Directors Report of Triochem Products Ltd.

Mar 31, 2025

Your directors have great pleasure in presenting the 53^rd Annual Report together with the Audited Financial
Statements of the Company for the financial year ended March 31,2025.

1. RESULTS OF OUR OPERATION AND STATE OF AFFAIRS

a) Financial Highlights

The audited financial statement of the Company as on March 31, 2025, are prepared in accordance with
the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulation 2015 (“Listing Regulations”) and provisions of the Companies Act, 2013
(“Act”).

Particulars	For the Year ended
	March 31,	March 31,
	2025	2024
Revenue from Operation	-	-
Other Income	105.01	102.96
Total Income	105.01	102.96
Earnings Before Interest, Taxes, Depreciation and Amortization	(16.94)	(8.38)
Less: Finance Cost	-	-
Less: Depreciation and Amortization Expense	7.68	8.97
Profit before exceptional items and tax	(24.62)	(17.35)
Exceptional Items	-	(115.65)
Profit Before Tax	(24.61)	(133.00)
Less: Tax Expense	15.39	(31.67)
Profit for the period from continuing operations	(40.01)	(101.33)
Profit before tax from discounted operations	-	-
Tax expense of discontinued operations	-	-
Profit for the period from discontinued operations	-	-
Profit for the period	(40.01)	(101.33)
Other Comprehensive Income (net of tax)	(55.33)	403.63
Total Comprehensive Income	(55.33)	403.63
Opening balance in Retained Earnings	994.99	1014.41
Closing balance in Retained Earnings	954.98	994.99

* Previous year’s figure has been recasi/restated. The above figures are extracted from the audited
standalone financial statements of the Company as per the India Accounting Standards (IND AS).
Equity shares are at par value of Rs. 10 per share.

b) Overview of Company’s Financial Performance and State of Affairs:

During the financial year 2024-25, revenue from operations is Rs. Nil. The loss after tax for the current
year is Rs.40.01 lakhs against loss of Rs.101.33 lakhs in the previous year.

The Company has temporarily reduced activity after the Covid-19 pandemic. The business that requires
personal presentation & relationship building has taken a tremendous hit & is unlikely to see any
possibility of revival in the immediate future, business from the regular customers is shrink, we do not
see significant improvement. Therefore, the Company has temporarily reduced activities till a clearer
picture emerges.

The Company is taking all necessary measures in terms of mitigating the impact of the challenges being
faced in the business. The Company is working towards being resilient in order to sail through the
current situation, ft is focused on controlling the fixed costs, maintaining liquidity and closely
monitoring the supply chain to ensure that the manufacturing facilities to restart smoothly. The market
is expected to be stable during the end of FY2025-26, with the expectation of an improvement in the
market conditions during the year, the Company will endeavor to perform better than last year.

As regards to infrastructure, Your Company’s head office and factory are adequately equipped to
provide complete support to the customer. Internal control systems have been well established and
cost consciousness in factory operation will lead to improved profitability in the long run.

The Company has sufficient liquidity to meet its financial obligations, and we are also making regular
payments to our suppliers, employees, and other people concerned. The liquidity position of the
company is in a comfortable zone. Your Directors are confident that the company will improve its
performance in the current year

c) Projects And Expansion Plans

The Company assesses the future infrastructure requirements and continuously invests in the same on
a needy basis. During the financial year under review the Company has not spent any amount on
capital expenditure.

d) Dividend

Since there is a loss, the directors are unable to recommend any dividend for the financial year ended
March 31, 2025. The Dividend Distribution Policy of the Company is set out as ‘‘Annexure A” and the
same is posted on the Company’s website at following the link:

httPS:/Avww.triochemproducts.com4iploads/Investor-relations/pdfs/dividend-distribution-policy-24-

2907.pdf

e) Investor Education and Protection Fund (IEPF)

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore,
there were no hinds which were required to be transferred to the Investor Education and Protection
Fund (IEPF).

f) Transfer to Reserves

The Board does not propose to transfer any amount to general reserve. The Board of Directors has
decided to adjust the entire amount of loss for FY 2024-25 in the profit and loss account.

g) Insurance

All properties and insurable interests of the Company, including budding, plant and machinery and
stock have been fully insured.

h) Particulars of Loans, Guarantees or Investments

During the year under review, the Company has made investment as on March 31, 2025, are set out in
Notes to the Financial Statements of the Company. Further, the Company has not given any loans or
corporate guarantee or provided any security covered under the provisions of section 186 of the
Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014.

i) Particulars of Contracts or Arrangements Made with Related Parties

Prior omnibus approval is obtained for related party transactions which are of repetitive nature and
entered in the ordinary course of business and on an arm’s length basis. All related party transactions
are placed before the Audit Committee for review and approval.

All Related Party Transactions entered during the year were on an Ordinary Course of the Business and
at Arm’s Length basis. No material related party transactions were entered during the Financial Year by
your Company. Accordingly, no disclosure is made in respect of related party transactions, as required
under section 134(3) (h) of the Act in Form AOC-2 is not applicable. Members may refer to note no. 31
of the financial statements which set out related party disclosures pursuant to IND AS-24.

j) Material Changes and Commitments Affecting Financial Position Between The End of The Financial
Year and Date of the Report

There are no material changes and commitments which affect the financial position of the Company
that have occurred between the end of the financial year to which the financial statements relate and
the date of this report i.e. between 31^st March 2025 to 24^th May 2025.

k) Deposits

The Company has not accepted any deposits from the public/members during the year under review
within the meaning of sections 73 and 74 of the Companies Act, 2013 read together with the
Companies (Acceptance of Deposits) Rules, 2014, and accordingly, no amount on account of principal
or interest on public deposits was outstanding as on 31st March 2025.

l) Insolvency and Bankruptcy Code, 2016

^s=&iring the year under review, no application was made, or any proceeding was pending under the
^R^^^^hency and Bankruptcy Code, 2016 (31 of 2016).

m) One Time Settlement with Bank / Financial Institutions

During the year under review, no one time settlement was done with any of the Banks or Financial
Institution.

n) Subsidiaries, Joint Ventures & Associate

The Company does not have any subsidiaries, joint ventures, or associated companies, therefore
disclosures in Form AOC-1 are not provided in this report. The policy for determining Material
Subsidiaries in terms of Regulation l6(l)(c) of the Listing Regulation is not applicable to the Company.
The Company is also not a subsidiary of any other company

o) Change in The Nature of Business

There were no change in the nature of business of the Company during the financial year.

2. CAPITAL STRUCTURE OF THE COMPANY

a) Authorized Share Capital

The Authorized Share Capital of the Company as at March 31,2025, was Rs.25,00,000/- (Rs. Twenty-Five
Lakh Only) divided into 2,50,000 (Two Lakh Fifty Thousand) Equity shares of Rs.10/- each.

b) Issued, Subscribed & Paid-up Share Capital

The Paid-up Equity share capital as at March 31, 2025, was Rs.24,50,000/- (Rs. Twenty-Four Lakh Fifty
Thousand only) divided into 2,45,000 (Two Lakh Forty-Five Thousand) Equity shares having face value
of Rs.10/- each fully paid up. There was no change in the paid-up share capital of the Company during
the financial year 2024-25.

During the year under review, the Company has not issued any shares with differential voting rights nor
granted any stock neither options nor sweat equity.

3. MANAGEMENT DISCUSSION AND ANALYSIS

a) Industry Structure and Development

(1) Global Pharma Industry Review

The world pharmaceutical industry is one of the top performing industries globally. New
medications are constantly being developed, approved and marketed, resulting in significant
market growth. Other market growth drivers include the aging population, as seniors use more
medicines per capita and there is a rise in the prevalence and treatment of chronic diseases. The
revenue in this sector is anticipated to exhibit an annual growth rate (CAGR 2024-2028) of 6.19%,
resulting in a market volume of US|l,470.00bn by 2028.
https://www.statista.com/outlook/hmo/Dhaimaceuticals/worldwide

(2) Indian Pharma Industry Review

The Indian pharmaceutical industry ranks third globally in pharmaceutical production by volume
and is known for its generic medicines and low-cost vaccines. India is one of the biggest suppliers
of low-cost vaccines in the world. Major segments of Indian Pharmaceutical Industry include
generic drugs, OTC medicines, bulk drugs, vaccines, contract research & manufacturing,

lumbai )311

/ *v./l

biosimilars and biologies. Because of the low price and high quality, Indian medicines are
preferred worldwide, making it “pharmacy of the world”.

The pharmaceutical industry in India is currently valued at $50 Bn. India is a major exporter of
Pharmaceuticals, with over 200 countries served by Indian pharma exports. India supplies over
50% of Africa’s requirement for generics, —40% of generic demand in the US and —25% of all
medicine in the UK. India also accounts for —60% of global vaccine demand, and is a leading
supplier of DPT, BCG and Measles vaccines. 70% of WHO’s vaccines (as per the essential
Immunization schedule) are sourced from India.
https://www.investindia.gov.in/sector/pharmaceuticals

The Indian pharmaceutical industry is projected to grow at a CAGR of over 10% to reach a size of
US$ 130 billion by 2030 https: //www. ibef. org/industry/pharmaceutical-india

(3) Key Trends in the Pharma Industry

Changing Government and Regulatory Landscape: Tightening of policy and faster regulatory
approvals are increasing competition, requiring companies to be right ‘first time’. With increased
vigilance from regulators, a focus on quality assurance and control has become even more critical.

Shifting Industry Dynamics: shift from “Make in India” to “Develop in India”, increased
globalization, a focus on value addition versus pricing, and change from a competitive to
collaborative mind-set

The emergence of New Go-to-Market Models: managing multiple channels and consumers is
becoming increasingly critical. The rising role of pharmacists vs. physicians, and patient
empowerment are drivers.

Digital: Backbone of Transformation- To remain competitive, companies need to demonstrate
agility in responding to the changing relationship dynamics triggered by new digital players and
invest in data and analytics capabilities.

(4) Active Pharmaceutical Ingredient

The Active Pharmaceutical Ingredient (API) is the vital, biologically active compound in
pharmaceutical products driving therapeutic effects. Whether chemically synthesized or sourced
from nature, APIs play a pivotal role globally in the pharmaceutical supply chain, serving as the
foundation for drug development and manufacturing. As the pharmaceutical industry evolves
towards cutting-edge therapeutics and innovative delivery systems, the demand for sophisticated
APIs is likely to increase.

(5) Global API Market

The global active pharmaceutical ingredients market size was estimated at USD 237.47 billion in
2023 and is expected to grow at a compound annual growth rate (CAGR) of 5.75% from 2024 to
s- 2030. Advancements in Active Pharmaceutical Ingredient (API) manufacturing growth of the

biopharmaceutical sector, and an increase in geriatric population are among the key drivers of API

market. An increase in prevalence of chronic diseases, such as cardiovascular diseases and cancer,
is anticipated to boost market growth.

https://www.grandviewresearch.com/industrv-analvsis/active-Dharmaceutical-ingredients-market

Favorable government policies for API production, along with changes in geopolitical situations,
are boosting market growth. The API market is undergoing immense changes due to supply chain
disruption by COVID-19. Countries such as India are being preferred over China for the export of
API owing to geopolitical situations and the demand to reduce dependence on China for API
products. Furthermore, governments of many countries have formulated plans and granted
incentives to promote the production of API.

(6) Indian API Market

The India active pharmaceutical ingredients market size was estimated at USD 18.29 billion in
2023 and is expected to grow at a CAGR of 1.7% from 2024 to 2030.
https://www.grandviewresearch.com/industry-analvsis/india-active-Dharmaceutical-ingredients-
market-report

The key factors boosting the growth of the active pharmaceutical ingredients market are the rising
drug research, rapid technological advancements and development activities for drug
manufacturing, the increasing importance of generics, and the increasing uptake of
biopharmaceuticals. However, the unfavorable drug price control policies across various nations
and high manufacturing costs are expected to hinder the market’s growth.

(7) Business Overview

Triochem Products Limited has been manufacturing and providing Active Pharmaceutical
Ingredients (API) since its inception in 1972. The Company has temporarily reduced activity after
the Covid-19 pandemic till a clearer picture emerges.

The Company is headquartered in Mumbai, and it has its manufacturing facility at Ambemath in
Maharashtra. The facility has all the required certifications from Indian authorities.

b) Opportunities, Threats, Outlook, Risks and Concerns

(1) Opportunities

The Indian pharmaceutical industry ranks third globally in pharmaceutical production by volume
and is known for its generic medicines and low-cost vaccines. India is one of the biggest suppliers
of low-cost vaccines in the world. The company is well placed to grow as the demand for the
product grows with the fact that this product is the fundamental product.

(2) Threats & Concerns

There is significant competition from other Active Pharmaceutical Ingredients (API) manufacturers
both within India and foreign, however the markets and volumes are quite large. Further, the
government’s actions towards price controls on pharmaceutical products might affect the price of
the products in the coming times. The ongoing geopolitical crises have led to supply chain
disruptions and rising cost of raw materials. Your company is also prone to these near-term risks.

The pandemic’s impact on the API market. The API market encountered significant challenges
during the recent global health crisis. Disruptions in worldwide supply chains and logistical
hurdles, including transportation restrictions and delays, impeded the timely acquisition of raw
materials and the distribution of finished forms. Moreover, stringent regulatory measures and
increased scrutiny of the pharmaceutical supply chain introduced complexities, resulting in delays
in production and approval processes. These collective challenges not only impacted production
capacity but also highlighted the need for resilience and adaptability in the API market, but there
are vulnerabilities due to the regional dominance and lack of global spread.

(3) Strengths

The company with existing registrations and regulatory approvals has an established customer
base in India and in various foreign countries that will enable it to further enhance their growth.

(4) Outlook

The rise in the aging population is one of the major drivers of the pharmaceutical API
manufacturing market. As the aging population increases, the demand for pharmaceutical drugs
also increases. API acts as a specialty drug in these medicines to cure a particular disease. For
instance, in October 2022, according to an article shared by WHO, a Switzerland-based specialized
agency of the United Nations responsible for international public health, 80% of senior citizens
will reside in low and middle-income nations by 2050.

The rise in chronic conditions is expected to propel the pharmaceutical API manufacturing market
going forward. Chronic conditions, also known as chronic diseases, refer to long-term health
conditions that last for extended periods, often for a person''s entire life, and typically cannot be
cured completely. The quality, effectiveness, and safety of the medication depend largely on the
API used. Pharmaceutical API manufacturing helps to produce essential medications for managing
chronic diseases. Or instance, in 2023, according to the National Library of Medicine, a US-based
government medical library, by 2035, nearly 36% of US adults aged 50 and older are projected to
have at least one chronic condition, with this number anticipated to rise to almost 48% by 2050.
Therefore, the rise in chronic conditions is driving the pharmaceutical API manufacturing market.

The oudook is positive for the company considering its product mix, market conditions and the
expected increase in the demand of the product. The focus is to operate with the highest
Environment, Health and Safety standards, while improving efficiency, unit costs and ensuring
business continuity.

c) Internal Control Systems and Their Adequacy

The Company’s defined organizational structure, documented policy guidelines and adequate internal
controls ensure efficiency of operations, compliance with internal policies, applicable laws and
regulations, protection of resources and assets and accurate reporting of financial transactions. The
Company continuously upgrades these systems in line with best available practices.

Human Resources

Human resources continue to be one of the critical assets of the organization. Attracting relevant talent
remains the Company’s key focus. It pays special attention to training, welfare and safety of its people,
strengthening human capabilities.

e) Investor Relations and Engagement

Investor Relations (IR) is playing an increasingly important role in today’s volatile world in enabling
companies to manage investor expectations. The objectives of Company’s investor relations activities
are to boost confidence and develop a long-term relationship of trust with stakeholders including
Shareholders, Investors & Analysts, through true and fair disclosure of information. To pursue these
objectives at all times, your Company continuously discloses necessary information.

I) Segment wise or Products wise Performance; Financial Performance and Ratios

The Company is a single segment Company engaged in the business of Bulk Drugs. During the year
under review, due to temporarily reduced activity due to the impact of Covid-19 pandemic. The
revenue from operations is Rs. Nil because of temporarily reduce in manufacturing activities. A detailed
financial overview of the Company for the FY 2024-25 is available on the first page of the Board’s
Report forming part of this Annual Report.

g) Key Financial Ratio

During the year under review, there has been no significant change in return on net worth and key
financial ratios as compared to the immediately previous financial year except the return of Equity and
Return on Investment.

All the key financial ratios have been disclosed in notes to financial statement. Reasons where variance
is more than 25% The Current ratio has increase due to the amount invested into Fixed Deposit in
previous year was withdrawn and reinvested into non-current investments.

h) Cautionary Statement

The management discussion and analysis report contain statements which are forward-looking based
on assumptions. Actual results may differ from those expressed or implied due to the risk and
uncertainties which have been detailed in this report. Several factors as listed in this report could make
significant difference to the Company''s operations. Investors, therefore, are requested to make their
own independent judgments and seek professional advice before taking any investment decisions.

4. CORPORATE GOVERNANCE

a) Report on Corporate Governance

In terms of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, states that, The Compliance with the corporate
governance provisions as specified in regulation 17, [17A,] 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27
and clauses (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and para C, D and E of Schedule
shall not apply, to listed entities having paid up equity share capital not exceeding rupees ten crore
net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.
Ig oespect of our Company as on the last audited balance sheet as at 31^st March 2025 paid up equity
/6cMtal of the company is Rs.24.50 lakh which is less than ten crores and net worth Rs. 13.67 Crore

which is less than rupees twenty-five crore, which is within the limit as prescribed in Regulation 15{2)
of SEBI (LODR) Regulations, 2015.

