

Place : New Delhi Date : May 16, 2011

Mar 31, 2010

The Directors are pleased to present the 20th annual report and audited accounts of the Company for the year ended March 31, 2010.

Financial Results

The financial performance of your Company for the year ended March 31, 2010 is summarised below:

[Rs million]

Particulars Current Year Previous Year

a) Net sales 18,033.6 13,980.6

b) PBIDT 3,559.9 2,569.5

c) Less : Interest 1,046.1 797.4

d) PBDT 2,513.8 1,772.1

e) Less : Depreciation 1,744.4 1,159.3

f) Profit before tax 769.4 612.8

g) Less: Foreign Exchange gain/(loss) 161.0

h) Profit/(Loss) before tax and exceptional item 930.4 612.8

i) Less: Exceptional item - Foreign Exchange gain/(loss) (1,440.7)

j) Profit before tax and after exceptional item 930.4 (827.9)

k) Less : Provision for tax 365.8 (297.5)

l) Net profit /(Loss) 564.6 (530.4)

m) Add : Profit brought forward 1,616.3 2,146.7

n) Amount carried to balance sheet 2,180.9 1,616.3

o) Earning per share (Rs) 2.54 (2.64)

Corporate Overview

The Company operates in diversified business segments viz. Yarn, Terry Towel, Paper and Chemical and has captive power plant to cater to needs of its business segments. As on the date of report, the Company is having following manufacturing capacities installed & operational:

Textile

Terry towels 374 looms

Yarn 2,24,448 spindles

Yarn processing 6,825 tpa

Open end yarn 1,920 Rotors

Paper & Chemicals

Writing & printing paper 1,75,000 tpa

Sulphuric acid 1,00,000 tpa

Caustic soda 110 tpd

Energy

Co-generation of Power 50 MW

Steam 338 tph

Results of Operations

Financial review

The net sales of the Company for the year under review increased to Rs 18033.6 million as compared to Rs 13980.6 million in the previous financial year, registering a growth of 29

percent. The Operating Profit for the year has increased by Rs 990.5 million in absolute terms, a growth of approximately 39 percent as compared to last year. During the year under review, Company has earned a net profit of Rs 564.6 million, registering an increase of 206 percent as compared to last financial year.

The Company had Earning per share of Rs 2.54 and Cash earning per share was Rs 10.39 during the current year.

Analysis of other relevant figures of balance sheet and profit and loss account is given in ÃManagements discussion and analysis reportÃ forming part of Annual Report.

Performance Review

A detailed discussion on performance of operations of the Company is given elsewhere in this Annual Report under ÃManagements discussion and analysis reportÃ.

Dividend

Keeping in view overall performance, future expansion and modernisation projects in order to meet competition, your directors have decided not to recommend any dividend for the year under review.

Contribution to the national exchequer

The Company contributed a sum of Rs 185.9 million to the exchequer by way of central excise duty in addition to other direct and indirect taxes during the year under review.

Exports

Export sales accounted for 47 percent of net sales. During the year under review, export sales increased by 22 percent from Rs 6861.5 million in the previous year to Rs 8391.9 million in the current year.

Expansions / Modernisation

Directors of the Company takes pleasure in informing you that during the year under review, a new unit of terry towel has been commissioned under which Company has upgraded 18 looms and installed 24 new looms. This new unit has been commissioned under the Textile park being developed by Lotus Integrated Texpark Limited, a special purpose vehicle promoted by Trident Group under the Scheme of Integrated Textile Parks (SITP) of Government of India. With completion of this expansion, the total production capacity of the Terry Towel division of AIL has increased to 374 looms. The project has been completed with a capital outlay of Rs 359.8 million and commercial production on the new facilities has been started with effect from January 2, 2010.

During the year under review the Company has fully stabilised the operations of its paper project which was completed during the financial year 2008-9 and has launched its new copier paper ÃTrident Natural in the premium segment. In copier segment, the Company has attained respectable position through its already existing brands - ÃSpectra and ÃMy Choice. With launch of new brand, the Company has joined the league of companies offering products in the high-end & eco-friendly copier paper segment.

You would be pleased to note that your Company has successfully commissioned the Yarn Spinning project at Budni, Madhya Pradesh. The Company has commissioned two units of yarn spinning under this project. This project at Budni was commissioned in a phased manner and with commissioning of second yarn unit at Budni (this being the sixth yarn unit of the Company), a total of 98,496 spindles have become operational at Budni location. Post completion of this expansion, the total yarn spinning capacity of Company has increased to 2,24,448 spindles.

Further, the Board of your Company has accorded its In-principle approval for expansions of its Textile Operations including Spinning, Terry Towels, Sheeting with co-generation of power with an estimated investment of about Rs 30,000 million, within the Company or through any Special Purpose Vehicle promoted by the Company.

Subsidiaries

As on the last day of financial year under review, Company had one foreign subsidiary, i.e. Abhishek Industries Inc, a wholly owned subsidiary situated at USA; apart from one Indian wholly owned subsidiary Abhishek Global Ventures Limited. The Ministry of Corporate Affairs, Government of India, vide its letter no. 47/227/2010-CL-III dated April 15, 2010 has granted exemption to the Company from attaching balance sheet, profit & loss accounts, etc of the aforesaid subsidiary Companies to the accounts of the Company for the financial year 2009-10. The Annual accounts of the subsidiary companies alongwith the reports of the Directors and Auditors thereon and all related detailed information are open for inspection by any investor including investor of subsidiary companies at the head office of the Company and of the subsidiary companies concerned. The Company will make available these documents to investors including investors of subsidiary companies upon receipt of request from them. The investors, if they desire, may write to the Company to obtain a copy of the financials of the subsidiary companies.

