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Triochem Products Ltd. — AGM Information 2025
Jun 25, 2025
63375_rns_2025-06-25_234a649d-8cb9-4b16-859f-64c88c1ffd26.pdf
AGM Information
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Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Munbai, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 2202 4657 E-mail: [email protected] Website: www.triochemDroducts.com Corporate Identity Number: L24249MH1972PLC015544
Ref No: TPL PP 20250442 2025; 25th}une 2025
To Corporate Relationship Department BSE Limited PhirozeJeejeebhoyTowers, Dalal Street, Mumbal -400 001
Sub: Proceedings of 53rd Annual General Meeting held on 25th .Tune 2025 - Pursuant to Regulation 30 of the SEBI fltstine Obligations and Disclosures Requirementst Regulation, 2015.
Ref: Security Code No.512101 -ISIN No.: INE 331E0101
Dear Sir / Madam,
The Fifty-Three Annual General Meeting (AGM) of the Triochem Products Limited held on Wednesday, 25th June 2025 at 03.00 p.in. at Register Office of the Company at 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbai -400001 along with details of Agenda, to transact the business as stated in the Notice dated 24th May 2025, convening the AGM.
In this regard, we are enclosing herewith the summary of proceedings of the AGM of the Company as required under Regulation 30, read with part A of Schedule Ill of the SEBI qisting Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR). The same is also being made available on the website of the Company at
httDs:/rfu7ww.triochemDroducts.com/investor-relations/investor-relations.asDxivear=2024-25
You are requested to kindly take the above information on your records
Thanking you, Yours faithfully, For TRIOCHEM PRODUCTS IIMITED
Ureca Deolekar Digitally signed by Ureca Deolekar Date: 2025.06.25 17:37:32 +05'30'
Ureca Deolekar Company Secretary & Compliance Officer Encl.: as above


Resttered Office: 4th Floor, Samban Chambers, Sir. P. M. Road, Fort, Munbal, Mcharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 2202 4657 Email: info@ami)hrav.com Website: www.triochemoroducts.com Corporate Identity Number: L24249hffll972PLC015544
Summaryofproceedingsofthe53rdAnnualGeneralMeeting.
DATE OF THE AGM: 25th]une 2025.
MODE OF VO'ITNG: Poll and Remote E-voting.
DETAlrs OF THE AGENDA:
| Sl. No. | Particulars | Type of Resolution | |
|---|---|---|---|
| OrdinaryBusiness | |||
| 1. | Adoption of Financial Statements : | Ordinay Resolution | |
| To receive, consider and adopt the Audited Financial |
|||
| Statements of the Company for the financial year ended March | |||
| 31, 2025, together with the Reports of the Board of Directors | |||
| and the Auditors thereon. | |||
| 2. | To appoint a Director in place of Mr. Rajesh Ranu Deora PIN: | OrdinayResolution | |
| 00312316), who retires by rotation and being eligible, offers | |||
| himselfforre-appointment. | |||
| 3. | To appoint a Director in place of Mr. Ramu Sitaram Deora | OrdinayResolution | |
| @IN: 00312369), who retires by rotation and being eligible, | |||
| offers himself for re-appointment. | |||
| Special Business | |||
| 4. | To appoint M/s. Ragini Chokshi & Co, Company Secretaries as | OrdinayResolution | |
| the Secretarial Auditors of the Company, to hold office for a | |||
| period of 5 (five) consecutive years commencing from the | |||
| conclusion of 53rd Annual General Meeting till the conclusion of | |||
| the 58th Annual General Meeting of the Company | |||
| 5. | To approve the continuation of directorship of Mr. Ramu | Special Resolution | |
| Sitaram Deora (DIN: 00312369), aged 88 years as a `Non | |||
| Executive Non-Independent Director' of the Company, who is | |||
| liable to retire by rotation and had offered himself for re | |||
| appointment. | |||
| 6. | To Appointment of Mr. Shailendra Omprakash Mishra (DIN: | Special Resolution | |
| 07373830) as an Independent Director for a term of five years. | |||
| 7. | To Appointment of Mr. Vlpul Amul Desai @IN: 02074877) as | Special Resolution | |
| an Independent Director for a term of five years. | |||
| 8. | Authorisation for related party transaction: Authorization for | Special Resolution | |
| related partytransaction u/s 188 ofth .© ct, 2013. |