Hence, due to applicability of Regulation 15(2) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the corporate governance provision are
not applicable to our Company. Further, when the provision of the said regulation becomes applicable
to the Company at a later date, the same shall be complied with within six months from the date on
which the provisions become applicable to the Company.

b) Corporate Social Responsibility

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility shall not be
applicable to companies having net worth not exceeding Rs.500 crore or more or turnover not
exceeding Rs. 1,000 crore or net profit not exceeding Rs.5 crore or more during any financial year, as
on the last day of the previous financial year. In respect of our Company as on the last audited balance
sheet as at 31^s* March 2025 neither the net worth exceeds Rs.500 crores or turnover exceeds Rs.1,000
crore or net profit exceeding Rs.5 crore. Hence, the provisions of Companies Act, 2013 regarding
Corporate Social Responsibility would not be applicable.

c) Directors and Key Managerial Personnel

(1) Composition of the Board of Directors

The Board received a declaration from all the directors under section 164 and other applicable
provisions, if any, of the Companies Act, 2013 that none of the directors of the company is
disqualified under the provision of the Companies Act, 2013, (‘Act’) or under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The Company’s policy is to have an appropriate blend of non-executive and independent
directors, to maintain the independence of the Board functions of governance and management.
No changes have taken place in the Composition of the Board from the date of last Annual Report.

The composition of the Board of Directors is hilly complied with the provision of the Companies
Act, 2013 and Regulation 17 of the Listing Regulations, including the appointment of requisite
number of Independent Directors and Woman Director. As on 31^s* March 2025, the Board
comprised of two (2) Non-Executive Independent Directors and four (4) Non-Executive Non¬
Independent Directors, including Woman Director is a Non-executive Non-Independent Directors.
The Board has no institutional director.

The Company believes in a well-balanced and diverse Board which enriches discussions and
enables effective decision-making. The Board of the Company is diverse in terms of qualification,
competence, skills, and expertise which enables it to ensure long-term value creation for all the
stakeholders. The Board has a fiduciary relationship in ensuring that the rights of all stakeholders
are protected.

Changes During the Year

'' V\(a) Yes, there is a change in the Board of Directors from the date of the previous Annual Report.

Mumbai 13 IS

(b) Tenure completion of Mr. Sunil Satyanarayan Jhunjhunwala (DIN 00312529), Non-Executive
Independent Director and Mr. Girish Kumar Pungalia (DIN 00032757), Non-Executive
Independent Director form the Board of the Company after completing 2^nd term of five (5)
years w.e.f. 29* March 2025.

(c) Based on the recommendation of the Nomination and Remuneration Committee, the Board
of Director of the Company approved the appointment of Mr. Shailendra Omprakash Mishra
(DIN 07373830) as an Additional Non-Executive Independent Director and Mr. Vipul Amul
Desai (DIN 02074877) as an Additional Non-Executive Independent Director of the Company
for the First term of five (5) consecutive years with effect from 29* March 2025, subject to
approval of shareholders in the forthcoming General Meeting, is proposed at the ensuing AGM
for the approval of the Members by way of special resolution no. 6 and 7.

(d) No changes have taken place in the Key Managerial Personnel (KMP) from the date of the
previous Annual Report.

(3) Retirement by Rotation and Subsequent Re-appointment

In accordance with the provision of Section 152 and other applicable provisions, if any, of the
Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors)
Rules, 2014 (including any statutory modification^) or re-enactment(s) thereof for the time being
in force) and the Articles of Association of the Company. Mr. Rajesh Ramu Deora (DIN: 00312316)
Non-Executive Non-Independent Director and Mr. Ramu Sitaram Deora (DIN: 00312369) Non¬
Executive Non-Independent Director of the Company, retires by rotation at the ensuing AGM and
being eligible, has offered himself for re-appointment, on the recommendation of the Nomination
and Remuneration Committee and Board of Directors. In accordance with the provisions of the
Companies Act, 2013 read with the Rules issued thereunder, the Listing Regulations and the
Articles of Association of the Company, the Independent Directors and the Managing Director of
the Company are not liable to retire by rotation.

The said re-appointment terms and conditions thereof shall be approved by the members at
ensuing AGM as per the provision of the Act and Listing Regulations, Accordingly, a resolution is
being proposed in the notice of 53"¹ AGM for the approval of the members of the company refer
to items no. 2,3 and 5.

Pursuant to the provision of Regulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 and Secretarial Standard 2 on General Meeting issued by Institute
of Company Secretaries of India (ICSI), brief particulars of the directors proposed to be
appointed/re-appointed are provided as an annexure to the notice convening the AGM.

(4) Independent Directors with Materially Significant, Pecuniary, or Business Relationship with the
Company

There is no pecuniary or business relationship between the Non-Executive/Independent Directors
and the Company. A declaration to this effect is also submitted by all the Directors at the beginning
of each financial year.

i * \l

(5) Declaration of Independent Directors & Adherence to The Company s Code of Conduct for
Independent Directors

The Company has received necessary declaration from each Independent Director under Section
149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in
Section 149 (6) of the Companies Act, 2013 along with declaration received pursuant to sub rule
(3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They
have also furnished the declaration pursuant to Regulation 25(8) of the SEBI Listing Regulations
affirming compliance to the criteria of Independence as provided under Regulation 16(1) (b) of
the SEBI Listing Regulations.

Based on the declarations and confirmation of the Independent Directors and after undertaking
due assessment of the veracity of the same, the Board of Directors recorded their opinion that all
the Independent Directors are independent of the Management and have fulfilled all the
conditions as specified under the governing provisions of the Companies Act, 2013 and the SEBI
Listing Regulations.

Further, the Independent Directors have also confirmed that they have complied with the
Company’s code of conduct.

d) Director Responsibility Statement

Based on the framework of internal financial control and compliance system established and
maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors,
including audit of the internal financial control over financial reporting by the Statutory Auditor and
the reviews performed by Management and the relevant Board Committee, including the Audit
Committee, the Board is of the opinion that the Company’s internal financial controls were adequate
and effective during the financial year 2024-25.

Accordingly, pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the
Companies Act, 2013 (including any statutory modification(s) for the time being in force) with respect
to the Directors’ Responsibility Statement, to the best of their knowledge and ability, it is hereby
confirmed that for the year ended March 31, 2025:

(1) In the preparation of the annual accounts for the financial year ended March 31, 2025, the
applicable accounting standards read with requirements set out under Schedule in to the Act, have
been followed and there are no material departures from the same;

(2) the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at March 31, 2025, and of the profit/loss of the Company for the
financial year period from April 1, 2024 to March 31, 2025.

(3) the Directors have taken proper and sufficient care for the maintenance of adequate accounting

.— records in accordance with the provisions of the Act for safeguarding the assets of the Company

and fo_r preventing and detecting fraud and other irregularities;

'' 1 ''ll

(4) the Directors have prepared the annual accounts on a ‘going concern’ basis;

(5) the Directors have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively, and.

(6) the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

e) Committees of The Board

In accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board had the following Three (3) Committees
as on 31^s* March 2025, along with their composition, number of meetings and attendance at the
meetings are provided:

(1) Audit Committee

The Audit Committee functions in accordance with Section 177 of the Act, 2013 read with the
Rules issued there under and Regulation 18 of the Listing Regulations and its Charter adopted by
the Board. The terms of reference of the Audit Committee. The members of the Audit Committee
are financially literate and have experience in financial management. The Audit Committee
comprises of the following directors and Attendance of Directors at the Committee Meetings held
during the financial year ended 31^s* March 2025. There is a change that has taken place with the
members of the Committees from the date of the last Annual Reoort.

Name	Status	Category	Meeting
			Held	Attended
Mr. Sunil S. Jhunjhunwala (up to 29* March 2025)	Chairman	Non-Executive - Independent Director	5	5
Mr. Girish Kumar Pungalia (up to 29* March 2025)	Member	Non-Executive - Independent Director	5	5
Mr. Shailendra Omprakash Mishra (w.e.f. 29* March 2025)	Chairman	Non-Executive - Independent Director	0	0
Mr. Vipul Amul Desai (w.e.f. 29* March 2025)	Member	Non-Executive - Independent Director	0	0
Mrs. Grace R. Deora	Member	Director	5	5

mere nave been no instances aunng tne year wnen recommendations ot the Audit Committee
were not accepted by the Board.

(2) Nomination and Remuneration Committee

The Nomination and Remuneration Committee (NRC) functions in accordance with Section 178
of the Act, 2013 and Regulation 19 of the Listing Regulations, 2015 and its Charter as adopted by
the Board. The Nomination and Remuneration Committee comprises of the following directors
and Attendance of Directors at the Committee Meetings held during the financial year ended 31^st
March 2025. There is a change that has taken place with the members of the Committees from the
date of the last Annual Report.

Name	Status	Category	Meeting
			Held	Attended

Mr. Sunil S. Jhunjhunwala (up to 29* March 2025)	Chairman	Non-Executive - Independent Director	5	5
Mr. Girish Kumar Pungalia (up to 29* March 2025)	Member	Non-Executive - Independent Director	5	5
Mr. Shailendra Omprakash Mishra (w.e.f. 29* March 2025)	Chairman	Non-Executive - Independent Director	0	0
Mr. Vipul Amul Desai (w.e.f. 29* March 2025)	Member	Non-Executive - Independent Director	0	0
Mrs. Grace R. Deora	Member	Director	5	5

AIJ the recommendations made by the Nomination and Remuneration committee were accepted
by the Board of Directors of the Company.

3) Stakeholders’Relationship Committee

The Stakeholders Relation Committee (SRC) looks into various aspects of interest of shareholders.
The Committee oversees the performance of the Registrar and Share Transfer Agents of the
Company relating to investor service and recommends measures for improvement. The company
is having a Stakeholders Relationship Committee comprising of the following directors and
Attendance of Directors at the Committee Meetings held during the financial year ended 31^s* March
2025. There is a change that has taken place with the members of the Committees from the date
of the last Annual Renort.

Name	Status	Category	Meeting
			Held	Attended
Mr. Sunil S. Jhunjhunwala (up to 29* March 2025)	Chairman	Non-Executive - Independent Director	5	5
Mr. Girish Kumar Pungalia (up to 29* March 2025)	Member	Non-Executive - Independent Director	5	5
Mr. Shailendra Omprakash Mishra (w.e.f. 29* March 2025)	Chairman	Non-Executive - Independent Director	0	0
Mr. Vipul Amul Desai (w.e.f. 29* March 2025)	Member	Non-Executive - Independent Director	0	0
Mrs. Grace R. Deora	Member	Director	5	5

All the recommendations made by the Stakeholders Relationship Committee were accepted by the
Board of Directors of the Company.

f) Board meeting held during the year
(1) Board of Director

The Board of Directors meet five (5) times during the financial year. The dates on which the
meetings were held are 28^th May 2024, 13* August 2024,13^th November 2024,12* February 2025,
and 28* March 2025. The maximum gap between any two Board Meetings did not exceed one
hundred and twenty days.

. (2) Independent Director: Schedule IV of the Companies Act, 2013 and the Rules thereunder and

Regulation 25(3) of SEBI (LODR) Listing Regulation 2015, the independent director held their
\g]j separate meeting on 21^st March 2025, without attendance of non-independent directors and

/ h*_r//

S// W

members of Management, to inter alia: All Independent directors were present m the meeting.

(3) Attendance of Directors

Attendance of Directors at the Board Meetings held during the financial year ended 31“ March

onH ot loct

Name of Director (in alphabetical order)	Category	Number ol meetings		Attendance at the last AGM
		Held	Attended	Held on 22nd August 2024
Mr. Girish Kumar Pungalia	Non-Executive - Independent	5	5	Yes
Mrs. Grace R. Deora	Non-Executive	5	5	Yes
Mr. Shyam Sunder Sharma	Non-Executive	5	5	Yes
Mr. Sunil S. Jhunjhunwala	Non-Executive - Independent	5	5	Yes
Mr. Rajesh R. Deora	Non-Executive	5	5	Yes
Mr. Ramu S. Deora	Non-Executive	5	5	Yes
Mr. Shailendra Omprakash Mishra (w.e.f. 29th March 2025)	Non-Executive - Independent
Mr. Vipul Amul Desai (w.e.f. 29th March 2025)	Non-Executive - Independent

g) Evaluation ot Performance or The Board, Its Committees and Directors

(1) Key Managerial Personnel (KMP)

Mr. Ramu S. Deora, Director; Mr. Puran J. Parmar, Chief Financial Officer; and Mrs. Ureca Deolekar,
Company Secretary & Compliance Officer, are Key Managerial Personnel of the Company in
accordance with the provisions of Section 2(51), and 203 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulations 6(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. There has been no change in the Key Managerial Personnel
(KMP) during the financial year.

(2) Remuneration of Directors, Key Managerial Personnel, and Particulars of Employees

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration
policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19
of the Listing Regulations (including any statutory modifications (s) or re-enactments(s) thereof for
the time being in Force). The information required under Section 197 of the Companies Act, 2013
. read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

^Cul^v\ (including any statutory modification^) or re-enactment(s) thereof for the time being in force) in
respect of Directors/employee of the Company is as follows:

The company director has forgone remuneration. Further no sitting fee has been paid to any
director during the financial year. The particulars of the employees who are covered by the
provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are:

(a) Employed throughout the year Nil

(b) Employed for part of the year Nil

The increase in remuneration of employees other than the Key Managerial Personnel is
considerably in line with the increase in remuneration of Key Managerial Personnel. It is affirmed
that the remuneration paid to the Directors, Key Management Personnel and senior management
is as per the Nomination and Remuneration Policy of the Company.

The number of permanent employees on the rolls of company: 10.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and
others entitled thereto, excluding the information on employees’ particulars which is available for
inspection by the members at the Registered office of the company during business hours on
working days of the company up to the date of the ensuing Annual General Meeting. If any member
is interested in inspecting the same, such a member may write to the Chief Financial Officer in
advance.

h) Corporate Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, mandates
the formulation of certain policies for all listed companies. The corporate governance policies are
available on the Company’s website at https://www.triochemproducts.com under the head “Investor
Relations” Search by Year “2024-25”. The policies are reviewed periodically by the Board and updated
as needed. Key policies that have been adopted are as follows:

(1) Nomination & Remuneration Policy

The Company has formulated and adopted the Nomination and Remuneration Policy in
accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and
the Listing Regulations. The said Policy of the Company, inter alia, provides that the Nomination
and Remuneration Committee shall formulate the criteria for appointment if Executive, Non¬
Executive and Independent Directors on the Board of Directors on the Board of Directors of the
Company and persons in the Senior Management of the Company, their remuneration including
determination of qualifications, positive attributes, independence of Directors and other matters
as provided under sub-section (3) of section 178 of the Companies Act, 2013 (including any
statutory modification^) or re-enactment(s) thereof for the time being in force). The Policy is
available on the website of the Company at the following link:
https://www.triochemnroducts.com/uoloads/Investor-relations/pdCs/nomination-and-
remuneration-policv-26.pdf

(2) Directors Appointment and Remuneration Policy

The Board, on the recommendation of the Nomination and Remuneration Committee, has framed
a Policy for selection and appointment of Directors & Senior Management and their remuneration.

The Policy of the Company on Directors appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of Directors and other matters
provided under Section 178(3) of the Act and Regulation 19 of the Listing Regulations is available
on the website of the Company at the following link:

httns ://www.triochemoroducts. com/uploads/Investor-relations/pdfs/appointment-evaluation-of-
board-of-dirertors-kmps-and-senior-management-personn-27.pdf

(3) Performance Evaluation of The Board, Its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the
company has implemented a system of evaluating performance of the Board of Directors and of
its committees and individual directors on the basis of evaluation criteria suggested by the
Nomination and Remuneration Committee and the SEBI (LODR) Regulations, 2015. Accordingly,
the Board has carried out an evaluation of its performance after taking into consideration various
performance-related aspects of the Board’s functioning, composition of the Board and its
Committees, culture, execution and performance of specific duties, remuneration, obligations and
governance. The performance evaluation of the Board as a whole, Chairperson and Non¬
Independent Directors, was also carried out by the Independent Directors in their meeting held
on 21^st March 2025.

Similarly, the performance of various committees, individual Independent and Non-Independent
Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated)
on various parameters like engagement, analysis, decision making, communication and interest of
stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees
and individual directors.

(4) Terms and Conditions for the Appointment of Independent Director

The Board is of the opinion that all the Independent Directors of the Company possess requisite
qualifications, experience and expertise in chemicals/manufacturing industry, strategy, auditing,
tax and risk advisory services, financial services, corporate governance, etc. and that they hold
standards of integrity. They have played a pivotal role in safeguarding the interests of all
stakeholders. The Company has also issued formal appointment letters to all the Independent
Directors in the manner provided under the Companies Act, 2013 read with the Rules issued there
under. The terms and conditions for appointment of independent director and a sample letter of
appointment issued to the, are posted on the Company’s website under the section ‘Investor
Relations’ tab ‘Appointment of Non-Executive Independent Director’ at following the link:
https://www.triochemproducts.com/uploads/Investor-relations/pdfs/terms-and-condition-of-
appointment-of-independent-directors-veri)3-4049.pdf

The Independent Directors of the Company got included their names in the data bank of
7==^ Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of
Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of
nbai )3)] Directors) Rules, 2014.