A statement giving information on the financials of subsidiaries for the year ended March 31, 2010 and the consolidated financial statements prepared by the Company in accordance with Accounting Standard are given in the Annual Report for the reference of the members.

During the year under review, the Company has disinvested its entire holding in Abhishek Europe SA, Neuchtel. Consequent to this, Abhishek Europe SA has ceased to become subsidiary of the Company w.e.f. May 18, 2009 and the Company does not have any control on the said subsidiary with effect from that day.

Directors

During the year under review, in accordance with the provisions of Articles of Association of the Company, all the directors, for the time being, except the Managing Director & Wholetime Director, shall retire annually and accordingly Mr S.K. Tuteja, Ms. Pallavi Shroff, Ms. Ramni Nirula and Mr Rajiv Dewan, Directors are retiring at the ensuing Annual General Meeting. All retiring directors, offer themselves for re-appointment.

Further Mr Karan Avtar Singh ceased to be directors of the Company consequent to withdrawal of his nomination by Punjab State Industrial Development Corporation Limited (PSIDC).

Fixed Deposits

During the year under review, your Company has not accepted any fixed deposits and no amount of principal or interest was outstanding as of balance sheet date.

No Default

The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.

Corporate governance

Your Company is committed to adhere to the best practices & highest standards of Corporate governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards Corporate governance. The well-defined vision and values of the Company drives it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.

Your Company proactively works towards strengthening relationship with constituent of system through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.

Detailed compliances with the provisions of Clause 49 of the Listing Agreement for the year 2009-10 has been given in Corporate governance Report, which is attached and forms part of this report. The Auditors certificate on compliance with Corporate governance norms is also attached thereto.

Human Resource Development and Industrial Relations

The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Managements discussion and analysis report.

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

Recognitions & Awards

During the year under review, your Company has been conferred with following awards and recognitions:

Gold Trophy for outstanding export performance for ÃTop Exporters Ã MadeupsÃ in the Category of ÃTowelsÃ for the year 2008-9 by ÃThe Cotton Textiles Export Promotion Council (TEXPROCIL)

Bronze Trophy for the Highest Global ExportsÃ for textiles for the year 2008-9 by ÃThe Cotton Textiles Export Promotion Council (TEXPROCIL)

IKEA Best Supplier TASA (Trade Area South Asia) Quality Award for year 2008-9

The Ministry of Commerce & Industry, Government of India, has granted the status of Star Trading House to the Company on the basis of export performance of the Company.

Auditors & Auditors Report

M/s Deloitte, Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for re- appointment. The Company has received a certificate from M/s Deloitte, Haskins & Sells, Chartered Accountants, under Section 224(1) of the Companies Act, 1956 confirming their eligibility and willingness to accept the office of the Statutory Auditors for the year 2010-11, if re-appointed.

The Statutory Auditors of the Company have submitted Auditors Report on the accounts of the Company for the accounting year ended March 31, 2010. In their report, they have made an observation that loss on valuation of open put derivative options could not be determined by the Company due to certain reasons as specified in Note 18 of the Notes to Accounts. The ultimate outcome of these transactions and their effect on these accounts cannot be ascertained at this stage.

As you are aware that a major part of revenue of your Company comes from export sales and as such Company has foreign currency fluctuation exposure. Your Company hedges its foreign currency fluctuation exposure by way of foreign currency derivative options. The Company has taken various foreign currency options from various banks and as at March 31, 2010, there were certain open put options outstanding having a maturity period up to January 2013. These derivative options are proprietary products of banks, which do not have a ready market and as such are marked to a model, which is usually bank specific instead of being marked to market. In the view of the significant uncertainty associated with the above derivative options whose ultimate outcome depends on future events, the loss if any, on such open derivative options cannot be determined at this stage.

The other points of Auditors Report are self-explanatory and needs no comments.

Cost Audit

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and subject to the approval of the Central Government, the Board of Directors of your Company has re- appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as Cost Auditor for the accounting year 2010-11 to carry out an audit of cost accounts of the Company in respect of textile, paper and chemical divisions.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given as Annexure I hereto and forms part of this report.

Disclosure on ESOP

The Abhishek Employee Stock Options Plan, 2007 has been constituted in accordance with the Securities and Exchange Board of India (Employee Stock Options Scheme & Employee Stock Purchase Scheme) Guidelines, 1999. The relevant disclosure on Companys stock options scheme as per these guidelines has been provided in Annexure II hereto and forms part of this report.

Particulars of the Employees

As per the provisions of Section 217(2A) of the Companies Act, 1956, the statement of particulars of the employees, etc forms part of this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the abovesaid information is being sent to all the members and other entitled persons. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Responsibility Statement of Directors

A Directors Responsibility Statement, setting out the requirements pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 is annexed as Annexure III hereto and forms part of this report.

Acknowledgements

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large.

Your Directors also wish to convey their appreciation for collective contribution & hard work of employees across all level. The Board, also, takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and support provided to the Company and their confidence in its management and look forward to their continued support in future too.

For and on behalf of the Board

Place : New Delhi S K Tuteja Rajinder Gupta

Date : May 3, 2010 Chairman Managing Director

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