ReSstered Office: 4th Floor, Sainbara Chambus, Sir. P. M. Road, Fort, Mumbai, Maliarashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 2202 4657 Emall: info@am|]hrav.com Website: www.triochemDroducts.com Corporate Identity Number: L24249MH1972PLC015544
SUMMARY OF THE PROCEEDING OF THE 53rd ¢IF'IY-TIIREP) ANNUAL GENERAL MEE'IING OF THE MEMBERS OF TIIE TRIOCHEM PRODUCTS IIMITED HEID AT THE REGISTERED OFFICE OF THE COMPANY AT 4TH FLcOR, SAMBAVA CIIAMBERS, SR P. M. ROAI), FORT, MUMBAI - 400001 0N WEDNESDAY, THE 25m DAY OF JUNE 2025 AT 03.00 PM., WIIICH CONCLUDED AT 03.45 P.M.
PRESENT:
ATnT==T5DirectorsattendedtheMeetingincludingtheChaiapersonoftheAuditCommittee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The representatives of Statutory Auditors and Secretarial Auditors were also present at the Meeting.
The Company Secretary of the Company welcomed the Director's, Shareholders, and invitees to the Amual General Meeting.
STATUTORTAUDITORS:
Mr. Kunal Valcharia, Partner of M/s. Kanu Doshi Associates LLP. Chartered Accountants, Mumbal.
SECRETARIALAUDITORS:
Mrs. Rngini Chokshi, Partner of M/s. RAGINI CHOKSHI & CO, Secretarial Auditors, MumbaL
scRI]TINIZER Apron\ITED By TIIE BOARD:
Mrs. Rngini Chokshi, of M/s. Ragini Chokshi & Co., Company Secretaries, Mumbal
NUMEBR OF SIIAREIIOIDERS :
The number of shareholders as on records date 18th June 2025 were 55.
MEMBERS ATTENDANCE :
Representations under section 113 of the Companies Act, 2013 [2013 Act] for a total of 2,25,190 shares aggregating to 91.91% of the total Share Capital were received. 11 members attended the meeting in person, including bodies corporate through their representatives.
CHIAIREN:
As per Article of Association of the Company, the Directors present have to elect the Chairman from amongst them. The Directors present after discussion, unanimously elected Mr. Ramu S. Deora as Chairman to preside over the Meeting.
Mr. Ramu Sitaram Dcora took chair the proceedings of the Meeting and extended a warm welcome to the members of the Company's fifty.three Annual
TRIOcHEM pRODucTs IIMrlED

Regivstered Office: 4th Floor, Sainbara Chambers, Sir. P. M. Road, Fort, Mulbai, Maliarashtra, PIN: 400001. Tdephone: 00 91 (22) 2266 3150 Fax: 00 91 Q2) 2202 4657 E-mall: [email protected] Website: www.triochemDroducts.com Corporate Identity Number: L24249MH1972PLC015544
QUORUM:
The Chairman called the meeting to order as requisite quorum as required under Section 103 of the Companies Act, 2013 was present for the meeting was in order and decided to commence the meeting. All the Directors attended the Meeting including the Chairperson of Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The representatives of Statutory Auditors and Secretarial Auditors were also present at the Meeting. The Chairman introduced the Directors, Management Committee Members and the Invitees present at the meeting.
The Chairman introduced Mr. Shailendra Omprakash Mishra and Mr. Vipul Amul Desal who were appointed as Non-Executive Independent Director of the Company for a period of 5 (five) years effective from 29th March 2025. On behalf of the Board of Directors and Shareholders of the Company, he also expressed the deep sense of appreciation and gratitude to Mr. Sunil S. ]|iunjhuowala and Mr. Girish Kumar Pungalia for the valual]le service and guidance provided by them during their tenure as Non-Executive Independent Director of the Company. The Chairman further thanked for their leadership and invalual]le contribution made by them during their respective tenures as Members of the Management Committee of the Company.
The Cbairman then informed the members that the Statutory Auditors and Secretarial Auditors have expressed unqualified and unmodified opinion without any reservation or adverse remarks in their respective reports for the financial year 2024-25. The Statutory Auditors Report on Financial Statements and Secretarial Audit Report from part of the Annual Report. Since the audit reports were circulated to the members, with their consent, the sane were taken as read.
REGISTER:
The Chairman informed the members that the Register of Directors' and Key Managerial Personnel and their shareholding, in terms of Section 170 read with Section 171 of the Companies Act, 2013, and the Register of Contract in terms of Section 189 of the Companies Act, 2013, and other Statutory Registers as required under Companies Act, 2013 were kept open for inspection during the Annual General Meeting and made accessible during the continuance of the said meeting.
NoncE:
With the consent of the members present, the Notice convening the 53rd Anrmal General Meeting along with the Audited Financial Statements of the Company for the year ended Slat March, 2025, including Balance Sheet as at 31St March, 2025 the year ended on that date together with th taken as read. ment of Profit and Loss Account for ectors and Auditors thereon, were

Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Munbai, Maliarashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 @2) 2202 4657 E-mall: [email protected] Wct)site: www.triochemDroducts.com Corporate Identity Number: L24249MH1972PLC015544
AUDlroRs REroRT:
The Chairman stated that the Auditors' Report on the financial statement of the Company for the year ended 31st March 2025 does not have any qualifications or observations or comments on the financial transactions or other matters in the Auditof's Report to the members, which have any adverse effect on the functioning of the Company. Accordingly, the Auditors' Report was not required to be`read out before the meeting, as provided in the Companies Act, 2013. With the consent of the Members, the present was taken as read.
CIIAmMAN'S ADDRESS:
The Notice convening this meeting, the Difector' Report and auditors Report for the year 2024- 2025 are aheady with you. The Annual Report received by you refers to in detail the financial perforinance of the Company for the said year. I, shall however present to you highlights thereof.
As stated in the Directors' Report and Financial Statements during the financial year 2024-25, revenue from operation is Rs. Nil. The loss after tax for the current year is Rs.40.01 lalchs as compared 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 saiil 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 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.
I would like to draw your kind attention to the dividend proposal for the year 2024-2025, your Board of Directors have not recommended any dividend due to loss.