Ji t

(5) Familiarization Programme for The Independent Directors

The Independent Directors are familiarized through various programmes on a continuing basis
including: (a) Nature of the industry in which Company operates; (b) business model of the
Company; (c) roles, rights, responsibilities of Independent Directors etc.,

In Compliance with the requirements of SEBI Regulations, familiarization programme along with
their role, rights and responsibilities as Directors, the working of the Company, nature of the
industry in which the Company operates, business model, etc. it is also display on website of the
Company at following the link:

https://www.triochemproducts.com/uploads/Investor-relations/pdfs/familarization-program-for-
independent-directors-ver02-23-1731 .pdf

(6) Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of
the Board and all employees in day-to-day business operations of the company. The Code lays
down the standard procedure of business conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on matters
relating to integrity in the workplace, in business practices and in dealing with stakeholders. All
the Board Members and the Senior Management personnel have confirmed compliance with the
Code. The Code has been displayed on website of the Company at following the link:
https://www.triochemproducts.com/uploads/lnvestor-relations/pdfs/director5-seiiior-
manaeement-personnel-24.pdf

(7) Prevention of Insider Trading

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company
has adopted the Code of Internal Procedures and Conduct for Regulating, Monitoring and
Reporting of Trading by Designated Persons and their Immediate Relatives along with Code of Fair
Disclosures. The Code of Conduct to Regulate, Monitor and Report Trading by employees and
other connected people has been displayed on website of the Company at following the link:
https://www-triochemproducts.com/uploads/Investor-relations/pdfs/code-of-Dractices--
procedures-for-fair-discf osure-of-unpublished-price-sensitive-1710. pdf

(8) Related Party Transaction

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, your
Company has formulated a Policy on Related Party Transactions which is available on the website
of the Company at following link:

https://www. triochemproducts.com/uDloads/Investor-relations/pdfs/related-party-transactions-
ver03-25-404l.pdf

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place
for all transactions between the Company and Related Parties.

" Vigil Mechanism / ''Whistle Blower Policy

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for
directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI
Listing Regulations, to report concerns about unethical behavior. The Company hereby affirms
that no Director/employee has been denied access to the Chairman and Audit Committee and that
no complaints were received during the year.

The said Policy provides for (a) adequate safeguards against victimization of persons who use the
Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of
the Company. The Company believes in the conducts of the affairs of its constituents by adopting
the highest standards of professionalism, honest, integrity and ethical behavior, in line with the
TPL Code of Conduct (‘Code’). All the stakeholders are encouraged to raise their concerns or make
disclosures on being aware of any potential or actual violation of the Code, policies, or the law.
The Company maintains a website where detailed information of the company and its products
are provided.

In order to ensure that the activities of the company and its employees are conducted in a fair and
transparent manner by adoption of highest standards of professionalism, honesty, integrity and
ethical behavior the company has adopted a vigil mechanism policy. The aim of the policy is to
provide adequate safeguards against victimization of whistle blower who avails of the mechanism
and also provide direct access to the Chairman of the Audit Committee, in appropriate or
exceptional cases. Accordingly, ‘Whisde Blower Policy’ has been formulated with a view to provide
a mechanism for the Directors and employees of the Company to approach the Ethics Counsellor
or the Chairman of the Audit Committee of the Company. The purpose of this policy is to provide
a framework to promote responsible and secure whistle blowing. It protects employees willing to
raise a concern about serious irregularities within the Company.

This policy is available on the website of the Company at following link:

https://www.triochemproducts.com/uploads/Investor-relations/pdfsMgil-niechanism--whistle-

blower-policy-28.pdf

i) Annual Return

The Annual Return of the Company as on March 31, 2025, in Form MGT-7 in accordance with Section
92(3) of the Act read with the Companies (Management and Administration) Rides, 2014, is available
on the website of the Company at the following link:

https ://www.triochemproducts.com/uploads/lnvestor-relations/pdfs/draft-annual-retum-202425-
4042.pdf

By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to
provide extract of Annual Return (form MGT- 9) as part of the Board’s Report, voluntary basis is
attached as “Annexure B” form parts of the Board’s Report.

Secretarial Standards

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on
various aspects of corporate law and practices. The Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.

k) Listing

The equity shares of the Company are listed on BSE Limited, Mumbai. The Company has paid Annual
Listing fees for the year financial year 2024-25 and 2025-26. There was no suspension on shares of the
Company during the year.

l) Depository Services

The Company’s Equity Shares have been admitted to the depository mechanism of the National
Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL).
As a result, the investors have an option to hold the shares of the Company in dematerialized form in
either of the two Depositories. The Company has been allotted ISIN No. INE331E03013-

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with
Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in
electronic form.

m) Internal Financial Control and Their Adequacy

The Company has in place Internal Financial Control Systems, commensurate with the nature of its
business and the size, scale, and complexity of its operations to ensure proper recording of financial
and operational information & compliance of various internal controls, statutory compliances, and
other regulatory compliances. The internal control procedures have been planned and designed to
safeguard and protect from loss, unauthorized use, or disposition of its assets. All the transactions are
probably authorized, recorded, and reported to the Management. The Company is following all the
applicable Accounting Standards for properly maintaining the books of accounts and reporting
financial statements. The internal auditor of the company checks and verifies the internal control and
monitors them in accordance with the policy adopted by the company. The company continues to
ensure proper and adequate systems and procedures commensurate with its size and nature of its
business.

As required by the Companies Act 2013, your Company has implemented an Internal Financial Control
(IFC) Framework. Section 134(5)(e) requires the Directors to make an assertion in the Directors
Responsibility Statement that your Company has laid down internal financial controls, which are in
existence, adequate and operate effectively. Under Section 177(4)(vii), the Audit Committee evaluates
the internal financial controls and makes a representation to the Board. The purpose of the IFC is to
ensure that policies and procedures adopted by your Company for ensuring the orderly and efficient
conduct of its business are implemented, including policies for and the safeguarding its assets,
prevention and detection of frauds and errors, accuracy and completeness of accounting records, and
timely preparation of reliable financial information. The IFC implementation required all processes of
your Company to be documented alongside the controls within the process. All processes were
satisfactorily tested for both design and effectiveness during the year.

The TPL code of conduct and accompanying training seeks to ensure everyone in your Company
understands how to put values into practice. Mandatory training on the Code of Conduct helps your
Company’s employees gain the confidence to make the right decisions and become familiar with the
policies and procedures applicable to their areas of operation, avoid conflicts of interest and report all
unethical and illegal conduct. Additionally, employees are required to certify in an annual basis
whether there have been any transactions which are fraudulent, illegal or violate of the Code of
Conduct. Strong oversight and self-monitoring policies and procedures demonstrate your Company’s
commitment to the highest standards of integrity. Your Company has also successfully complemented
its Internal Control Framework with the test of design and effectiveness of all its processes across the
organization as part of meeting the requirements of the Companies Act, 2013, to ensure the existence
and effectiveness of Internal Financial Controls.

The Audit Committee reviews the adequacy and effectiveness of the Company’s internal control
environment and monitors the implementation of audit recommendations, including those relating to
strengthening of the Company’s risk management policies and systems. The ultimate objective being
a Zero Surprise, Risk controlled Organization.

n) Significant and Material Order

There are no significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and the Company’s operations in future.

5. AUDIT AND AUDITORS

a) Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 and the Rules made there under, M/s. Kami Doshi
Associates LLP, (Firm Registration No. 104746W/ W100096), are appointed as the Statutory Auditors
by the Members in the Annual General Meeting held on 26* August 2022 to hold office until the
conclusion of 55^th Annual General Meeting to be held in the financial year 2027-28.

The requirement for the annual ratification of auditors’ appointment at the AGM has been omitted
pursuant to the Companies (Amendment) Act, 2017, notified on May 7, 2018. The auditors have
confirmed their eligibility limits as prescribed in the Companies Act, 2013, and that they are not
disqualified from continuing as Auditors of the Company.

The Statutory Auditors’ comments on your Company’s account for the year ended March 31, 2025, are
self-explanatory in nature and do not require any explanation. The Auditors’ Report does not contain
any qualification, reservation, adverse remark, disclaimer, or modified opinion remarks.

b) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under
(including any amendment(s), modification^) or re-enactment(s) thereof for the time being in force),
the Board of Directors of the Company, on recommendation of Audit Committee, at their meeting held
on 24^th May 2025 have Re-appointed M/s. Haren Sanghvi & Associates, Chartered Accountant as Internal
'' auditors of the Company for the Financial Year 2025-26, to conduct Internal Audit of the Company. The

Mumhai 13 1 _

Internal Auditors report to the Audit Committee of the Board, which helps to maintain its objectivity and
independence. The scope and authority of the Internal Audit function is defined by the Audit Committee.
The Significant audit observations and corrective actions thereon are presented to the Audit Committee
of the Board.

c) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Pursuant to
SEBI Listing Regulations, 2015 it is proposed to appoint M/s. Ragini Chokshi & Co. Practicing Company
Secretary (Firm Registration No. 92897), as the Secretarial Auditors of the Company for a term of 5
years to conduct the annual secretarial audit, commencing from financial year 2025-26 to 2029-30
subject to approval of Shareholders by way of Ordinary resolution as proposed in the Notice of 53^rd
Annual General Meeting resolution no. 4.

The Secretarial Audit Report in Form No. MR -3 for the financial year ended March 31,2025, is annexed
herewith as “Annexure C" form parts of the Board’s Report. There has been no qualification,
reservation, adverse remark, or disclaimer given by the Secretarial Auditors in their Report.

d) Cost auditor

The Central Government of India has not specified the maintenance the of cost records under sub¬
section (1) of section 148 of the Act for any of the products of the company. Accordingly, during the
year, maintenance of Cost Records and Cost Audit was not applicable to the Company.

e) Reporting Frauds by Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported
to the Board or Audit Committee, as required under Section 134 (3) (ca) and 143(12) of the Companies
Act, 2013, any instances of frauds committed against the Company by its officers or employees, the
details of which would need to be mentioned in this Report.

6. HUMAN RESOURCE MANAGEMENT

a) Human resources policy is aimed at having a universal and scientific method to hire the best talent in
the industry with optimum skills and aptitude required for the job. The company has always recognized
talent and has judiciously followed the principle of rewarding performance. This requires the
management and the employees to fully understand and respect each other. On an ongoing basis the
management identifies and implements necessary measures to maintain a positive climate and improve
performance levels. The management has always carried out systematic appraisal of performance and
imparted training at periodic intervals. The Company continued the welfare activities for the
employees, which include Medical Care, Group Insurance and Canteen Facility. To enrich the skills of
employees and enrich their experience, the Company arranges, Practical Training Courses by Internal
and External Faculty.

3%>ur Directors also wish to place on record their appreciation for the dedication and commitment
^L&played by all executives’ officers and staff at all levels of the company.

b) Particulars of employees

The information required under Section 197(12) of the Act read with Rule 5(1), 5(2) & 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including
amendment thereto, is provided in above point number 4(g)(2).

c) Prevention of Sexual Harassment at Workplace

The Company strongly believes in providing a safe and harassment free workplace for each and every
individual working for the Company through various interventions and practices. It is the continuous
endeavour of the Management of the Company to create and provide an environment to all its employees
that is free from discrimination and harassment including sexual harassment. The Company 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 made thereunder. The Company has arranged interactive awareness workshops
in this regard for the employees at the manufacturing sites & corporate office during the year under
review.

During the year no complaints were received by the Internal Complaints Committee of the Company.
The Company has complied with provisions relating to the constitution of internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

This policy is available on the website of the Company at following link:

https://www.triochemproducts.com/uploads/Investor-relations/pdfs/preyention-of-sexual-harasment-at-

workpalce-policv-78.pdf

d) Health, Safety and Environment

The Company is committed to ensure a sound Safety, Health and Environment (SHE) performance
related to its activities, products, and services. Your Company has been continuously taking various
steps to develop and adopt Safer Process technologies and unit operations. The Company has been
investing in areas such as Process Automation for increased safety and reduction of human error
element, Enhanced level of training on Process and Behavior based safety, adoption of safe &
environmentally friendly production process, Installation of reactors, Multiple effect evaporator, etc.
to reduce the discharge of effluents, commissioning of Waste Heat recovery systems, and so on to
ensure the Reduction, Recovery and Reuse of effluents & other utilities. Monitoring and periodic
review of the designed SHE Management System are done on a continuous basis.

e) Industrial Relations:

Industrial relations have been cordial at the manufacturing units and corporate office of the Company.

7. CONSERVATION OF ENEKY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO

^ a) Conservation of Energy

The information on conversation of energy stipulated under Section 134(3)(m) of the Act read with
_lbai ]| jjRule 8 of The Companies (Accounts) Rules, 2014, in Form A is annexed herewith “Annexure- D".

b) Technology Absorption

The information on technology absorption stipulated under Section 134(3)(m) of the Act read with
Rule 8 of The Companies (Accounts) Rules, 2014, in Form B is annexed herewith “Annexure- D”,

c) Foreign Exchange Earnings and Outgo

The information on foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the
Act read with Rule 8 of The Companies (Accounts) Rules, 2014, in Form C is annexed herewith
“Annexure- D”.

8. BUSINESS RESPONSIBILITY REPORT (BRR)

The SEBI (LODR) Regulation 2015 mandates the inclusion of the BRR as part of the Annual Report for the
top 1000 listed entities based on market capitalization. Since the Company is not covered under the top
1000 listed entities based on market capitalization, Business Responsibility Reporting is not applicable to
the Company.

9. RISK MANAGEMENT

As per provisions of the Companies Act, 2013 and as part of good Corporate Governance, the company has
long been followed the principle of risk minimization as is the norm in every industry, it has now become
a compulsion. Therefore, the Board members were informed about the risk assessment and minimization
procedures after which the Board formally adopted steps for framing, implementing, and monitoring the
risk management plan for the company. The Audit Committee of the Company has periodically reviewed
the various risks associated with business of the Company. Such review includes risk identification,
evaluation and mitigation of the risk.

The main objective of this policy is to ensure 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-with the key objectives, the policy establishes a structured and disciplined approach to Risk
Management, in order to guide decisions on risk related issues. In today’s challenging and competitive
environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company
are imperative. The common risks inter alia are Regulations, competitive, Business risk, Technology
obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further
includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed
and steps as appropriate are taken to mitigate the same.

Constituting the Risk Management Committee was extended to the top 500 listed entities on the basis of
the market capitalization, the same is not applicable to our Company for the year ended March 31,2025.
The Company has implemented Risk Management Policy and the Board of Directors has prepared a
comprehensive framework of risk management for assessment of risks and to determine the responses to
these risks so as to minimize their adverse impact on the organization. The policy as approved by the Board
of Directors, which is available on the website of the Company at following link:
^^jmps://www.triochemproducts.comAioloads/InYestor-relations/Ddfe/risk-manaeement-ooliCY-25.t>df

10. OTHER GENERAL DISCLOSURES:

a) Secretarial Standards: The Institute of Company Secretaries of India, a Statutory Body, has issued
Secretarial Standards on various aspects of corporate law and practices. The Company has complied
with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

b) Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016
(1BC): During the year, there has been no initiation of any Corporate Insolvency Resolution Process
under the Insolvency and Bankruptcy Code, 2016 (IBC).

c) Statement of deviation or variation: During the year, the Company has not raised / made offer by way
of Public Issue, Right Issue, Preferential Issue, Qualified Institutions Placement (QIP) etc. and therefore
it is not applicable to the Company.

d) Disclosure with respect to Demat Suspense Account / Unclaimed Suspense Account: The Company
reports that no shares issued pursuant to Public Issue remains Unclaimed hence the Clause of
Disclosure with respect to Demat Suspense Account / Unclaimed Suspense Account is not applicable.

e) The details of difference between amount of the valuation done at the time of a one-time settlement
and the valuation done while taking a loan from Banks or Financial Institutions, along with the reasons
thereof during the F.Y. 2024-25 and the date of Directors’ Report: There was no instance of onetime
settlement with any Bank or Financial Institution.

f) Significant and Material Order Passed by the Regulators/Courts/Tribunals: During the year there are
no significant material orders passed by the regulators or courts or tribunals which impact the going
concern status and Company’s operations in future.

g) Reporting of Frauds by Auditors: During the year under review, neither the Statutory Auditors nor the
Secretarial Auditor have reported to the Board or Audit Committee, as required under Section 134 (3)
(ca) and 143(12) of the Companies Act, 2013, any instances of frauds committed against the Company
by its officers or employees, the details of which would need to be mentioned in this Report.

h) Listing at stock Exchange: The equity shares of the Company continue to be listed and traded in BSE
Limited. The Annual Listing fees for the year financial year 202425 and 2025-26 has been paid to the
stock exchanges. There was no suspension on shares of the Company during the year.

i) Dematerialization: Your Company has tied up with National Securities Depository Ltd. (NSDL) and
Central Depository Services (India) Ltd. (CDSL) to enable the shareholders to trade and hold share in
an electronic/dematerialized form. The shareholders are advised to take benefits of dematerialization.

j) Awards: Your Company has not received any Award during the financial 202425.

k) Financial Statements: As per Regulation 33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing

=5. Regulations”) and applicable provisions of the Companies Act, 2013 read with the Rules issued
S^&Vthereunder, the Financial Statements of the Company for the financial year 202425 have been

Y^-ftrepared in compliance with applicable Accounting Standards and approved by the Board of Directors,
umbai 13 |

J IW./J

l) The Financial statements of the Company were not revised.

m) Impairment of Assets & Capital Work-in-Progress: In compliance with Accounting Standard AS-28
relating to “Impairment of Assets”, the company has reviewed the carrying amount of its fixed assets
as at the end of the year. Based on the strategic plans and such valuation of the fixed assets of the
company, on impairment of assets is envisaged at the balance sheet date.