Reestered Office: 4th Floor, Samban Chambers, Sir. P. M. Road, Fort, Munbai, Maliarashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 @2) 2202 4657 E-mall: info@aml)hrav.com Wct]site: www.triocheml)roducts.com Corponte Identity Number: L24249hffll972PLC015544
operations of the Company. Members enquired about the future plans and the outlook which were duly addressed by the Chairman.
Finally, with his best wishes, he sincerely thanked the shareholders for the al]undant trust reposed and looks forward to their continued cooperation in realization of corporate goals in the coming years.
The Chairman then requested Ms. Ureca Dcolehar Company Secretary to explain and rend the detailed voting procedure at the Annual General Meeting for the Members.
pAsslNG OF REsOI;UHON THROuGH REMOTh ELvO'IING AND FvO'IING / BAlroT:
Pursuant to the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of The Companies quanagement and Administration) Rules, 2014 and Regulation 44 of the SEBI Qjsting Obligations and Disclosure Requirements) Regulations, 2015, of the Listing Agreement with Stock Exchange. The Company had provided to the shareholders for ensuring their wider participation and voting on all the resolutions placed before them in the Annual General Meeting ngenda items. Through remote e-voting fachity as mandated under the statutes both the Companies Act, 2013 and Regulations 44 of the SEBI qisting Obligations and Disclosure Requirements) Regulations, 2015, of the Listing Agreement. For this purpose, the Company engaged the service of "Central Depository Services Qndia) Limited". (CDSL).
The remote e-voting period was kept open from 22nd June 2025 from 09:00 a.in to end 24th June 2025 at 05:00 p.in.
CS Mrs. Ragini Chokshi, M/s Rngini Chokshi & Co, Company Secretaries, Muinbai, has been appointed as the Scrutinizer by the Board for scrutinizing the remote e-voting process in a fair & transpare nt manner.
ANIotJERus:
The Company Secretary invited the members to seek clarifications/queries, if any on the agenda items of Notice of AGM placed before them for approval.
The Company Secretary briefs the members on ordinary business as set out in the AGM notice under Item No. 1 to 3 and the special business under Item No. 4 to 8 and the detailed Explanatory Statement settling out material part of the Notice of the AGM.


Registered Office: 4th Floor, Sambara Chainbers, Sir. P. M. Road, Fort, Mumbal, Mcharashtra, PIN: 400001. telephone: 00 91 Q2) 2266 3150 Fax: 00 91 @2) 2202 4657 E-mall: [email protected] Website: www.triochemoroducts.com Corporate Identity Number: L24249rml972PLC015544
Thereafter providing all the clarifications as sought by the shareholders, reiterated that, since the Company had provided remote e-voting facility to the members to vote between 22nd June 2025 from 09:00 a.in to ends 24th June 2025 at 05:00 p.in., it was obligatory on the part of the Company to provide similar voting right to those members, who were personally present in the meeting hall, in person of through proxies, to vote in proportion to the shares held by them. The voting facility was kept open for the ned 15 minutes to enable the Members to cast their vote.
The Chairman announced that the Poll would be arranged though the issue of Ballot form' for voting on all the resolutions contained in the Ordinary and Special business of the Notice of the Annual General Meeting for all the members present at the meeting who have not opted for remote e-voting. The Chairman, then informed thatBauot forms' are distributed to the shareholders present and requested, the Company Secretary to explain the procedure for exercising the votes through pon process and to conduct the Poll process.
None of the shareholders present at the meeting opted for voting by physical ballot, the Scrutinjzer closed the poll at around 03.30 p.in. Then, the Scrutinizer took custody of the polling box.
The Chairman then announced that the results, based on the remote e-voting; e-voting and through Ballot form along with the Scrutinjzer's Report, will be placed on the Company's website and on the website of Central Depository Services Qndia) Limited (CDSL) within prescribed time limit from conclusion of Annual General Meeting and would be communicated to the BSE Limited., where the Company's shares are listed.
CONCLUSION:
The Chairman thanked the shareholders for their continued trust and confidence in the management of the Company
REsurT OF THE VOTING By REMO'm E-vO'IING: EJvOTING AND BAILOT PAPER Oroln ON THE ORI)INART. ANI) SPECIAL BUSINESSESS AT THE ANNUAL GENERAL MEE'IING OF THE COMRANY REID ON WEDNESDAY. 25" TUNE 2025.
As per the provision of the Companies Act, 2013 and also the Listing Agreement, the Company hid provided the facility of remote e-voting; e-voting and ballot paper ¢olD voting at the meeting to the Shareholders to enable them to cast their vote electronically and physically on the resolutions proposed in the Notice of the 53rd open from 22nd]une 2025 to 24thjune 2025.

Registered Office: 4th Floor, Sanban Chanbers, Sir. P. M. Road, Fort, Munbai, Maharashtra, PIN: 400001. Telephone: cO 91 (22) 2266 3150 Fax: 00 91 Q2) 2202 4657 E-mall: [email protected] Website: www.triochemoroducts.com Corporate Identity Number: L24249M111972PLC015544
In hoe with the provisions of the Companies Act, 2013 and in terms of the clarification issued by MCA, voting by Show of Hands was not permitted at the general meeting where e-voting has been offered to the Shareholders. Therefore, at the 53rd AGM, voting was conducted by means of evoting and ballot paper ®oll) at the AGM.
The Board of Directors had appointed CS Mrs. Ragini Chokshi, M/s Ragini Chokshi & Co, Practicing Company Secretary, Mumbal, as the Scrutihizer for remote e-voting and e-voting at the meeting. The Scrutihizer has carried out the scrutiny of all the electronic votes received up to the close of remote e-voting period on 24th June 2025 and Ballot paper Con) voting carried at the AGM and submitted their Report on 25th June 2025.
Following items of Resolution as set out in the Notice convening 53rd Annual General meeting were transacted at the Meeting:
ORI)INART.BUSINESS:
-
- To receive, consider and adept the Audited Financial Statements of the Company for the financial year ended March 31, 2025, together with the Reports of the Board of Directors and the Auditors thereon. (Ordinary Resolution)
-
- To appoint a Director in place of Mr. Rajesh Ramu Deora @IN: 00312316), who retires by rotation and being eligible, offers hiniself for re-appointment. (Ordinary Resolution). Grief profile attached herewith as `Annexure-1 ')
-
- To appoint a Director in place of Mr. Ramu Sitaram Dcora PIN: 00312369), who retires by rotation and being eligible, offers himself for re-appointment. (Ordinary Resolution) Grief profile attached herewith as `Annexure-2 )
SPECIAL BUSRESS:
-
- To appoint M/s. Rngini Chokshi & Co, Company Secretaries as the Secretarial Auditors of the Company, to hold office for a period of 5 (five) consecutive years commencing from the conclusion of 53rd Annual General Meeting till the conclusion of the 58th Annual General Meeting of the Company. (Ordinary Resolution) Grief profile attached herewith as `Annexure-3 )
-
- To approve the continuation of directorship aged 88 years as a
Non-Executive Non-Inde retire by rotation and had offered himself Grief profile attached herewith asAnn Ramu Sitaram Deora PIN: 00312369), of the Company, who is liable to nt. (Special Resolution)
- To approve the continuation of directorship aged 88 years as a
Page 8 of 2 1

Registered Office: 4th Floor, Samban Chambers, Sir. P. M. Road, Fort, Muinbal, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 Q2) 2202 4657 E-mall: info@anl]hrav.com Website: www.triocheml]roducts.com Corporate Identfty Number: L24249hffll972PLC015544
-
- To Appointment of Mr. Shailendra Omprakash Mishra @IN: 07373830) as an Independent Director for a term of five years. (Special Resolution) Grief profile attached herewith as `Annexure-5 ')
-
- To Appointment of Mr. Vlpul Amul Desal @IN: 02074877) as an Independent Director for a term of five years. (Special Resolution) Grief profile attached herewith as `Amexurerf;)
-
- Authorisation for related party transaction u/s 188 of the Companies Act, 2013. (Special Resolution)
The Company Secretary informed that on the basis of Scrutinizer's Consolidated Report on remote e-voting and voting at the AGM, the voting results will be submitted to the Stock Exchanges in the format prescribed under regulation 44(3) of the SEBI qisting Obrigatious and Disclosure Requirements) Regulations, 2015 and the details of the said results along with Scrutinizer's Consolidated Report will also be uploaded on the Companys website and website of CDSL within prescribed time limit from the conclusion of Meeting.
The Company Secretary proposed a vote of thanks to the Chair, the Members, Directors, Auditors and the Meeting concluded at 3.45 pin The requisite quorum was present at the beginning and thoughout the Meeting.
The voting results pursuant to Regulation 44(3) of SEBI qisting Obligations and Disclosures Requirements) Regulation, 2015 and Report of the Scrutinizer, pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies Q4anagement and Administration) Rules, 2014 will be submitted in due course.
For TRIOCHEM PRODUCTS LIMITED
Ureca Deolekar Digitally signed by Ureca Deolekar Date: 2025.06.25 17:38:05 +05'30'
Ureca Deolekar Company Secretay & Compliance Officer A45831