n) Credit Sating: Credit Rating is not obtained as the same is not required for obtaining the credit facilities
from bank.

o) Key Initiatives with respect to Stakeholder Relationship, Customer Relationship, Environment,
Sustainability, Health and Safety: The Company to the maximum extent possible under various
programmers initiated by the Company, e.g. (a) The Company assists its vendors with prevention of
wastage and efficient utilization of resources, (b) All the Equipment and Machinery purchased in new
manufacturing plant are clean technology, energy efficient, etc., with numerous stakeholders working
across the Company’s different locations and operations, it is difficult to estimate the percentage.

p) The Company has not issued any warrants, debentures, bonds, or any non-convertible securities.

q) The Company has not brought back its shares, pursuant to the provision of Section 68 of Act and the
Rules made thereunder.

r) The Company has not failed to implement any corporate action.

s) Corporate Governance: In terms of Regulation 15(2) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, states that, The Compliance with the
corporate governance provisions as specified in regulation 17, [17A,] 18,19, 20, 21,22, 23, 24, 24A,
25, 26, 27 and clauses (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and para C, D and E of
Schedule V shall not apply, to listed entities having paid up equity share capital not exceeding rupees
ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous
financial year. In case of our Company as on the last audited balance sheet as at 31^s* March 2025 paid
up equity capital of the company is Rs.24.50 lakh which is less than ten crores and net worth Rs. 13-67
Crore which is less than rupees twenty-five crore, which is within the limit as prescribed in Regulation
15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. Hence, due to
applicability of Regulation 15(2) of Securities and Exchange Board of India (LODR) Regulations, 2015,
the corporate governance provision are not applicable to us. When the provision of the said regulation
becomes applicable to the Company at a later date, the same shall be complied with, within six months
from the date on which the provisions become applicable to the Company.

t) Corporate Social Responsibility: The provisions of Companies Act, 2013 regarding Corporate Social
Responsibility shall not be applicable to companies having net worth not exceeding Rs.500 crore or
more or turnover not exceeding Rs. 1,000 crore or net profit not exceeding Rs.5 crore or more during

_r~ any financial year, as on the last day of the previous financial year. In case of our Company as on the
^i%\|ast audited balance sheet as at 31^s* March 2025 neither the net worth exceeds Rs.500 crores or turnover

exceeds Rsl,000 crore or net profit exceeding Rs.5 crore. Hence, the provisions of Companies Act,
2013 regarding Corporate Social Responsibility would not be applicable.

u) Business Responsibility Report: The Listing Regulations mandate the inclusion of the BRR as part of
the Annual Report for the top 1,000 listed entities based on market capitalization, the same is not
applicable to our Company for the year ended March 31,2025.

11. BANK AND CREDIT FACILITIES:

Your Directors wish to place on record their appreciation for the support from Company’s bankers namely
State Bank of India. The Company’s finance position continues to be robust. During the year under review,
the cash generation from operation reflect a substantial increase. This has been the Company’s philosophy
throughout and can be vouched for over the years. The Company is zero debt company. The borrowings
are taken for short-term requirements.

ACKNOWLEDGEMENTS:

Your Directors of the Company wish to take the opportunity to express their deep sense of gratitude to the
Banks, Government Authorities, Customers and Shareholders for their continuous guidance and support.
Further they would also like to place on record their sincere appreciation for dedication and the hard work put
in by all employees for their dedicated services.

The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the
Company.

By order of the Board of Directors
For Triochem Products Limited

Q ^ ^ ----

Grace R. Deora Ramu S. Deora

Director (DIN 00312080) Director (DIN 00312369)

CIN No.: L24249MH1972PLC015544
Place: Mumbai; Dated: 24^th May 2025
Registered Office:

4^th Floor, Sambava Chambers, Sir P. M. Road, Fort, Mumbai: 400 001
Email: investor(5)triochemproducts.com; Website: www.triochemoroducts.com
Phone No.: 91 22 22663150; Fax No.: 91 22 22024657

---

Mar 31, 2024

Your directors have gate pleasure in presenting the 52^nd Annual Report together with the Audited Financial
Statements of the Company for the financial year ended March 31,2024.

1. RESULTS OF OUR OPERATION AND STATE OF AFFAIRS

a) Financial Highlights

The audited financial statement of the Company as on March 31,2024, are prepared in accordance with
the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulation 2015 (“Listing Regulations”) and provisions of the Companies Act, 2013
(“Act”).

[Amount in Rs. Lakhs except EPS

Particulars	For the Year ended
	March 31, 2024	March 31, 2023
Revenue from Operation	-	-
Other Income	102.96	27.75
Total Income	102.96	27.75
Earnings Before Interest, Taxes, Depreciation and Amortization	(8.38)	(106.49)
Less: Finance Cost	-	-
Less: Depreciation and Amortization Expense	8.97	10.50
Profit before exceptional items and tax	(17.35)	(116.99)
Exceptional Items	(115.65)	-
Profit Before Tax	(133.00)	(116.99)
Less: Tax Expense	(31.67)	(28.48)
Profit for the period from continuing operations	(101.33)	(88.51)
Profit before tax from discounted operations	-	-
Tax expense of discontinued operations	-	-
Profit for the period from discontinued operations	-	-
Profit for the period	(101.33)	(88.51)
Other Comprehensive Income (net of tax)	403.63	(56.43)
Total Comprehensive Income	403.63	(56.43)
Opening balance in Retained Earnings	1014.41	1,102.92
Closing balance in Retained Earnings	b*?94.99	1,014.41

* Previous year’s figure has been recast / restated. The above figures are extracted from the audited
standalone financial statements of the Company as per the India Accounting Standards (END AS).
Equity shares are at par value of Rs.10 per share.

b) Overview of Company’s Financial Performance and State of Affairs:

During the financial year 2023-24, revenue from operation is Rs. Nil. The loss after tax for the current
year is Rs.101.32 lakhs against loss of Rs.88.51 lakhs in the previous year.

The Company has temporarily reduced activity after the Covid-19 pandemic. The business requires
personal presentation & relationship building has taken a tremendous hit & is unlikely to see any
possibility of revival in the immediate future, business from the regular customers is shrink, we do not
see significant improvement. Therefore, the Company has temporarily reduced activities till a clearer
picture emerges.

The Company is taking all necessary measures in terms of mitigating the impact of the challenges being
faced in the business. The Company is working towards being resilient in order to sail through the
current situation. It is focused on controlling the fixed costs, maintaining liquidity and closely
monitoring the supply chain to ensure that the manufacturing facilities to-restart smoothly. The market
is expected to be stable during the end of FY2024-25, with the expectation of an improvement in the
market conditions during the year, the Company will endeavor to perform better than last year.

As regards to infrastructure, Your Company’s head office and factory are adequately equipped to
provide complete support to the customer. Internal control systems have been well established and
cost consciousness in factory operation will lead to improved profitability in the long run.

The Company has sufficient liquidity to meet its financial obligations, and we are also making regular
payments to our suppliers, employees, and other concerned persons. The liquidity position of the
company is in a comfortable zone. Your Directors are confident that the company will improve the
performance in the current year

c) Projects And Expansion Plans

The Company assesses the future infrastructure requirements and continuously invests in the same on
a needy basis. During the financial year under review the Company has not spent any amount towards
capital expenditure.

d) Dividend

Since there is loss, the directors are unable to recommend any dividend for the financial year ended
March 31,2024. The Dividend Distribution Policy of the Company is set out as “Annexure A” and the
same is posted on the Company’s website at following the link:

httt)s://www.triochemoroducts.comAit)loads/Investor-relations/t)dfe/diyidend-distribution-oolicv-23-

1720.pdf

e) Investor Education and Protection Fund (IEPF)

Your Company did not have any funds lying unpaid or unclaimed for a period of seven yearn. Therefore,
there were no funds which were required to be transferred to Investor Education and Protection Fund
(EPF).

f) Transfer to Reserves

The Board does not propose to transfer any amount to general reserve. The Board of Directors have
decided to adjust the entire amount of loss for FY 2023-24 in the profit and loss account.

g) Insurance

All properties and insurable interests of the Company including building, plant and machinery and
stock have been fully insured.

h) Particulars of Loans, Guarantees or Investments

During the year under review, the Company has made investment as on March 31,2024, are set out in
Notes to the Financial Statements of the Company. Further, the Company has not given any loans or
corporate guarantee or provided any security covered under the provisions of section 186 of the
Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014.

i) Particulars of Contracts or Arrangements Made with Related Parties

Prior omnibus approval is obtained for related party transactions which are of repetitive nature and
entered in the ordinary course of business and on an arm’s length basis. All related party transactions
are placed before the Audit Committee for review and approval.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at
Arm’s Length basis. No material related party transactions were entered during the Financial Year by
your Company. Accordingly, no disclosure is made in respect of related party transactions, as required
under section 134(3) (h) of the Act in Form AOC-2 is not applicable. Members may refer to note no. 31
of the financial statements which set out related party disclosures pursuant to IND AS-24.

j) Material Changes and Commitments Affecting Financial Position Between The End of The
Financial Year and Date of the Report

There are no material changes and commitments which affect the financial position of the Company
that have occurred between the end of the financial year to which the financial statements relate and
the date of this report i.e. between 31^st March 2024 to 28^th May 2024.

k) Deposits

The Company has not accepted any deposits from the public/members during the year under review
within the meaning of sections 73 and 74 of the Companies Act, 2013 read together with the
Companies (Acceptance of Deposits) Rules, 2014, and accordingly, no amount on account of principal
or interest on public deposits was outstanding as on 31st March 2024.

l) Insolvency and Bankruptcy Code, 2016

During the year under review, no application was made, or any proceeding was pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016).

m) One Time Settlement with Bank / Financial Institutions it•§ (_Mumbai | 8I

11 o.v hi-If

During the year under review, no one time settlement was done with any of the Banks or Financial
Institution.

n) Subsidiaries, Joint Ventures & Associate

The Company does not have any subsidiaries, joint ventures, or associated companies, therefore
disclosures in Form AOC-1 are not provided in this report. The policy for determining Material
Subsidiaries in terms of Regulation 16(1) (c) of the Listing Regulation is not applicable to the Company.

The Company is also not a subsidiary of any other company

o) Change in The Nature of Business

There were no change in the nature of business of the Company during the financial year.

2. CAPITAL STRUCTURE OF THE COMPANY

a) Authorized Share Capital

The Authorized Share Capital of the Company as at March 31,2024 was Rs.25,00,000/- (Rs. Twenty-Five
Lakh Only) divided into 2,50,000 (Two Lakh Fifty Thousand) Equity shares of Rs.10/- each.

b) Issued, Subscribed & Paid-up Share Capital

The Paid-up Equity share capital as at March 31, 2024 was Rs.24,50,000/- (Rs. Twenty-Four Lakh Fifty
Thousand only) divided into 2,45,000 (Two Lakh Forty-Five Thousand) Equity shares having face value
of Rs.10/- each fully paid up. There was no change in the paid-up share capital of the Company during
the financial year 2023-2024.

During the year under review, the Company has not issued any shares with differential voting rights nor
granted any stock neither options nor sweat equity.

3. MANAGEMENT DISCUSSION AND ANALYSIS

a) Industry Structure and Development

(1) Global Pharma Industry Review

The world pharmaceutical industry is one of the top performing industries globally. New
medications are constantly being developed, approved and marketed, resulting in significant
market growth. Other market growth drivers include the aging population, as seniors use more
medicines per capita and there is a rise in the prevalence and treatment of chronic diseases. The
revenue in this sector is anticipated to exhibit an annual growth rate (CAGR 2024-2028) of 6.19%,
resulting in a market volume ofUS$l,470.00bn by 2028.
httos:/Avww.statista.com/outlook/hmo/pharmaceuticals/worldwide

(2) Indian Pharma Industry Review

The Indian pharmaceutical industry ranks third globally in pharmaceutical production by volume .

and is known for its generic medicines and low-cost vaccines. India is one of the biggest suppliers
of low-cost vaccines in the world. Major segments of Indian Pharmaceutical Industry include
generic drugs, OTC medicines, bulk drugs, vaccines, commct=®e§earch & manufacturing,
biosimilars and biologies. Because of the low price andmMkqgi^w^fadian medicines are
preferred worldwide, making it “pharmacy of the world”. |•§ (_Mumbai\£ |

W Q \ ill''ll

The pharmaceutical industry in India is currently valued at $50 Bn. India is a major exporter of
Pharmaceuticals, with over 200 countries served by Indian pharma exports. India supplies over
50% of Africa''s requirement for generics, ~40% of generic demand in the US and ~25% of all
medicine in the UK. India also accounts for ~60% of global vaccine demand, and is a leading
supplier of DPT, BCG and Measles vaccines. 70% of WHO’s vaccines (as per the essential
Immunization schedule) are sourced from India.
https://www.investindia.gov.in/sector/oharmaceuticals

The Indian pharmaceutical industry is projected to grow at a CAGR of over 10% to reach a size of
US$ 130 billion by 2030.

https://www.ibef.org/industrv/pharmaceutical-india

(3) Key Trends in the Pharma Industry

Changing Government and Regulatory Landscape: Tightening of policy and faster regulatory
approvals are increasing competition, requiring companies to be right ‘first time’. With increased
vigilance from regulators, a focus on quality assurance and control has become even more critical.

Shifting Industry Dynamics: shift from “Make in India” to “Develop in India”, increased
globalization, a focus on value addition versus pricing, and change from a competitive to
collaborative mind-set

Emergence of New Go-to-Market Models: managing multiple channels and consumers is becoming
increasingly critical. The rising role of pharmacists vs. physicians, and patient empowerment are
drivers.

Digital: Backbone of Transformation- To remain competitive, companies need to demonstrate
agility in responding to the changing relationship dynamics triggered by new digital players and
invest in data and analytics capabilities.

(4) Active Pharmaceutical Ingredient

The Active Pharmaceutical Ingredient (API) is the vital, biologically active compound in
pharmaceutical products driving therapeutic effects. Whether chemically synthesized or sourced
from nature, APIs play a pivotal role globally in the pharmaceutical supply chain, serving as the
foundation for drug development and manufacturing. As the pharmaceutical industry evolves
towards cutting-edge therapeutics and innovative delivery systems, the demand for sophisticated
APIs is likely to increase.

(5) Global API Market

The global active pharmaceutical ingredients market size was estimated at USD 237.47 billion in
2023 and is expected to grow at a compound annual growth rate (CAGR) of 5.75% from 2024 to
2030. Advancements in Active Pharmaceutical Ingredient (API) manufacturing, growth of the
biopharmaceutical sector, and an increase in geriatric population are among the key drivers of API
market. An increase in prevalence of chronic diseases, such as cpdiovascular diseases and cancer,
is anticipated to boost market growth.

httDs://www.grandviewresearch.com/industrv-analvsis/actTOjpharmacednelhingredients-market

It o i Mumbai i g is

Favourable government policies for API production, along with changes in geopolitical situations,
are boosting market growth. The API market is undergoing immense changes due to supply chain
disruption by COVID-19. Countries such as India are being preferred over China for the export of
API owing to geopolitical situations and the demand to reduce dependence on China for API
products. Furthermore, governments of many countries have formulated plans and granted
incentives to promote the production of API.

(6) Indian API Market

The India active pharmaceutical ingredients market size was estimated at USD 18.29 billion in
2023 and is expected to grow at a CAGR of 7.7% from 2024 to 2030.

https://www.grandviewresearch.com/industry-analvsis/india-active-t)harmaceutical-ingredients-

market-report

The key factors boosting the growth of the active pharmaceutical ingredients market are the rising
drug research, rapid technological advancements and development activities for drug
manufacturing, the increasing importance of generics, and the increasing uptake of
biopharmaceuticals. However, the unfavourable drug price control policies across various nations
and high manufacturing costs are expected to hinder the market’s growth.

(7) Business Overview

Triochem Products Limited has been manufacturing and providing Active Pharmaceutical
Ingredients (API) since its inception in 1972. The Company has temporarily reduced activity after
the Covid-19 pandemic till a clearer picture emerges.

The Company is headquartered in Mumbai, and it has its manufacturing facility at Ambemath in
Maharashtra. The facility has all the required certifications from Indian authorities.

b) Opportunities, Threats, Outlook, Risks and Concerns

(1) Opportunities

The Indian pharmaceutical industry ranks third globally in pharmaceutical production by volume
and is known for its generic medicines and low-cost vaccines. India is one of the biggest suppliers
of low-cost vaccines in the world. The company is well placed to grow as the demand for the
product grows with the fact that this product is the fundamental product.

(2) Threats & Concerns

There is significant competition from other Active Pharmaceutical Ingredients (API) manufacturers
both within India and foreign, however the markets and volumes are quite large. Further, the
government’s actions towards price controls on pharmaceutical products might affect the price of
the products in the coming times. The ongoing geopolitical crises have led to supply chain
disruptions and rising cost of raw materials. Your company is also prone to these near-term risks.

The pandemic’s impact on the API market. The API market encountered significant challenges
during the recent global health crisis. Disruptions in worldwide supply chains and logistical
hurdles, including transportation restrictions and delays, inm^ddii^Smely acquisition of raw
materials and the distribution of finished forms. Moreov^^HngeiM^matory measures and
increased scrutiny of the pharmaceutical supply chain introduced complexities, resulting in delays
in production and approval processes. These collective challenges not only impacted production
capacity but also highlighted the need for resilience and adaptability in the API market, but there
are vulnerabilities due to the regional dominance and lack of global spread.

(3) Strengths

The company with existing registrations and regulatory approvals has an established customer
base in India and in various foreign countries that will enable it to further enhance their growth.