ReSstered Office: 4th Floor, Sanbava Chanbers, Sir. P. M. Road, Fort, Munbai, Mcharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 @2) 2202 4657 E-mail: [email protected] Wchsite: www.triochemDroducts.com Corporate Identity Number: L24249MH1972PLC015544
«AmL"-1"
Resolution No. 2:
PROFIRE oF DnRECTORs SEEENG AppoINTMENT / RE-AppolNTMENT AT THE ANNUAL GENERAL MEETING
Pursuant to Regulation 36(3) of the SEBI qisting Obligations and Disclosure Requirements) Regulations, 2015, and pursuant to clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) the details of the Directors seeking appointment/re-appointment at the 53rd Annual General Meeting is furnished below:
| Name of Director | Mr. Rajesh Ramu Deofa |
|---|---|
| Director Identification Number | 00312316 |
| Designation | Non-Executive Non-Independent Director |
| Age | 5 1 Years |
| Qualification | Graduate in Economics & Industrial Management and |
| Bachelor of Science Degree from Camege Mellon | |
| University qusA) . | |
| Expertise | He started his career with Amphray Laboratories as |
| Export - Import Manager. He has over 23 years of | |
| experience in all aspect of the Business including | |
| Finance & Accounting, Logistics, Import-Export, Products | |
| and Business Development. | |
| Date of first appointment in the | 28th May, 2019. |
| current designation | |
| Shareholding in the Company as on | 36,000 |
| 31St March 2025. | |
| Directorships and Committee | Nil |
| memberships held in other | |
| companies as on 31St March 2025 | |
| Gxcluding Private Companies) | |
| Inter-se relationships between | Mr. Ramu Sitaram Deora @IN 00312369) Gather) |
| Directors and Key Managerial | Mrs. Grace Ranu Deora @IN 00312080) quother)- |
| Persormel | |
| No. of Board Meetings attended | 5 of5. |
| during the financial year 2024-25. | |
| Terms and conditions of re- | Y-Y As per WBpkL6Lsu6REj ffi#assed by the Shareholders of the |
| * Page 10 of21 |

Regivtered Office: 4th Floor, Sanban Chambers, Sir. P. M. Road, Fort, Munbai, Malarashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 ca) 2202 4657 E-mail: [email protected] Website: www.triocheml]roducts.com Corporate Identity NImber: L24249MH1972PLC015544
| appointment | Company on the 50th Amual General Meeting held on | |
|---|---|---|
| 26th August 2022, Mr. Rajesh Ramu Deora has been | ||
| appointed as a Non-Executive Non-Independent |
||
| Directors, liable to retire by rotation. | ||
| Details of proposed remuneration | Nil |
The Board of Directors proposed the appointment of Mr. Rajesh Ramu Deora as Non-Executive Non-Independent Director on the Board of Directors of the Company and recommends the resolution as set out at Item no. 2 of the Notice and explanatory statement for the approval of the members at the ensuing Annual General Meeting.
Except Mr. Ranu Sitaram Deora; Mrs. Grace Ramu Deora and Mr. Rajesh Ranu Deora and no other Director or Key Managerial Personnel of the Company or their relatives are concerned or interested in the appointment of Mr. Rajesh Ramu Deora as a Non-Executive Non-Independent Director of the Company, expect to extent of their shareholding, if any, in the Company.



Registered Office: 4th Floor, Sanban Chambers, Sir. P. M. Road, Forty Munbal, Mcharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 Q2) 2202 4657 E-mail: [email protected] Website: www.triochemoroducts.com Corporate Identity Number: L24249NI1972PLC015544
«A-2"
Resolution No. 3:
PROFIRE OF DmECTORs SEEING AI]poINTMENT / RE-AppoINTRENT AT THE ANNUAL GENERAL REETING
Pursuant to Regulation 36(3) of the SEBI qisting Obligations and Disclosure Requirements) Regulations, 2015, and pursuant to clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) the details of the Directors seeking appointment/re-appointment at the 53rd Annual General Meeting is furnished below:
| Name of Director | Mr. Ramu Sitaram Deora |
|---|---|
| Director Identification Number | 00312369 |
| Designation | Non-Executive Non-Independent Director |
| Age | 88 Years |
| Qualification | B.A., L.L.B. |
| Expertise | Having, wide range experience in administration, |
| industrial development & management, export |
|
| promotion, strategy leadership, Finance, Investment. | |
| Date of first appointment in the | 3oth June,1975 |
| current designation | |
| Shareholding in the Company as on | 34,500 |
| 31St March, 2025 | |
| Directorships and Committee | Nil |
| memberships held in other | |
| companies as on 31StMarch, 2025 | |
| (Excluding Private Companies) | |
| Inter-se relationships between | Mrs. Grace R. Deora (DIN 00312080) Ovife) |
| Directors and Key Managerial | Mr. Rajesh R. Deora (DIN 00312316) (Son) |
| Personnel | |
| No. of Board Meetings attended | 5of5 |
| during the financial year 2024-25. | |
| Terms and conditions of re- | As per the resolution passed by the Shareholders of the |
| appointment | Company on the 50th Annual General Meeting held on |
| :6: £::S#&¥££ve, p E±. rs, liable to retire by rotation.f®uS.Deorahasbeenappointed | |
| Details of proposed remuneration | -i NItl \REEN""'v-`)^®E. |
| Page 12 of 21 |

Registered Office: 4th Floor, Sambara Chainbers, Sir. P. M. Road, Forty Mumhai, hhaharashtra, PIN: 400001. Tctephone: 00 91 (22) 2266 3150 Fax: 00 91 Q2) 2202 4657 E-mall: [email protected] Website: www.triochemoroducts.com Corporate Identity Number: L24249RE11972PLC015544
The Board of Directors proposed the re-appointment of Mr. Ramu Sitaran Deora as Non-Executive Non-Independent Director on the Board of Directors of the Company and recommends the resolution as set out at Item no. 3 of the Notice for the approval of the members at the ensuing Armual General Meeting.
Except Mr. Ranu Sitaran Deora, Mrs. Grace Ramu Deora and Mr. Rajesh Ranu Deora and their relatives, no other Director or Key Managerial Personnel of the Company or their relatives are concerned or interested in the aforementioned resolution for re-appointment of Mr. Ranu Sitaran Deora as a Non-Executive Non-Independent Director of the Company, expect to extent of their shareholding, if any, in the Company.


Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mulrfui, Malarashtra, PIN: 400001. Telephone: cO 91 (22) 2266 3150 Fax: 00 91 @2) 2202 4657 Emall: [email protected] Wchsite: www.triochemDroducts.com Corporate Idenfty NImber: L24249hffll972PLC015544
"Ammexue€"
Resolution No. 4:
In accordance with the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) ("the Act"), every listed company and certain other prescribed categories of companies are required to annex a Secretarial Audit Report, issued by a Practicing Company Secretary, to their Board's report, prepared under Section 134(3) of the Act. Furthermore, pursuant to recent amendments to Regulation 24A of the SEBI Listing Regulations, every listed entity is required to conduct a Secretarial Audit and annex the Secretarial Audit Report to its annual report. Additionally, a listed entity must appoint a Secretarial Audit firm for a maximum of two terms of five consecutive years, with shareholder approval to be obtained at the Annual General Meeting.
Accordingly, based on the recommendation of the Audit Committee, the Board of Directors has approved the appointment of M/s. Ragini Chokshi & Co, Company Secretaries, as the Secretarial Auditors of the Company for a period of five years, commencing from financial year beginning April 1, 2025, for a period of one term of five consecutive years, that will conclude on March 31, 2030, at such remuneration plus applicable taxes thereon and such increase in audit fees till the conclusion of their term, as recommended by the Audit Committee and as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditors. The appointment is subject to shareholders' approval at the Annual General Meeting.
While recommending M/s Ragini Chokshi & Co for appointment, the Board and the Audit Committee evaluated various factors, including the firm's capability to handle a diverse and complex business environment, its existing experience in the Company's business segments, its industry standing, the clientele it serves, and its technical expertise. M/s Ragini Chokshi & Co was found to be well-equipped to manage the scale, diversity, and complexity associated with the Secretarial Audit of the Company. M/s Ragini Chokshi & Co is a pear reviewed and a wellestablished firm of Practicing Company Secretaries, registered with the Institute of Company Secretaries of India, New Delhi.
Accordingly, the Board recommends the Resolution set out in Item No. 4 for the approval by the Members of the Company as an Ordinary Resolutio
None of the Directors, Managers or any ke concerned or interested, whether financially onnel or any of their relatives, are is Resolution

Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Munbai, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 Q2) 2202 4657 Email: [email protected] Website: www.triochemoroducts.com Coqurate Identity Nuinber: L24249MH1972PLC015544
"Annend"
Resolution No. 5:
Mr. Ramu Sitaram Deofa, age 88, is the Non-Executive Non-Independent Director of the Company, liable to retire by rotation. In accordance with Regulation 17(1A) of the SEBI qisting Obligations and Disclosure Requirements) Regulations, 2015, no listed entity shall appoint a person or continue the directorship of any person as a Non-Executive Director who has attained the age of seventy-five years after April 1, 2019 shall be appointed/reappointed as a non-executive director unless a special resolution is passed to that effect in which case the explanatory statement annexed to the Notice for such motion shall indicate the justification for appointing such a Person.
Mr. Ramu Sitaram Deora, Non-Executive Non-Independent Director of the Company, has exceeded the age of 75 years and is retiring by rotation at this Annual General Meeting.
The relevant details of Mr. Ranu Sitaram Deora seeking continuation of his directorship subject to approval by the shareholders by a special resolution under Item No. 5 of the Notice, as required under Regulation 36(3) of the Listing Regulations read with applicable provisions of the Companies Act, 2013 and relevant accounting standards are given below:
- 1) Mr. Ramu Sitaran Deora @IN: 00312369) was appointed as Non-Executive Non-Independent Director at the 50th Annual General Meeting held on 26th August 2022 and he is hable to retire byrotation.
- 2) As per Regulation 17(1A) of the SEBI qisting Regulations), which came into effect from Aprfu 1, 2019 provides that no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attalned the age of seventy five years unless a special resolution is passed to that effect in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.
- 3) Mr. Ramu Sitaran Deora, aged 88 years, having wide range of experience in administration, industrial development & management, export promotion, strategy leadership, Finance, Investment, etc. He was also associated in various trade facilitation forum/promotion council like Board of Trade GOT); FIEO; CHEMEXCIL; spanning over 40 years, Mr. Deora has spe and management. All India Shippers Council; ECCG; etc. the field of industrial development


ReSstered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Munbai, Maliarashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 Q2) 2202 4657 E-mail: [email protected] Website: www.triochemoroducts.com Corporate Identity Number: L24249MH1972PLC015544
- 4) The Board of Directors is of the opinion that Mr. Ranu Sitaran Deora has been an integral part of the Board, has provided valual]le insights to the Company and possesses relevant expertise and vast experience in the field of administration, leadership, and business. IIis guidance in the past has been notable and supportive to the Company in dealing with complex matters. Accordingly, it is felt that his association as non-executive director will be beneficial and in the best interest of the Company. In line with the provisions of SEBI qisting Regulations) , your directors recommend his appointment as Non-Executive Non-Independent Director at the 53rd Annual General Meeting by way of Special resolution and that he is liable to retire by rotation.
- 5) The Board of Directors accordingly recommends the Special Resolution as mentioned at item no. 5 of this Notice for approval of the Members of the Company.
| Name of Director | Mr. Ramu Sitaram Deora |
|---|---|
| Director Identification Number | 00312369 |
| Designation | Non-Executive Non-Indep endent Director |
| Age | 88 Years |
| Qualification | B.A., L.L.B. |
| Expertise | Having, wide range experience in administration, |
| industrial development management, expoft & |
|
| promotion, strategy leadership, Finance, Investment. | |
| Date of first appointment in the | 3oth June,1975 |
| current designation | |
| Shareholding in the Company | 34,500 |
| as on 31St March, 2025 | |
| Directorships and Committee | Nil |
| memberships held in other | |
| companies as on 31St March, | |
| 2025 qkcluding Private | |
| Companies) | |
| Inter-se relationships between | Mrs. Grace R. Deora PIN 00312080) Ovife) |
| Directors and Key Managerial | Mr. Rajesh R. Deora PIN 00312316) (Son) |
| Persomel | -€i9±o4o |
| No. of Board Meetings | 5 of5 (fiy(#umta)_i;i |
| attended during the financial | |
t ._y* Page 16 of21 |
6) Brief profile

Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Munbai, Mcharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 @2) 2202 4657 E-mail: [email protected] Wct]site: www.triochemoroducts.com Corporate Identity Nuinber: L24249rml972PLC015544
| year 2024-25. | |
|---|---|
| Terms and conditions of re- | As per the resolution passed by the Shareholders of the |
| appointment | Company on the 50th Annual General Meeting held on |
| 26th August 2022, Mr. Ramu S. Deora has been appointed | |
| as a Non-Executive Directors, liable to retire by rotation. | |
| Details of proposed | Nil |
| remuneration |
7) Except Mr. Ramu Sitaram Deora; Mrs. Grace Ramu Deora and Mr. Rajesh Ramu Deora and no other Director or Key Managerial Persomel of the Company or their relatives are concerned or interested in the re-appointment of Mr. Ramu Sitaram Deora as a Non-Executive Non-Independent Director of the Company, expect to extent of their shareholding, if any. In the Company, in the Special Resolution set out at Items No. 5 of the Notice.



Resttered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Munbal, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 2202 4657 Emall: [email protected] Website: www.triochemoroducts.com Corporate Identity Number: L24249MH1972PLC015544
"Armexue5"
Resolution No. 6:
PROFILE OF DIRECTORS SEERING APPOINTMENTRE-APPOINTMENT AT TEE ANNUAL GENERAL MEETING
Pursuant to Regulation 36(3) of the SEBI qisting Obligations and Disclosure Requirements) Regulations, 2015, and pursuant to clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) the details of the Directors seeking appointment/re-appointment at the 53rd Annual General Meeting is furnished below:
| Particulars | Details |
|---|---|
| Name of the Director | Mr. Shailendra Omprakash Mishra |
| Reason for change | Appointment |
| DIN | 07373830 |
| Date of Birth | 23-Apr-1971 |
| Age | 54 Years |
| Nationality | Indian |
| Date of Appointment as Director | 29th March 2025 |
| Designation | Non-Executive Independent Director |
| Qualification | Commerce Graduate from University of |
| Mumbai | |
| Experience/Expertise | He has more than 29 years of experience in |
| marketing, accounts, management, public | |
| relations, team management and territory | |
| development/management in the business | |
| environment. | |
| Terms & Conditions | Additional Non-Executive Independent |
| Director of the Company for the First term of | |
| five (5) consecutive years with effect from 29 th | |
| March 2025 subject to approval of members | |
| in the upcoming General Meeting/Postal | |
| Ballot. | |
| Remuneration sought to be paid | No remuneration is paid |
| Remuneration last drawn | Not Applicable |
| Justification for choosing the appointees for $\frac{1}{2}$ Management, | in Marketing, Accounts |
| Public relation, Team |
|
| Page 18 of 21 |