(4) Outlook

The rise in the aging population is one of the major drivers of the pharmaceutical API
manufacturing market. As the aging population increases, the demand for pharmaceutical drugs
also increases. API acts as a specialty drug in these medicines to cure a particular disease. For
instance, in October 2022, according to an article shared by WHO, a Switzerland-based specialized
agency of the United Nations responsible for international public health, 80% of senior citizens
will reside in low and middle-income nations by 2050.

The rise in chronic conditions is expected to propel the pharmaceutical API manufacturing market
going forward. Chronic conditions, also known as chronic diseases, refer to long-term health
conditions that last for extended periods, often for a person''s entire life, and typically cannot be
cured completely. The quality, effectiveness, and safety of the medication depend largely on the
API used. Pharmaceutical API manufacturing helps to produce essential medications for managing
chronic diseases. Or instance, in 2023, according to the National Library of Medicine, a US-based
government medical library, by 2035, nearly 36% of US adults aged 50 and older are projected to
have at least one chronic condition, with this number anticipated to rise to almost 48% by 2050.
Therefore, the rise in chronic conditions is driving the pharmaceutical API manufacturing market.

The outlook is positive for the company considering its product mix, market conditions and the
expected increase in the demand of product. The focus is to operate with the highest Environment,
Health and Safety standards, while improving efficiencies, unit costs and ensuring business
continuity.

c) Internal Control Systems and Their Adequacy

The Company’s defined organizational structure, documented policy guidelines and adequate internal
controls ensure efficiency of operations, compliance with internal policies, applicable laws and
regulations, protection of resources and assets and accurate reporting of financial transactions. The
Company continuously upgrades these systems in line with best available practices.

d) Human Resources

Human resources continue to be one of the critical assets of the organization. Attracting relevant talent
remains the Company’s key focus. It pays special attention to training, welfare and safety of its people,
strengthening human capabilities.

e) Investor Relations and Engagement ff§/

// \V*\\

Investor Relations (IR) is playing an increasingly important role in today’s volatile world in enabling
companies to manage investor expectations. The objectives of Company’s investor relations activities
are to boost confidence and develop a long-term relationship of trust with stakeholders including
Shareholders, Investors & Analysts, through true and fair disclosure of information. To pursue these
objectives at all times, your Company continuously discloses necessary information.

f) Segment wise or Products wise Performance; Financial Performance and Ratios

The Company is a single segment Company engaged in the business of Bulk Drugs. During the year
under review, due to temporarily reduced activity due to the impact of Covid-19 pandemic. The
revenue from operation is Rs. Nil because of temporarily reduce in manufacturing activities. A detailed
financial overview of the Company for the FY 2023-2024 is available in the first page of the Board’s
Report forming part of this Annual Report.

g) Key Financial Ratio

During the year under review, there has been no significant change in return on net worth and key
financial ratios as compared to the immediately previous financial year except the current ratio.

All the key financial ratios have been disclosed in notes to financial statement.

Reasons where variance is more than 25% The Current ratio has increase due to the amount invested
into Fixed Deposit in previous year was withdrawn and reinvested into non-current investments.

h) Cautionary Statement

The management discussion and analysis report contain statements which are forward-looking based
on assumptions. Actual results may differ from those expressed or implied due to the risk and
uncertainties which have been detailed in this report. Several factors as listed in this report could make
significant difference to the Company''s operations. Investors, therefore, are requested to make their
own independent judgments and seek professional advice before taking any investment decisions.

4. CORPORATE GOVERNANCE

a) Report on Corporate Governance

In terms of Regulation 15(2) of Securities and Exchange Board of India (listing Obligations and
Disclosure Requirements) Regulations, 2015, states that, The Compliance with the corporate
governance provisions as specified in regulation 17, [17A,] 18,19, 20, 21,22, 23, 24, 24A, 25, 26, 27
and clauses (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and para C, D and E of Schedule
V shall not apply, to listed entities having paid up equity share capital not exceeding rupees ten crore
and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.
We wish to inform you that in respect of our Company as on the last audited balance sheet as at 31^st
March 2024 paid up equity capital of the company is Rs.24.50 lakh which is less than ten crores and
net worth Rs. 14.62 Crore which is less than rupees twenty-five crore, which is within the limit as
prescribed in Regulation 15(2) ofSEBI (LODR) Regulations, 2015.

Hence, due to applicability of Regulation 15(2) of Securities an^^^^^q^oard of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015, t|^^pomfeI|mernance provision are

$/ i • Th li

1 o Mumbai » 1

not applicable to us. Further, when the provision of the said regulation becomes applicable to the
Company at a later date, the same shall be complied with, within six months from the date on which
the provisions become applicable to the Company.

b) Corporate Social Responsibility

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility shall not be
applicable to companies having net worth not exceeding Rs.500 crore or more or turnover not
exceeding Rs. 1,000 crore or net profit not exceeding Rs.5 crore or more during any financial year, as
on the last day of the previous financial year. In this connection, we wish to inform you that in respect
of our Company as on the last audited balance sheet as at 31^st March 2023 neither the net worth
exceeds Rs.500 crores or turnover exceeds Rs.1,000 crore or net profit exceeding Rs.5 crore. Hence,
the provisions of Companies Act, 2013 regarding Corporate Social Responsibility would not be
applicable.

c) Directors and Key Managerial Personnel

(1) Composition of the Board of Directors

The Board received a declaration from all the directors under section 164 and other applicable
provisions, if any, of the Companies Act, 2013 that none of the directors of the company is
disqualified under the provision of the Companies Act, 2013 (‘Act’) or under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The Company’s policy is to have an appropriate blend of non-executive and independent
directors, to maintain the independence of the Board functions of governance and management.
No changes have taken place in the Composition of the Board from the date of last Annual Report.

The composition of the Board of Directors is fully complied with the provision of the Companies
Act, 2013 and Regulation 17 of the Listing Regulations, including the appointment of requisite
number of Independent Directors and Woman Director. As on 31 March 2024, the Board
comprised of two (2) Non-Executive Independent Directors and four (4) Non-Executive Non¬
Independent Directors, including Woman Director is aNon-executive Non-Independent Directors.
The Board has no institutional director.

The Company believes in a well-balanced and diverse Board which enriches discussions and
enables effective decision-making. The Board of the Company is diverse in terms of qualification,
competence, skills, and expertise which enables it to ensure long-term value creation for all the
stakeholders. The Board has a fiduciary relationship in ensuring that the rights of all stakeholders
are protected.

(2) Changes During the Year

No changes have taken place in the Board of Directors and Key Managerial Personnel (BMP) from
the date of the previous Annual Report.

(3) Retirement by Rotation and Subsequent Re-appointment

In accordance with the provision of Section 152 and othe^^^^l^rovisions, if any, of the
Companies Act, 2013, read with the Companies (AppopmehTa^Q^lification of Directors)

f/«q/ Ah’11

I ° Mumbai 3 I

Rules, 2014 (including any statutory modification^) orre-enactment(s) thereof for the time being
in force) and the Articles of Association of the Company. Mrs. Grace Ramu Deora (DIN: 00312080)
(Non-Executive Non-Independent) Director of the Company, retires by rotation at the ensuing
AGM and being eligible, has offered himself for re-appointment, on the recommendation of the
Nomination and Remuneration Committee and Board of Directors. In accordance with the
provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Listing
Regulations and the Articles of Association of the Company, the Independent Directors and the
Managing Director of the Company are not liable to retire by rotation.

The said re-appointment terms and conditions thereof shall be approved by the members at
ensuing AGM as per the provision of the Act and Listing Regulations, Accordingly, a resolution is
being proposed in the notice of 52^nd AGM for the approval of the members of the company refer
to item no. 2 and 3.

Pursuant to the provision of Regulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 and Secretarial Standard 2 on General Meeting issued by Institute
of Company Secretaries of India (ICSI), brief particulars of the directors proposed to be
appointed/re-appointed are provided as an annexure to the notice convening the AGM.

(4) Independent Directors with Materially Significant, Pecuniary, or Business Relationship
with the Company

There is no pecuniary or business relationship between the Non-Executive/Independent Directors
and the Company. A declaration to this effect if also submitted by all the Directors at the beginning
of each financial year.

(5) Declaration of Independent Directors & Adherence to The Company’s Code of Conduct for
Independent Directors

The Company has received necessary declaration from each Independent Director under Section
149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in
Section 149 (6) of the Companies Act, 2013 along with declaration received pursuant to sub rule
(3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They
have also furnished the declaration pursuant to Regulation 25(8) of the SEBI Listing Regulations
afSrming compliance to the criteria of Independence as provided under Regulation 16(1) (b) of
the SEBI Listing Regulations.

Based on the declarations and confirmation of the Independent Directors and after undertaking
due assessment of the veracity of the same, the Board of Directors recorded their opinion that all
the Independent Directors are independent of the Management and have fulfilled all the
conditions as specified under the governing provisions of the Companies Act, 2013 and the SEBI
Listing Regulations.

Further, the Independent Directors have also confirmed that they have complied with the
Company’s code of conduct. \

Based on the framework of internal financial control and compliance system established and
maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors,
including audit of the internal financial control over financial reporting by the Statutory Auditor and
the reviews performed by Management and the relevant Board Committee, including the Audit
Committee, the Board is of the opinion that the Company’s internal financial controls were adequate
and effective during the financial year 2023-24.

Accordingly, pursuant to the requirements under Section 134(5) read with Section 134(3) (c) of the
Companies Act, 2013 (including any statutory modification® for the time being in force) with respect
to the Directors’ Responsibility Statement, to the best of their knowledge and ability, it is hereby
confirmed that for the year ended March 31,2024:

(1) In the preparation of the annual accounts for the financial year ended March 31, 2024, the
applicable accounting standards read with requirements set out under Schedule III to the Act, have
been followed and there are no material departures from the same;

(2) the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at March 31,2024, and of the profit/loss of the Company for the
financial year from April 1,2023 to March 31,2024.

(3) the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

(4) the Directors have prepared the annual accounts on a ‘going concern’ basis;

(5) the Directors have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively, and.

(6) the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

e) Committees of The Board

In accordance with the applicable provisions of the Companies Act, 2013 and SEBI (listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board had the following Three (3) Committees
as on 31^st March 2024, along with their composition, number of meetings and attendance at the
meetings are provided:

(1) Audit Committee

The Audit Committee functions in accordance with Section 177 of the Act, 2013 read with the
Rules issued thereunder and Regulation 18 of the Listing Regulations and its Charter adopted by
the Board. The term of reference of the Audit Committee. The members of the Audit Committee
are financially literate and have experience in financial management. The Audit Committee
comprises of the following directors and Attendance of Dimd^^^M^Spmmittee Meetings held

if

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during the financial year ended 31 March 2024. No changes have taken place in the members of
the Committees from the date of last Annual Report.

Name	Status	Category	Meeting
			Held	Attended
Mr. Sunil S. Jhunjhunwala	Chairman	Non-Executive - Independent Director	4	4
Mr. Girish Kumar Pungalia	Member	Non-Executive - Independent Director	4	4
Mrs. Grace R. Deora	Member	Director	4	4

There have been no instances during the year when recommendations of the Audit Committee
were not accepted by the Board.

(2) Nomination and Remuneration Committee

The Nomination and Remuneration Committee (‘NRC’) functions in accordance with Section 178
of the Act, Regulation 19 of the Regulations and its Charter as adopted by the Board. The
Nomination and Remuneration Committee comprises of the following directors and Attendance
of Directors at the Committee Meetings held dming the financial year ended 31 March 2024. No
changes have taken place in the members of the Committees from the date of last Annual Report.

Name	Status	Category	Meeting
			Held	Attended
Mr. Sunil S. Jhunjhunwala	Chairman	Non-Executive - Independent Director	4	4
Mr. Girish Kumar Pungalia	Member	Non-Executive - Independent Director	4	4
Mrs. Grace R. Deora	Member	Director	4	4

All the recommendations made by the Nomination and Remuneration Committee were accepted
by the Board of Directors of the Company.

[3) Stakeholders’ Relationship Committee

The Stakeholders Relation Committee (‘SRC’) looks into various aspects of interest of
shareholders. The Committee oversees the performance of the Registrar and Share Transfer Agents
of the Company relating to investor service and recommends measures for improvement. The
company is having a Stakeholders Relationship Committee comprising of the following directors
and Attendance of Directors at the Committee Meetings held during the financial year ended 31
March 2024. No changes have taken place in the members of the Committees from the date of last

Annual TJpnnrt

Name	Status	Category	Meeting
			Held	Attended
Mr. Sunil S. Jhunjhunwala	Chairman	Non-Executive - Independent Director	4	4
Mr. Girish Kumar Pungalia	Member	Non-Executive - tadependeudps^	4	4
Mrs. Grace R. Deora	Member	Director ff	K 4	4

All the recommendations made by the Stakeholders Relationship Committee were accepted by the
Board of Directors of the Company.

f) Board meeting held during the year

(1) Board of Director

The Board of Directors met four (4) times during the financial year. The dates on which the
meetings were held are 26^th May 2023, 14^th August 2023, 4^th November 2023, and 9^th February
2024. The maximum gap between any two Board Meetings did not exceed one hundred and
twenty days.

(2) Independent Director: Schedule IV of the Companies Act, 2013 and the Rules thereunder and
Regulation 25(3) of SEBI (LODR) Listing Regulation 2015, the independent director held their
separate meeting on 28^th March 2024, without attendance of non-independent directors and
members of Management, to inter alia: All Independent directors were present in meeting.

(3) Attendance of Directors

Attendance of Directors at the Board Meetings held during the financial year ended 31^st March
2024 and at last AGM:

Name of Director (in alphabetical order)	Category	Number of meetings		Attendance at the last AGM
		Held	Attended	Held on 24th August 2023
Mr. Girish Kumar Pungalia	Non-Executive - Independent	4	4	Yes
Mrs. Grace R. Deora	Non-Executive	4	4	Yes
Mr. Shyam Sunder Sharma	Non-Executive	4	4	Yes
Mr. Sunil S. Jhunjhunwala	Non-Executive - Independent	4	4	Yes
Mr. Rajesh R. Deora	Non-Executive	4	4	Yes
Mr. Ramu S. Deora	Non-Executive	4	4	Yes

g) Evaluation of Performance of The Board, Its Committees and Directors

(1) Key Managerial Personnel (‘KMP’)

Mr. Ramu S. Deora, Director; Mr. PuranJ. Parmar, Chief Financial Officer; and Mrs. UrecaDeolekar
(name before marriage Ms. Ureca Shirish Shirole), Company Secretary & Compliance Officer, are
Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51), and
203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulations 6(1) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change
in the Key Managerial Personnel (KMP) during the financial year.

(2) Remuneration of Directors, Key Managerial Personnel, and Particulars of Employees

The remuneration paid to the Directors is in accordance with^f^:Nqmination and Remuneration

policy formulated in accordance with Section 178 of the^mpanie$A^2013 and Regulation 19

If «y \V-u

|( o ( Mumbai J § 11

of the listing Regulations (including any statutory modifications (s) orre-enactments(s) thereoffor
the time being in Force). The information required under Section 197 of the Companies Act, 2013
read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(including any statutory modification^) or re-enactment(s) thereof for the time being in force) in
respect ofDirectors/employee of the Company is as follows:

The company director has forgone remuneration. Further no sitting fee has been paid to any
director during the financial year. The particulars of the employees who are covered by the
provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are:

(a) Employed throughout the year Nil

(b) Employed for part of the year Nil

The increase in remuneration of employees other than the Key Managerial Personnel is
considerably in line with the increase in remuneration of Key Managerial Personnel. It is affirmed
that the remuneration paid to the Directors, Key Management Personnel and senior management
is as per the Nomination and Remuneration Policy of the Company.

The number of permanent employees on the rolls of company: 10.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and
others entitled thereto, excluding the information on employees’ particulars which is available for
inspection by the members at the Registered office of the company during business hours on
working days of the company up to the date of ensuing Annual General Meeting. If any member
is interested in inspecting the same, such a member may write to the Chief Financial Officer in
advance.

h) Corporate Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, mandates
the formulation of certain policies for all listed companies. The corporate governance policies are
available on the Company’s website at httos://www.triochemproducts.com under the head “Investor
Relations” Search by Year “2023-24”. The policies are reviewed periodically by the Board and updated
as needed. Key policies that have been adopted are as follows:

(1) Nomination & Remuneration Policy

The Company has formulated and adopted the Nomination and Remuneration Policy in
accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and
the Listing Regulations. The said Policy of the Company, inter alia, provides that the Nomination
and Remuneration Committee shall formulate the criteria for appointment if Executive, Non¬
Executive and Independent Directors on the Board of Directors on the Board of Directors of the
Company and persons in the Senior Management of the Company, their remuneration including
determination of qualifications, positive attributes, independence of Directors and other matters
as provided under sub-section (3) of section 178 of the Companies Act, 2013 (including any
statutory modification^) or re-enactment(s) thereof for dpsffiapfedng in force). The Policy is
available on the website of the Company at the fofiowingdmfk-

htfns:/Agww.trinrhemprnduc.ts.cnm/uploads/InYestor-relations/pdfs/nomiaation-and-

remuneration-policv-26.pdf

(2) Directors Appointment and Remuneration Policy

The Board, on the recommendation of the Nomination and Remuneration Committee has framed
aPolicy for selection and appointment of Directors & Senior Management and their remuneration.
The Policy of the Company on Directors appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of Directors and other matters
provided under Section 178(3) of the Act and Regulation 19 of the listing Regulations is available
on the website of the Company at the following link:

https://www.triochemproducts.com/uploads/Investor-relations/pdfe/appointment-evaluation-of-

board-of-directors-kmps-and-senior-management-personn-27.pdf

(3) Performance Evaluation of The Board, Its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the
company has implemented a system of evaluating performance of the Board of Directors and of
its committees and individual directors on the basis of evaluation criteria suggested by the
Nomination and Remuneration Committee and the SEBI (LODR) Regulations, 2015. Accordingly,
the Board has carried out an evaluation of its performance after taking into consideration various
performance related aspects of the Board’s functioning, composition of the Board and its
Committees, culture, execution and performance of specific duties, remuneration, obligations and
governance. The performance evaluation of the Board as a whole, Chairperson and Non¬
Independent Directors was also carried out by the Independent Directors in their meeting held
on 28^th March 2024.

Similarly, the performance of various committees, individual Independent and Non-Independent
Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated)
on various parameters like engagement, analysis, decision making, communication and interest of
stakeholders.

The Board ofDirectors expressed its satisfaction with the performance of the Board, its committees
and individual directors.

(4) Terms and Conditions for Appointment of Independent Director

The Board is of the opinion that all the Independent Directors of the Company possesses requisite
qualifications, experience and expertise in chemicals/manufacturing industry, strategy, auditing,
tax and risk advisory services, financial services, corporate governance, etc. and that they hold
standards of integrity. They have played a pivotal role in safeguarding the interests of all
stakeholders. The Company has also issued formal appointment letters to all the Independent
Directors in the manner provided under the Companies Act, 2013 read with the Rules issued
thereunder. The terms and conditions for appointment of independent director and a sample
letter of appointment issued to the, are posted on the Company’s website under the section
‘Investor Relations’ tab ‘Appointment of Non-Executive Independent Director’ at following the
lint:

httPs://www.triochemproducts.com/uoloads/Investor-refaIoi^/D^Aeys-and-condition-of-

1 o\ / tJ''/J

—- W.-''.V Jn

The Independent Directors of the Company got included their names in the data bank of
Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of
Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of
Directors) Rules, 2014.

(5) Familiarization Programme for The Independent Directors

The Independent Directors are familiarized through various programmes on a continuing basis
including: (a) Nature of the industry in which Company operates; (b) business model of the
Company; (c) roles, rights, responsibilities of Independent Directors etc.,

In Compliance with the requirements of SEBI Regulations, familiarization programme along with
their role, rights and responsibilities as Directors, the working of the Company, nature of the
industry in which the Company operates, business model, etc. it is also display on website of the
Company at following the link:

https://www.triochemproducts.com/uploads4nvestor-relations/pdfs/funilarization-program-for-

independent-directors-ver02-23-1731.pdf

(6) Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of
the Board and all employees in day-to-day business operations of the company. The Code lays
down the standard procedure of business conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on matters
relating to integrity in the workplace, in business practices and in dealing with stakeholders. All
the Board Members and the Senior Management personnel have confirmed compliance with the
Code. The Code has been displayed on website of the Company at following the link:
https://www.triochemproducts.com/uploads/lnvestor-relations/pdfe/directors--senior-
management-personnel-24.pdf

(7) Prevention of Insider Trading

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company
has adopted the Code of Internal Procedures and Conduct for Regulating, Monitoring and
Reporting of Trading by Designated Persons and their Immediate Relatives along with Code of Fair
Disclosures. The Code of Conduct to Regulate, Monitor and Report Trading by employees and
other connected persons has been displayed on website of the Company at following the link:
https://www.triochemproducts.com/uploads/Investor-relations/pdfe/code-of-practices-
procedures-for-fair-disclosure-of-unpublished-price-sensitive-1710.pdf

(8) Related Party Transaction

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, your
Company has formulated a Policy on Related Party Transactions which is available on the website
of the Company at following link:

https://wwwtriochemproducts.com/uploads/lnvestor-relltiQhs/pdfe/relmed-partv-transactions-
ver02-23-1734.pdf ||( Mumbai jg.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place
for all transactions between the Company and Related Parties.

(9) Vigil Mechanism / Whistle Blower Policy

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for
directors and employees in confirmation with Section 177 (9) of the Act and Regulation 22 of SEBI
Listing Regulations, to report concerns about unethical behavior. The Company hereby affirms
that no Director/employee has been denied access to the Chairman and Audit Committee and that
no complaints were received during the year.

The said Policy provides for (a) adequate safeguards against victimization of persons who use the
Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of
the Company. The Company believes in the conducts of the affairs of its constituents by adopting
the highest standards of professionalism, honest, integrity and ethical behavior, in line with the
TPL Code of Conduct (‘Code’). All the stakeholders are encouraged to raise their concerns or make
disclosures on being aware of any potential or actual violation of the Code, policies, or the law.
The Company maintains a website where detailed information of the company and its products
are provided.

In order to ensure that the activities of the company and its employees are conducted in a lair and
transparent manner by adoption of highest standards of professionalism, honesty, integrity and
ethical behavior the company has adopted a vigil mechanism policy. The aim of the policy is to
provide adequate safeguards against victimization of whistle blower who avails of the mechanism
and also provide direct access to the Chairman of the Audit Committee, in appropriate or
exceptional cases. Accordingly, ‘Whistle Blower Policy⁵ has been formulated with a view to provide
a mechanism for the Directors and employees of the Company to approach the Ethics Counsellor
or the Chairman of the Audit Committee of the Company. The purpose of this policy is to provide
a framework to promote responsible and secure whistle blowing. It protects employees willing to
raise a concern about serious irregularities within the Company.

This policy is available on the website of the Company at following link:

https://www.triochemproducts.com/uploads/Investor-relations/pdfcMgil-mechanism--wfaistle-

blower-oolicy-28.pdf

i) Annual Return

The Annual Return of the Company as on March 31,2024, in Form MGT-7 in accordance with Section
92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available
on the website of the Company at the following link:

https://www.triochemproducts.com/uploads/lnvestor-relations/pdfc/draft-annual-retum-202324-

2948-odf

Byvirtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to
provide extract of Annual Return (form MGT- 9) as part of thes;®qpxlfc Report, voluntary basis is
attached as “Annexure B” form parts of the Board’s Report.

j) Secretarial Standards

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on
various aspects of corporate law and practices. The Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.

k) listing

The equity shares of the Company are listed on BSE Limited, Mumbai. The Company has paid Annual
Listing fees for the year financial year 2023-24 and 2024-25. There was no suspension on shares of the
Company during the year.

l) Depository Services

The Company’s Equity Shares have been admitted to the depository mechanism of the National
Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL).
As a result, the investors have an option to hold the shares of the Company in dematerialized form in
either of the two Depositories. The Company has been allotted ISIN No. INE331E01013.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with
Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in
electronic form.

m) Internal Financial Control and Their Adequacy

The Company has in place Internal Financial Control Systems, commensurate with the nature of its
business and the size, scale, and complexity of its operations to ensure proper recording of financial
and operational information & compliance of various internal controls, statutory compliances, and
other regulatory compliances. The internal control procedures have been planned and designed to
safeguard and protect from loss, unauthorized use, or disposition of its assets. All the transactions are
probably authorized, recorded, and reported to the Management. The Company is following all the
applicable Accounting Standards for properly maintaining the books of accounts and reporting
financial statements. The internal auditor of the company checks and verifies the internal control and
monitors them in accordance with policy adopted by the company. The company continues to ensure
proper and adequate systems and procedures commensurate with its size and nature of its business.

As required by the Companies Act 2013, your Company has implemented an Internal Financial Control
(IFC) Framework. Section 134(5) (e) requires the Directors to make an assertion in the Directors
Responsibility Statement that your Company has laid down internal financial controls, which are in
existence, adequate and operate effectively. Under Section 177(4) (vii), the Audit Committee evaluates
the internal financial controls and makes a representation to the Board. The purpose of the IFC is to
ensure that policies and procedures adopted by your Company for ensuring the orderly and efficient
conduct of its business are implemented, including policies for and the safeguarding its assets,
prevention and detection of frauds and errors, accuracy and completeness of accounting records, and
timely preparation of reliable financial information. The IFC implementation required all processes of
your Company to be documented alongside the controls within the process. All processes were
satisfactorily tested for both design and effectiveness during theye^rfs^

The TPL code of conduct and accompanying training seeks to ensure everyone in your Company
understands how to put values into practice. Mandatory training on the Code of Conduct helps your
Company’s employees gain the confidence to make the right decisions and become familiar with the
policies and procedures applicable to their areas of operation, avoid conflicts of interest and report all
unethical and illegal conduct. Additionally, employees are required to certify in an annual basis
whether there have been any transactions which are fraudulent, illegal or violate of the Code of
Conduct. Strong oversight and self-monitoring policies and procedures demonstrate your Company’s
commitment to the highest standards of integrity. Your Company has also successfully complemented
its Internal Control Framework with the test of design and effectiveness of all its processes across the
organization as part of meeting the requirements of the Companies Act, 2013, to ensure the existence
and effectiveness of Internal Financial Controls.

The Audit Committee reviews the adequacy and effectiveness of the Company’s internal control
environment and monitors the implementation of audit recommendations, including those relating to
strengthening of the Company’s risk management policies and systems. The ultimate objective being
a Zero Surprise, Bisk controlled Organization.

n) Significant and Material Order

There are no significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and the Company’s operations in future.

5. AUDIT AND AUDITORS

a) Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 and the Rules made there under, M/s. Kanu Doshi
Associates LLP, (Firm Registration No. 104746W/ W100096), are appointed as the Statutory Auditors
by the Members in the Annual General Meeting held on 26^th August 2022 to hold office until the
conclusion of 55^th Annual General Meeting to be held in the financial year 2027-28.

The requirement for the annual ratification of auditors’ appointment at the AGM has been omitted
pursuant to the Companies (Amendment) Act, 2017, notified on May 7, 2018. The auditors have
confirmed their eligibility limits as prescribed in the Companies Act, 2013, and that they are not
disqualified from continuing as Auditors of the Company.

The Statutory Auditors’ comments on your Company’s account for the year ended March 31,2024, are
self-explanatory in nature and do not require any explanation. The Auditors’ Report does not contain
any qualification, reservation, adverse remark, disclaimer, or modified opinion remarks.

b) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under
(including any amendments), modification^) or re-enactment(s) thereof for the time being in force),
the Board of Directors of the Company, on recommendation of Audit Committee, at their meeting held
on 28* May 2024 have Re-appointed M/s. Haren Sanghvi & Assocfa^sQhartered Accountant as Internal
Auditors of the Company for the Financial Year 2024-25, to oMm^^f^^Audit of the Company. The
Internal Auditors reports to the Audit Committee of the Bqamf which iMgsito maintain its objectivity

II o f Mumbai I g 11

and independence. The scope and authority of the Internal Audit function is defined by the Audit
Committee. The Significant audit observations and corrective actions thereon are presented to the Audit
Committee of the Board.

c) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Ragini
Chokshi & Co. (CP No. 1436), Practicing Company Secretaries were appointed to conduct the
secretarial audit of the Company for the financial year 2023-2024. The Company has received consent
from M/s. Ragini Chokshi & Co. (CP No. 1436), Company Secretaries to act as the auditors for
conducting audit of the Secretarial records for the financial year ended 31^st March 2024.

The Secretarial Audit Report in Form No. MR-3 for the financial year ended March 31,2024, is annexed
herewith as “Annexure C” form parts of the Board’s Report. There has been no qualification,
reservation, adverse remark, or disclaimer given by the Secretarial Auditors in their Report.

d) Cost auditor

The Central Government of India has not specified the maintenance the of cost records under sub¬
section (1) of section 148 of the Act for any of the products of the company. Accordingly, during the
year, maintenance of Cost Records and Cost Audit was not applicable to the Company.

e) Reporting of Frauds by Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported
to the Board or Audit Committee, as required under Section 134 (3) (ca) and 143(12) ofthe Companies
Act, 2013, any instances of frauds committed against the Company by its officers or employees, the
details of which would need to be mentioned in this Report.

6. HUMAN RESOURCE MANAGEMENT

a) Human resources policy is aimed at having a universal and scientific method to hire the best talent in
the industry with optimum skills and aptitude required for the job. The company has always recognized
talent and has judiciously followed the principle of rewarding performance. This requires the
management and the employees to fully understand and respect each other. On an ongoing basis the
management identifies and implements necessary measures to maintain a positive climate and improve
performance levels. The management has always carried out systematic appraisal of performance and
imparted training at periodic intervals. The Company continued the welfare activities for the
employees, which include Medical Care, Group Insurance and Canteen Facility. To enrich the skills of
employees and enrich their experience, the Company arranges, Practical Training Courses by Internal
and External Faculty.

Your Directors also wish to place on record their appreciation for the dedication and commitment
displayed by all executives’ officers and staff at all levels of the company.

b) Particulars of employees

if \tr\\

The information required under Section 197(12) of the Act read with Rule 5(1), 5(2) & 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including
amendment thereto, is provided in above point number 4(g) (2).

c) Prevention of Sexual Harassment at Workplace

The Company strongly believes in providing a safe and harassment free workplace for each and every
individual working for the Company through various interventions and practices. It is the continuous
endeavour of the Management of the Company to create and provide an environment to all its employees
that is free from discrimination and harassment including sexual harassment. The Company 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 made thereunder. The Company has arranged interactive awareness workshops
in this regard for the employees at the manufacturing sites & corporate office during the year under
review.

During the year no complaints were received by the Internal Complaints Committee of the Company.
The Company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

This policy is available on the website of the Company at following link:

https://www.triochemproducts.com/uploads/favestor-relations/pdfe/Drevention-of-sexual-harasment-at-

workpalce-policy-78.pdf

d) Health, Safety and Environment

The Company is committed to ensure a sound Safety, Health and Environment (SHE) performance
related to its activities, products, and services. Your Company has been continuously taking various
steps to develop and adopt Safer Process technologies and unit operations. The Company has been
investing in areas such as Process Automation for increased safety and reduction of human error
element, Enhanced level of training on Process and Behavior based safety, adoption of safe &
environmentally friendly production process, Installation of reactors, Multiple effect evaporator, etc.
to reduce the discharge of effluents, commissioning of Waste Heat recovery systems, and so on to
ensure the Reduction, Recovery and Reuse of effluents & other utilities. Monitoring and periodic
review of the designed SHE Management System are done on a continuous basis.

e) Industrial Relations:

Industrial relations have been cordial at the manufacturing units and corporate office of the Company.

7. CONSERVATION OF ENERY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

a) Conservation of Energy

The information on conversation of energy stipulated unde^eeto^4(3)(m) of the Act read with

Rule 8 of The Companies (Accounts) Rules, 2014, in FormA^ran^^^ewith “Annexure- D”.

// <5/ \V-n

b) Technology Absorption

The information on technology absorption stipulated under Section 134(3) (m) of the Act read with
Rule 8 of The Companies (Accounts) Rules, 2014, in Form B is annexed herewith “Annexure- D”.

c) Foreign Exchange Earnings and Outgo

The information on foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the
Act read with Rule 8 of The Companies (Accounts) Rules, 2014, in Form C is annexed herewith
“Annexure- D”.

8. BUSINESS RESPONSIBILITY REPORT (BRR)

The SEBI (LODR) Regulation 2015 mandates the inclusion of the BRR as part of the Annual Report for the
top 1000 listed entities based on market capitalization. Since the Company is not covered under the top
1000 listed entities based on market capitalization, Business Responsibility Reporting is not applicable to
the Company.

9. RISK MANAGEMENT

As per provisions of the Companies Act, 2013 and as part of good Corporate Governance, the company has
long been followed the principle of risk minimization as is the norm in every industry, it has now become
a compulsion. Therefore, the Board members were informed about the risk assessment and minimization
procedures after which the Board formally adopted steps for framing, implementing, and monitoring the
risk management plan for the company. The Audit Committee of the Company has periodically reviewed
the various risks associated with business of the Company. Such review includes risk identification,
evaluation and mitigation of the risk.

The main objective of this policy is to ensure 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-with the key objectives, the policy establishes a structured and disciplined approach to Risk
Management, in order to guide decisions on risk related issues. In today’s challenging and competitive
environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company
are imperative. The common risks inter alia are Regulations, competitive, Business risk, Technology
obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further
includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed
and steps as appropriate are taken to mitigate the same.

Constituting the Risk Management Committee was extended to the top 500 listed entities on the basis of
the market capitalization, the same is not applicable to our Company for the year ended March 31,2024.