Regrtered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Munbai, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 2202 4657 Email: [email protected] Website: www.triochemoroducts.com Corporate Identity Number: L24249MH1972PLC015544
| management, etc. will prove to be valuable for | |
|---|---|
| the Company. | |
| Number of Board meetings attended during | Nil |
| the year | |
| Shareholding in the Company | Nil |
| List of Directorship in other Company's | 1) M/s. Halaplay Technologies Private |
| Limited | |
| 2) M/s. Sab Events & Governance Now Media | |
| Limited | |
| List of Chairmanship or membership of various | Chairmanship |
| committees in listed company and other | M/s. Sab Events & Governance Now Media |
| companies qhe Committee membership and | Limited - Nomination and Remuneration |
| chairpersonship includes membership of the | Committee and Stakeholder Relationship |
| Audit Committee (AC), Stakeholder |
Committee. |
| Relationship Committee (SRC) and |
MembershiD |
| Nomination and Remuneration Committee | M/s. Sab Events & Governance Now Media |
| OrRC) | Limited - Audit Committee |
| Relationship with other Directors of the |
Not Related |
| Company | |
| Person shall not debarred from holding the | NotApplicable |
| office of Directors pursuant to any SEBI Order | |
| or any other such authority ¢nformation as | |
| required under Circular No. |
|
| LIST/COMP/14/2018-19 dated 20th June 2018 | |
| issued by the BSE Ltd |
Accordingly, the Board recommends the Resolution set out in Item No. 6 for the approval by the Members of the Company as an Special Resolution.
None of the Directors, Managers or any key managerial personnel or any of their relatives, are concerned or interested, whether financially or otherwise, in this Resolution
Ureca Deolekar Digitally signed by Ureca Deolekar Date: 2025.06.25 17:39:16 +05'30'


ReSstered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Munbai, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 2202 4657 Email: [email protected] Website: www.triochemoroducts.com Corpoute Identity Number: L24249hffll972PLC015544
"Amexure-6"
Resolution No. 7:
PROFILE OF DIRECTORS SEEKING APPOINTRENTqu-APPOINTMENT AT THE ANNUAL GENERAI. MEETING
Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and pursuant to clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) the details of the Directors seeking appointment/re-appointment at the 53rd Annual General Meeting is furnished below:
| Particulars | Details |
|---|---|
| Name of the Director | Mr. Vlpul Amul Desai |
| Reason for change | Appointment |
| DIN | 02074877 |
| Date of Birth | 27-Dec-1955 |
| Age | 69 Years |
| Nationality | Indian |
| Date of Appointment as Director | 29th March 2025 |
| Designation | Non-Executive Independent Director |
| Qualification | Degree in Commerce, Management and Law |
| with professional qualification of Company | |
| Secretary and Cost Accountancy | |
| ExperienceAlxpertise | He has 44 years of rich experience from |
| Finance Manager and Company Secretary to | |
| President-Corporate Affair, Biz Development | |
| in Corporate Like, NECO, Mittal's, TATA AIG | |
| Insurance, Deutsche Bank, Mafatlal's, and | |
| many more in India. | |
| Terms & Conditions | Additional Non-Executive Independent |
| Director of the Company for the First term | |
| of five (5) consecutive years with effect from | |
| 29th March 2025 subject to approval of | |
| €{Od | uc`, bers in the upcoming General |
| ®& Lr, | se. . givostal Ballot. |
| Remuneration sought to be paid \.i_Mum |
at¢.g#unerationispald |
| ?E=¢. | Page 20 of21 |
T"OCHEMPRODUCTSLIMITED

ReSstered Office: 4th Floor, Sambara Chambers, Sir. P. M. Road, Fort, Mulnbal, Mcharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 @2) 2202 4657 Email: [email protected] Website: www.triochemoroducts.com Corporate Identity Number: L24249MH1972PLC015544
| Remuneration last drawn | NotApplicable |
|---|---|
| Justification for choosing the appointees for | He knowledge in Finance Management, |
| appointments as Independent Directors | Corporate Affair, Cost Accountancy, etc. will |
| prove to be valuable for the Company. | |
| Number of Board meetings attended during the | Nil |
| year | |
| Shareholding in the Company | Nil |
| List of Directorship in other Company's | 1) M/s. Salvi Chemical Industries Limited |
| 2) M/s. Suashish Diamonds Limited | |
| 3) M/s. National Plastic Industries Limited | |
| List of Chairmanship or membership of various | MembershiD |
| committees in listed company and other |
1) M/s. National Plastic Industries Limited - |
| companies qhe Committee membership and | Audit Committee |
| chairpersonship includes membership of the | 2) M/s. National Plastic Industries Limited - |
| Audit Committee (AC) , Stakeholder Relationship | Nomination and Remuneration |
| Committee (SRC) and Nomination and |
Committee |
| Remuneration Committee QqRC) | |
| Relationship with other Directors of the |
Not Related |
| Company | |
| Person shah not debarred from holding the | NotApplicable |
| office of Directors pursuant to any SEBI Order or | |
| any other such authority ¢nformation as |
|
| re quire d under C ircular No. |
|
| LIST/COMP/14/2018-19 dated 20th June 2018 | |
| issued by the BSE Ltd |
Accordingly, the Board recommends the Resolution set out in Item No. 7 for the approval by the Members of the Company as an Special Resolution.
None of the Directors, Managers or any key managerial personnel or any of their relatives, are concerned or interested, whether financially or otherwise, in this Resolution