The Company has implemented Risk Management Policy and the Board of Directors has prepared a
comprehensive framework of risk management for assessment of risks and to determine the responses to
these risks so as to minimize their adverse impact on the organization. The policy as approved by the Board
of Directors, which is available on the website of the Company at

httPS://www.triochemoroducts.com/uoloads/[nvestor-relations/DifeM:-mam^ment-oolicy-25.odf

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10. OTHER GENERAL DISCLOSURES:

a) Secretarial Standards: The Institute of Company Secretaries of India, a Statutory Body, has issued
Secretarial Standards on various aspects of corporate law and practices. The Company has complied
with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

b) Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code,
2016 (IBC): During the year, there has been no initiation of any Corporate Insolvency Resolution
Process under the Insolvency and Bankruptcy Code, 2016 (IBC).

c) Statement of deviation or variation: During the year, the Company has not raised / made offer by
way of Public Issue, Right Issue, Preferential Issue, Qualified Institutions Placement (QIP) etc. and
therefore it is not applicable to the Company.

d) Disclosure with respect to Demat Suspense Account / Unclaimed Suspense Account: The

Company reports that no shares issued pursuant to Public Issue remains Unclaimed hence the Clause
of Disclosure with respect to Demat Suspense Account / Unclaimed Suspense Account is not applicable.

e) The details of difference between amount of the valuation done at the time of a one-time
settlement and the valuation done while taking a loan from Banks or Financial Institutions,
along with the reasons thereof during the F.Y. 2022-23 and the date of Directors’ Report: There
was no instance of onetime settlement with any Bank or Financial Institution.

f) Significant and Material Order Passed by the Regulators/Courts/Tribunals: During the year there
are no significant material orders passed by the regulators or courts or tribunals which impact the
going concern status and Company’s operations in future.

g) Reporting of Frauds by Auditors: During the year under review, neither the Statutory Auditors nor
the Secretarial Auditor have reported to the Board or Audit Committee, as required under Section 134

(3) (ca) and 143(12) of the Companies Act, 2013, any instances of frauds committed against the
Company by its officers or employees, the details of which would need to be mentioned in this Report.

h) Listing at stock Exchange: The equity shares of the Company continue to listed and traded in BSE
Limited. The Annual Listing fees for the year financial year 2022-23 and 2023-24 has been paid to the
stock exchanges. There was no suspension on shares of the Company during the year.

i) Dematerialization: Your Company has tied up with National Securities Depository Ltd. (NSDL) and
Central Depository Services (India) Ltd. (CDSL) to enable the shareholders to trade and hold share in
an electronic/dematerialized form. The shareholders are advised to take benefits of dematerialization.

j) Awards: Your Company has not received any Award during the financial 2022-23.

k) Financial Statements: As per Regulation 33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing
Regulations”) and applicable provisions of the Companie^^^^^ad with the Rules issued
thereunder, the Financial Statements of the Company fi^^rfi^&phyear 2020-21 have been

prepared in compliance with applicable Accounting StandaragM^^iOT&lby the Board of Directors.

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l) The Financial statements of the Company were not revised.

m) Impairment of Assets & Capital Work-in-Progress: In compliance with Accounting Standard AS-28
relating to “Impairment of Assets”, the company has reviewed the carrying amount of its fixed assets
as at the end of the year. Based on the strategic plans and such valuation of the fixed assets of the
company, on impairment of assets is envisaged at the balance sheet date.

n) Credit Rating: Credit Rating is not obtained as the same is not required for obtaining the credit
facilities from bank.

o) Key Initiatives with respect to Stakeholder Relationship, Customer Relationship, Environment,
Sustainability, Health and Safety: The Company to the maximum extent possible under various
programmers initiated by the Company, e.g. (a) The Company assists its vendors with prevention of
wastage and efficient utilization of resources, (b) All the Equipment and Machinery purchased in new
manufacturing plant are clean technology, energy efficient, etc., with numerous stakeholders working
across the Company’s different locations and operations, it is difficult to estimate the percentage.

p) The Company has not issued any warrants, debentures, bonds, or any non-convertible
securities.

q) The Company has not brought back its shares, pursuant to the provision of Section 68 of Act and the
Rules made thereunder.

r) The Company has not failed to implement any corporate action.

s) Corporate Governance: In terms of Regulation 15(2) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, states that, The Compliance with
the corporate governance provisions as specified in regulation 17, [17A,] 18,19,20,21,22,23,24,24A,
25,26,27 and clauses (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and para C, D and E of
Schedule Y shall not apply, to listed entities having paid up equity share capital not exceeding rupees
ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous
financial year. In case of our Company as on the last audited balance sheet as at 31^st March 2024 paid
up equity capital of the company is Rs.24.50 lakh which is less than ten crores and net worth Rs.14.62
Crore which is less than rupees twenty-five crore, which is within the limit as prescribed in Regulation
15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. Hence, due to
applicability of Regulation 15(2) of Securities and Exchange Board of India (LODR) Regulations, 2015,
the corporate governance provision are not applicable to us. When the provision of the said regulation
becomes applicable to the Company at a later date, the same shall be complied with, within six months
from the date on which the provisions become applicable to the Company.

t) Corporate Social Responsibility: The provisions of Companies Act, 2013 regarding Corporate Social
Responsibility shall not be applicable to companies having net worth not exceeding Rs.500 crore or
more or turnover not exceeding Rs. 1,000 crore or net profit not exceeding Rs.5 crore or more during
any financial year, as on the last day of the previous financiafy^ffisSSsi| of our Company as on the
last audited balance sheet as at 31^st March 2024 neither the n^^drai^e^Ms.500 crores or turnover

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exceeds Rsl,000 crore or net profit exceeding Rs.5 crore. Hence, the provisions of Companies Act,

2013 regarding Corporate Social Responsibility would not be applicable.

u) Business Responsibility Report: The Listing Regulations mandate the inclusion of the BRR as part of
the Annual Report for the top 1,000 listed entities based on market capitalization, the same is not
applicable to our Company for the year ended March 31,2024.

11. BANK AND CREDIT FACILITIES:

Your Directors wish to place on record their appreciation for the support from Company’s bankers namely
State Bank of India. The Company’s finance position continues to be robust. During the year under review,
the cash generation from operation reflect a substantial increase. This has been the Company⁵s philosophy
throughout and can be vouched for over the years. The Company is zero debt company. The borrowings
are taken for short-term requirements.

ACKNOWLEDGEMENTS:

Your Directors of the Company wish to take the opportunity to express their deep sense of gratitude to the
Banks, Government Authorities, Customers and Shareholders for their continuous guidance and support.

Further they would also like to place on record their sincere appreciation for dedication and the hard work put
in by all employees for their dedicated services.

The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the
Company.

By order of the Board of Directors
For Triochem Products Limited

--"

Grace R. Deora Ramu S. Deora

Director Director

DIN: 00312080 DIN: 00312369

CIN No.: L24249MH1972PLC015544
Place: Mumbai
Dated: 28^th May 2024
Registered Office:

4^th Floor, Sambava Chambers, Sir P. M. Road, Fort, Mumbai: 400 001

Email: [e-mail]

Website: www.triochemoroducts.com

Phone No.: 9122 22663150

Fax No.: 9122 22024657

---

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 43rd Annual Report together with the Audited Statement of Accounts of Triochem Products Limited for the year ended 31st March, 2015.

SUMMARISED FINANCIAL HIGHLIGHTS (Rs.)

Current Year Previous Year

Gross Turnover and other receipts 3,075.46 3,395.24

Profit / (Loss) before Interest and Depreciation 128.33 156.31

Less: Interest 41.24 46.55

Profit / (Loss) before Depreciation 87.09 109.79

Less: Depreciation 32.28 31.01

Profit / (Loss) Before Tax 54.81 78.78

Less: Provision for taxation 13.21 26.19

Profit / (Loss) After Tax 41.60 52.59

Balance brought forward from previous year 211.25 158.66

Balance carried to Balance Sheet 252.85 211.25

AMOUNT CARRIED FORWARD TO RESERVES

Your Company has not transferred any amount to its reserves.

OUTLOOK 2015-2016

The domestic pharmaceuticals Industry is showing of improvement and is expected to grow at a rate of 10% to 12%. However, with various new programmers that the Company has undertaken and in view of the available unused capacity, the company is expected to grow by about 11% in the domestic market.

BUSINESS PERFORMANCE

Due to recessionary trends which continued globally, your company's turnover is slightly decreased in comparison to performance of previous year. The aforesaid turnover was results of a steep fall in the global crude prices by more than 50% from a high of 115 USD/barrel adversely affecting economic slowdown globally and not restricted to USA & European countries. This year has been challenging in response to high volatility in foreign currency and devaluation of rupee.

The current situation is expected to continue during the financial year 2015-16. The market is expected to improve slowly during the second half of the year 2015-16. With inventory available on the ground, the selling price will b( under pressure. Further, the increase in the cost of power and consumables will have an impact on the margins With the expectation of an improvement in the market conditions during the year, the Company will endeavor tc perform better than last year.

As regards to infrastructure, Your Company's head office and factory are adequately equipped to provide complete support to the customer. Internal control systems have been well established and cost consciousness in factor) operation will lead to improved profitability in the long run.

Your Directors are confident that the company will strive hard to improve the performance in the current year. DIVIDEND

Since there is inadequate profit, the directors are unable to declare the dividend during the year.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs.24.25 Lacs. During the year under review the company has not issued any shares or any convertible instruments,

FIXED DEPOSIT

The Company has not accepted any fixed deposit during the year under review falling within the purview of 73 of Companies Act, 2013.

DEMATERIAIIZATION

Your Company has tied up with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd, (CDSL) to enable the shareholders to trade and hold share in an electronic/dematerialized form. The shareholders' are advised to take benefits of dematerialization.

CHANGES IN THE NATURE OF BUSINESS

There were no changes in the nature of business during the year ended 31st March, 2015.

CREDIT FACILITIES

Your Directors wish to place on record their appreciation for the support from Company's bankers namely State Bank of India.

INSURANCE

All insurable assets of the Company including inventories, warehouse premises, etc. are adequately insured. ECONOMIC SCENARIO AND OUTIOOK

India is set to become the world's fastest-growing major economy by 2016 ahead of China, the international Monetary Fund (IMF) said in its recent forecast. India is expected to grow at 6.3 per cent in 2015, and 6.5 per cent in 2016 by when it is likely to cross China's projected growth rate, the IMF said the latest update of its World Economic Outlook.

The government, engineering an economic rebound with a slew of reforms, has unveiled a new statistical method to calculate the national income with a broader framework that the turned up a pleasant surprise: GDP in the past year 2013-14 grew 6.9 per cent instead of the earlier 4.7 per cent.

The International Monetary Fund (IMF) and the World Bank in a joint report have forecasted that India will register a growth of 6.4 per cent in 2015, due to renewed confidence in the market brought about by a series of economic reforms pursued by the government.

PHARMA INDUSTRY OUTLOOK AND OPPORTUNITIES

The "organized" sector of India's pharmaceuticals industry consists of 250 to 300 companies, which account for 70 percent of products on the market, with the top 10 firm representing 30 percent. However, the total sector is estimated at nearly 20,000 businesses, some of which are extremely small, approximately 75 percent of India's demand for medicines is met by local manufacturing.

The Indian pharmaceuticals market is third largest in term of volume and thirteen largest in term of value, as per a pharmaceutical's sector analysis by equity master. The market is dominated majorly by branded generics which constitute nearly 70 to 80 per cent of the market considered to be a highly fragmented industry; consolidation has increasingly become an important feature of the Indian pharmaceuticals market.

The Indian pharmaceuticals industry is estimated to grow at 20 per cent compound annual growth rate (CARG) over the next five years, as pr Indi Ratings, a Fitch Group company, Indian pharmaceutical manufacturing facilities registered with US Food and Drug Administration (FDA) as on March 2014 was the highest at 523 for any country outside the US,

The union Cabinet has given is approval to amend the existing FDI policy in the pharmaceutical sector in order to cover medical devices. The Cabinet gas allowed FDI up to 100 per cent under the automatic route for manufacturing of medical devices subject to specified conditions,

HUMAN RESOURCES

The well-disciplined workforce which has served the company for four decades lies at the very foundation of the company's major achievements and shall well continue for the years to come. Maintenance of a cordial and supportive environment is a pre-requisite for the smooth functioning of any organization. This requires the management and the employees to fully understand and respect each other, On an ongoing basis the management identifies and implements necessary measures to maintain a positive climate and improve performance levels. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

The Company continued the welfare activities for the employees, which include Medical Care, Group Insurance and Canteen Facility. To enrich the skills of employees and enrich their experience, the Company arranges, Practical Training Courses by Internal and External Faculty.

Your Directors also wish to place on record their appreciation for the dedication and commitment displayed by all executives' officers and staff at all levels of the company.

BUSINESS RISK MANAGEMENT

Although the company has long been followed the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, the Board members were informed about the risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve with the key objectives, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are; Regulations, competitive, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same,

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorised use or disposition of its assets. All the transactions are probably authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business,

SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significance and material orders passed by regulators or courts or tribunals impacting the going concern status and company operations in future. There were no material changes and commitments affecting the financial position of the company occurring between March 31, 2015 and the date of this Report of the Directors.

SUBSIDIARIES, TOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR

The Company has no subsidiaries, joint ventures or associated companies therefore disclosures in this regards are not provided in this report,

DECLARATION BY INDEPENDENT DIRECTORS: ISECTION 134 ffl fDU

The Independent Directors of the company are not associated with the Company in any manner as stipulated under section 149(6) of Companies Act, 2015 and at same time possess relevant expertise and experience that are additive to the Board of the company for delivering higher growth and higher value.

RISK & MITIGATION

The Company has identified various risks faced by the Company from different areas, As per the provision of the Companies Act, 2013 and listing agreements, the Board has adopted a risk management policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risk as and when they evolve.

PARTICULARS OF INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186 WITH DETAILS

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years, Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF),

AWARDS

Your Company has not received any Award during the financial 2014-2015.

RESEARCH & DEVELOPMENT

The information on Research and Development in Form B is annexed herewith as "Annexure - 2".

WEBSITE OF THE COMPANY

The Company maintains a website www.triochemproducts.com where detailed information of the company and its products are provided

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company's website www.triochemproducts.com The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

DISCLOSURE OF VARIOUS POLICIES:

The Board has approved various policies in their meeting so that the Committees work effectively and in accordance with the provisions as stipulated in the Policies. Various policies as approved by the Board are posted in the Website of the Company.

Remuneration Policy

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is posted in the Website of the Company,

Risk Management Policy: [Section 134 (3) (N)]

The Company has implemented Risk Management Policy and the Board of Directors has prepared a comprehensive framework of risk management for assessment of risks and to determine the responses to these risks so as to minimize their adverse impact on the organization. The policy as approved by the Board of Directors is uploaded on the Company's website.

Vigil Mechanism / Whistle Blower Policy

In order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, ‘Whistle Blower Policy' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counsellor or the Chairman of the Audit Committee ofthe Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

This policy posted on the website of company.

BOARD OF DIRECTORS

Appointment of Director

Pursuant to the provision of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the company, at a Board meeting held on 30.03.2015 the board had appointed Mrs. Grace R. Deora (DIN: 00312080) as an Additional Directors in the category of Woman Director and she shall hold office only up to the date of this Annual General Meeting and being eligible to offer herself for re-appointment as Director.

Appointment of Independent Directors

At a board meeting held on 30.03,2015 the Board had appointed Mr. Sunil S. Jhunjhunwaia (DIN: 00312529) and Mr. Girish Kumar Pungalia (DIN: 00032757) as an Additional Director in the category of Independent Directors under the companies Act, 2013 for 5 consecutive years for a term upto the conclusion of 48th Annual General Meeting.

All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) ofthe Companies Act, 213 and listing agreement.

The requisite Resolutions for the appointment of Mr. Sunil S. Jhunjhunwaia (DIN: 00312529) and Mr. Girish Kumar Pungalia (DIN: 00032757) as an Independent Director, are being proposed in the Notice ofthe ensuing Annual General Meeting for the approval of the Members.

Mr. Mahabirprasad S. Deora (DIN: 01073326), Director of the Company, retire by rotation and being eligible has offered himself for re-appointment.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of every director's performance was carried out. An evaluation sheet was given to each director wherein certain criteria were set out for which ratings are to be given.

DETAILS KEY MANAGERIAL PERSONNEL:

The following three persons were formally appointed / designated as Key Managerial Personnel of the Company in compliance with provisions of Section 203 of the Companies Act, 2013.

1. Mr. Ramu S. Deora - Chief Executive Officer

2. Mr. Puran J. Parmar - Chief Financial Officer

Mr. Ramu S. Deora is formally designated as CEO w.e.f. 30th March, 2015.

Mr. Puran J. Parmar, is formally designated as Chief Financial Officer w.e.f. 30th March, 2015.

Pursuant to section 203 of the Companies Act, 2013 fead along with rule 8 of Companies (Appointment and Remuneration) Rules, 2014, it is mandatory to appoint Company Secretary if paid up share capital of the Company is more than 5 crores. Since our Company's paid up capital is less than 5 crores, so requirement for appointment Company Secretary is not mandatory.

NUMBER OF BOARD MEETING HELD

The Board of Directors duly meets 5 times during the financial year from 1st April, 2014 to 31s1 March, 2015. Th< dates on which the meetings were held are as follows:

28th May 2014,14th August, 2014, 15!h November, 2014,13 February, 2015 and 30th March, 2015

COMMITTEES

Audit Committee

The company is having an audit committee comprising of the following directors:

Name Status Category

Mr. Sunil S. Jhunjhunwala Chairman Non-Executive (Additional Independent Director)

Mr. Girish Kumar Pungalia Member Non-Executive (Additional Independent Director)

Mr. Shyam S. Sharma Member Director

Nomination and Remuneration Committee

The company is having a Nomination and Remuneration Committee comprising of the following directors:

Name Status Category

Mr. Sunil S. Jhunjhunwala Chairman Non-Executive (Additional Independent Director)

Mr. Girish Kumar Pungalia Member Non-Executive (Additional Independent Director)

Mr. Shyam S. Sharma Member Director

DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Sections 134(3) (c) read section 134(5) of the Companies Act, 2013 ofthe Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

c) the Directors have 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) that the annual financial statement have been prepared on going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and,

1) there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. All material related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

None of the Directors has any pecuniary relationships or transactions vis a-vis the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the company and its future operations,

AUDIT OBSERVATIONS

The observation of the Auditors in their report read together with the Notes to Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The auditor's reports do not contain any reservation, qualification & adverse remark for the financial year under review.

AUDITORS

Statutory Auditors

M/s. M. L, Bhuwania & Co.(Firm Registration No.; 101484W), Chartered Accountants who are to retire at the conclusion of the forthcoming Annual General meeting have offered themselves for re-appointment as Auditors of the Company, A written certificate to the effect that their appointment, if made, would be within the prescribed . limits under section 139 of the Companies Act, 2013, has been obtained by the Company from them. The Members are requested to consider their re-appointment and fix remuneration.

Secretarial Auditors

Pursuant to the provision of section 204 of the Companies Act, 2013 and The Companies (Appointment am Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ragini Chokshi & Co. (CP No 1436, FCS: 2390), Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audi Report is annexed herewith as "Annexure - 1."

The observations made in the report with regard to E-forms were delayed filed with MCA. The Companies Act, 2013 with Rules, 2014 become applicable from 1S1 April, 2014. Since the Companies Act, 2013 was new; we were not accustomed to Act so the company filed E-forms delayed with MCA authority. Our intention is never disobey any regulations and provisions. However; the Company would ensure in future compliance of the requisite provisions and take all precaution in this regards.

Internal Auditors

M/s Haren Sanghvi & Associates, Chartered Accountants performs the duties of internal auditors of the company anc their report is reviewed by the audit committee from time to time,

Cost auditor

In accordance with the provisions of Section 148 of Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Company is required to appoint a cost auditor to audit the cost records of the applicable products of the Company. Accordingly, during the year, Board appointed M/s N. Ritesh & Associates, Cost Accountants (Ritesh N. T. Proprietors) to conduct the cost audit ofthe Company.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility shall not be applicable to companies having net worth not exceeding Rs.500 crore or more or turnover not exceeding Rs.1,000 crore or net profit not exceeding Rs.5 crore or more during any financial year, as on the last day of the previous financial year.

In this connection, we wish to inform you that in respect of our Company as on the last audited balance sheet as at 31.03.2014 neither the net worth exceeds Rs.500 crores or turnover exceeds Rsl,000 crore or net profit exceeding Rs.5 crore, Hence, the provisions of Companies Act, 2013 regarding Corporate Social Responsibility would not be applicable.

CORPORATE GOVERNANCE

In terms of circular no.: CIR/MRD/DSA/31/2013 dated 30.03.2013 and circular no.: CIR/CFD/POLICY CELL/7/2014 dated 15.09.2014 issued by the Securities and Exchange Board of India, Clause 49 ofthe Listing Agreement shall not be applicable to companies having paid up equity share capital not exceeding Rs.10 crore and net worth not exceeding Rs.25 crore, as on the last day of the previous financial year. In this connection, we wish to inform you that in respect of our Company as on the last audited balance sheet as at 31.03.2014 neither the paid-up capital exceeds Rs.10 crores not the net worth exceeds Rs.25 crores. Hence, Clause 49 would not be applicable.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conversation of energy, technology adsorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) ofthe Companies Act, 2013 read with Rule, 8 ofthe Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure - 2".

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure 3". PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company is as follows:

The company has one Executive Director and due to financial constraints being faced by the company he has forgone remuneration. Further no sitting fee has been paid to any director during the year,

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

The remuneration paid to all key management personnel was in accordance with remuneration policy adopted by the company,

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Chief Financier officer in advance.

IMPAIRMENT OF ASSETS & CAPITAL WORK-IN-PROGRESS

In compliance with Accounting Standard AS-28 relating to "Impairment of Assets'', the company has reviewed the carrying amount of its fixed assets as at the end ofthe year. Based on the strategic plans and such valuation ofthe fixed assets of the company, on impairment of assets is envisaged at the balance sheet date.

ACKNOWLEDGEMENTS

The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central, and State Governments, bankers, and others associated with the Company,

Your Directors wish to thanks the banks, financial institutions, shareholders and business associates for their continued support and cooperation.

We look forward to receiving the continued patronage from all quarters to become a better and stronger company. CAUSIONARY STATEMENT

The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax, regime, other statues, market forces and other associated and individual factors mar however lead to variation in actual results. Readers are cautioned not to place undue reliance on the forward looking statements.

For and on behalf of the Board For Triochem Products Limited Ramu S. Deora Director & CEO DIN:00312369 Place: Mumbai Dated: 30th May, 2015

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Mar 31, 2014

Dear Members,

The Directors take great pleasure in presenting the 42nd Annual Report and Audited Accounts of your Company for the financial year ended 31st March, 2014.

FINANCIAL PERFORMANCE

The Financial performance of the Company for the Financial Year 2013-2014 in comparison to the previous financial year 2012-2013 are summarized as below: (Rs. In Lacs)

Current Year Previous Year

Sales & Other Income 3,395.24 3,106.84 Profit / (Loss) for the year before Depreciation 109.79 154.10

Less: Depreciation 31.01 32.92

Profit / (Loss) before Tax 78.78 121.18

Less: Provision for Tax

Current Year 27.83 34.97

Earlier Year 2.90 1.06

Deferred (4.54) 4.96

Profit / (Loss) after Tax for the year 52.59 80.19

Add: Profit / (Loss) carried forward from previous 158.66 78.47

Balance carried forward to next year 211.25 158.66

DIVIDEND

Since there is inadequate profit, the directors are unable to declare the dividend during the year. OPERATIONS

During the year under review the turnover for your Company was Rs.3,395.24 Lac as compared to Rs.3,106.84 lac in the previous year. The Company has earned profit after tax and exceptional item of Rs.52.59 lac in 2013 - 2014 as compared to Rs.80,19 lac in the previous year.

Due to recessionary trends which continued globally, your company''s turnover is slightly increased in comparison to performance of previous year. The aforesaid turnover was results of economic slowdown globally and not restricted to USA & European countries. This year has been challenging in response to high volatility in foreign currency and devaluation of rupee.

As regards to infrastructure, your Company''s head office and factory are adequately equipped to provide complete support to the customers. Internal control systems have been well established and cost consciousness in factory operation wilt lead to improved profitability in the long run.

Your Directors are confident that the company will strive hard to improve the performance in the current year

DIRECTORS

According to the provisions of the Companies Act, 2013, Mr Sunil Jhunjhunwala, who retires by rotation and being eligible, offers himself for re-appointment.

AUDITORS ;

M/s, M. L. Bhuwania & Co. Chartered Accountants who are to retire at the conclusion of the forthcoming Annual General meeting have offered themselves for re-appointment as Auditors of the Company. A written certificate to the effect that their appointment, if made, would be within the prescribed limits under section 139 of the Companies Act, 2013, has been obtained by the Company from them. The Members are requested to consider their re-appointment and fix remuneration.

AUDITORS REPORT

The observation of the Auditors in their report read together with the Notes to Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The auditor''s reports do not contain any reservation, qualification & adverse remark for the financial year under review.

HUMAN RESOURCE

Maintenance of a cordial and supportive environment is a pre-requisite for the smooth functioning of any organization. This requires the management and the employees to fully understand and respect each other. On an ongoing basis the management identifies and implements necessary measures to maintain a positive climate and improve performance levels.

Your Directors also wish to place on record their appreciation for the dedication and commitment displayed by all executives'' officers and staff at all levels of the company.

INSURANCE

All insurable assets of the Company including inventories, warehouse premises, etc. are adequately insured.

BANKS

Your Directors wish to place on record their appreciation for the support from Company''s bankers namely State Bank of India.

DIRECTORS''RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

a) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relation to material departure:

b) Appropriate accounting policies have been selected and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2013-2014 and Profit of the Company for that the year ended on 31st March, 2014;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis.

DEMATERIALIZATION

Your Company has tied up with Notional Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the shareholders to trade and hold share in an eiectronic/demateriailzed form. The shareholders'' are advised to take benefits of demateriaiization

LISTING OF SHARES

The Company''s equity shares continue to be listed on The Bombay Stock Exchange Limited (BSE). The listing fee for the financial year 2013-2014 was duly paid to BSE.

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

A statement giving details of conservation of energy and technology absorption in accordance with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988, is annexed. PARTICULARS OF EMPLOYEES

As required by the provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 9as amended), there are no Employees who were in receipt of remuneration of Rs.12,00,000/- or more during the financial year under review or Rs.1,00,000/- per month x or more.

COMPLIANCE CERTIFICATE

Compliance Certificate issued by Practicing Company Secretary Is annexed.

APPRECIATION

Your Directors take place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Directors also take this opportunity to thanks all Investors, Shareholders, State Government Authorities, Regulatory bodies, Business Associated, Banks and Financial Institutions for the support and encouragement during the year under review.

For and On behalf of the Board ForTriochem Products Limited

Director Place: Mumbai Dated: 28lh May, 2014

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Mar 31, 2013

To The Shareholders

The Directors present their Annual Report together with the Audited Accounts of the Company, for the year ended 31st March, 2013.

1 FINANCIAL RESULTS

2012-2013 2011-2012 Rupees in Lacs Rupees in Lacs

Sales & Other Income 3,106.84 1,244.10

Profit / (Loss) for the year before Depreciation 154.10 249.23

Less: Depreciation 32.92 16.32

Profit/(Loss) before Tax 121.18 232.91

Less: Provision for Tax- Current Year 34.97 60.66

-EarlierYear 1.06 0.75 -Deferred 4.96 14.17

- MAT Credit Entitlement 0.00 0.00

Profit/(Loss)after Tax for the year 80.19 157.33

Add: Profit/ (Loss) carried forward from previous year 78.47 (78.86)

Balance carried forward to next year 158.66 78.47

The Company has started manufacturing activity of Bulk Drug Plant during the previous year 2011 - 2012. The Company has decided to exporting its products through an Export house who is continuously attempting to develop new Export avenues. In view of present slow down in world economy and stiff competition. The Directors are constantly reviewing the situation, as and when the situation improves, the members would be informed the developments.

The working for the year resulted in a Net Profit of Rs 80.19 Lacs as against Net Profit of Rs 157.33 Lacs after provision of Taxation during the year 2012 - 2013 after meeting all expenses.

2 DIVIDEND

Since there is inadequate profits, the directors are unable to declare the dividend during the year.

3 DIRECTOR''S RESPONSIBILITY STATEMENT

In term of Section 217 (2AA) of the Companies Act, 1956,The Directors would like to state that:

a. In the preparation of annual accounts, the applicable accounting standards have been followed.

b. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company forthe year under review;

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The directors have prepared the annual accounts on a going concern basis.

4 DIRECTORS

Shri Shyam S. Sharma retires by rotation at the forth coming Annual General Meeting and being eligible, offer himself for re- appointment.

Shri Ramu S. Deora who retires by rotation at the forth coming Annual General Meeting and being eligible, offer himself for re- appointment.

5 AUDITORS

M/s M.L.Bhuwania & Co., Statutory Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and being eligible to offer themselves for re-appointment.The Directors recommend them for re-appointment and to fix their remuneration. .

6 PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABOSRPTION & FOREIGN EXCHNAGE EARNING & OUTGO.

As required U/s 217 (1) (e) of the Companies Act, 1956 and the Rules made therein the concerned particulars relating to conservation of Energy, Technology, Absorption and Foreign Exchange Earning and Outgo are given in the Annexure " A " attached hereto which forms a part of this Directors1 Report.

The relevant information in respect of the foreign exchange earnings and outgo has been given in the Notes to accounts for the yearended March 31,2013

7 PARTICULARS OF EMPLOYEES

As required by the provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended), there are no Employees who were in receipt of remuneration of Rs 12,00,000/- or more during the financial year under review or Rs 1,00,000/- per month or more.

8 COMPLIANCE CERTICATE

Compliance Certificate issued by Practising Company Secretary, is Annexed here to

9 APPRECIATION

Your Directors wish to acknowledge and thank its Customers, Shareholders, State Government Authorities, Business Associates, Banks and Financial Institutions for the support extended to the Company. Your Direcots also records their appreciation forthe commitment and dedication of the employees of your company.

FOR AND ON BEHALF OF THE BOARD

CHAIRMAN

Place :Mumbai

Dated :30th May, 2013

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Mar 31, 2012

The Directors present their Annual Report together with the Audited Accounts of the Company, for the year ended 31st March, 2012.

1 Financial Results 2011-2012 2010-2011

Rupees Rupees in Lacs in Lacs

Sales & Other Income 1,244.10 531.86

Profit/(Loss) for the year before Depreciation 249.23 86.81

Less: Depreciation 16.32 284

Profit/(Loss) before Tax 232.91 83.97

Less: Provision for Tax - Current Year 60.66 16.58

- Earlier Year 0.75

-Deferred 14.17 5.60

- MAT Credit Entitlement 0.00 (2.17)

Profit/(Loss) after Tax for the year 157.33 63.96

Add: Profit/(Loss) carried forward from previous year (78.87) (142.83)

Balance carried forward to next year 78.46 (78.87)

The Company has started manufacturing activity of Bulk Drug Plant during the year 2011 - 2012. The Company has decided to exporting its products through an Export house who is continuously attempting to develop new Export avenues. In view of present slow down in world economy and stiff competition. The Directors are constantly reviewing the situation, as and when the situation improves, the members would be informed the developments.

The working for the year resulted in a Net Profit of Rs. 157.33 Lacs as against Net Profit of Rs 63.96 Lacs after provision of Taxation during the year 2011 - 2012 after meeting all expenses.

2 Dividend

Since there is inadequate profits, the directors are unable to declare the dividend during the year.

3 Directors

Shri Mahablrprasad S. Deora retires by rotation at the forth coming Annual General Meeting and being eligible, offer himself for re-appointment.

Shri Sunil S. Jhunjhunwala who retires by rotation at the forth coming Annual General Meeting and being eligible, offer himself for re-appointment.

4 Foreign Exchange Earning and Outgo

The relevant information in respect of the foreign exchange earnings and outgo has been given in the Notes to accounts for the year ended March 31,2012

5 Directors' Responsibility Statement

In term of Section 217 (2AA) of the Companies Act, 1956, The Directors would like to state that:

a. In the preparation of annual accounts, the applicable accounting standards have been followed.

b. The directors have selected such accounting; policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for the year under review;

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The directors have prepared the annual accounts on a going concern basis.

6 Particulars of Employees

As required by the provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended), there are no Employees who were in receipt of remuneration of Rs. 12,00,000/- or more during the financial year under review or Rs 1,00,000/- per month or more.

7 Company's (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

As required U/s 217 (1) (e) of the Companies Act, 1956 and the Rules made therein the concerned particulars relating to conservation of Energy, Technology, Absorption and Foreign Exchange Earning and Outgo are given in the Annexure " A " attached hereto which forms a part of this Directors' Report.

8 Auditors

M/s M.L. Bhuwania & Co., Statutory Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and being eligible to offer themselves for re-appointment. The Directors recommend them for re-appointment and to fix

FOR AND ON BEHALF OF THE BOARD

CHAIRMAN

Place: Mumbai Dated: 14th May, 2012

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Mar 31, 2010

The Directors present their Annual Report together with the Audited Accounts of the Company, for the year ended 31st March, 2010.

1 Financial Results 2009-2010 2008-2009 Rupees in Lacs Rupees in Lacs

Sales & Other Income 83.52 66.03

Profit / (Loss) for the year before Depreciation (23.68) 23.33

Less: Depreciation 1.64 1.78

Profit / (Loss) before Tax (25.32) 21.55

Less: Provision for Tax - Current 0.00 5.70

-Deferred (0.36) (0.32)

- Fringe Benefit Tax 0.00 0.01

Profit / (Loss) after Tax for the year (24.96) 16.16

Add: Short / (Excess) Provision for Income Tax (0.14) (0.03)

Add : Profit / (Loss) carried forward from previous year (117.73) (133.86)

Balance carried forward to next year (142.83) (117.73)



The manufacturing activity of Bulk Drug as well as Formulation Plant is likely to restart Production in the second quater of the next year. However the manufacturing of formulation against Export order is continued on job work basis. The mutual settlement has been arrived between workmen, union and the management.

During the year the Company got 9 million tablets manufactured on job work basis to fulfill export orders to our regular customers.

The working for the year resulted in a Net Loss of Rs 25.32 Lacs as against Profit of Rs 21.55 Lacs during 2008 - 2009 after meeting all expenses.

2 Dividend

Since there is inadequate profits, the directors are unable to declare the dividend during the year.

3 Directors

Shri Sunil S. Jhunjhunwala retires by rotation at the forth coming Annual General Meeting and being eligible, offer himself for re-appointment.

Shri Mahabirprasad S. Deora who retires by rotation at the forth coming Annual General Meeting and being eligible, offer himself for re-appointment.

4 Directors Responsibility Statement

In term of Section 217 (2AA) of the Companies Act, 1956,The Directors would like to state that:

a. In the preparation of annual accounts, the applicable accounting standards have been followed.

b. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for the year under review;

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The directors have prepared the annual accounts on a going concern basis.

5 Particulars of Employees

As required by the provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended), there are no Employees who were in receipt of remuneration of Rs 12,00,000/- or more during the financial year under review or Rs 1,00,000/- per month or more.

6 Companys (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

As required U/s 217 ( 1 ) ( e ) of the Companies Act, 1956 and the Rules made therein the concerned particulars relating to conservation of Energy, Technology, Absorption and Foreign Exchange Earning and Outgo are given in the Annexure" A" attached hereto which forms a part of this Directors Report.

7 Auditors

M/s M.LBhuwania & Co., Statutory Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and being eligible to offer themselves for re-appointment.The Directors recommend them for re-appointment and to fix their remuneration.

FOR AND ON BEHALF OF THE BOARD

CHAIRMAN

Place: Mumbai

Dated : 29th May, 2010.