Triochem Products Ltd. — Annual Report 2025

Jun 2, 2025

Registered Ofice: 4th Floor, Samban Chambers, Sir. P. M. Road, ForL Mumhi Maharashtra, PIN: 400001. Telephone: 00 91 qz) 2266 3150 Fax: 00 91 ¢2) 2282 8181 EEull:info@ami)hrav.comwchsite:www.triochemDroducts.com CcorporateldenrtyNumber:L24249MH1972PLC015544

Ref No: TPL PP 20250422 2025; 2nd]une 2025

To The General Manager The Corporate Relationship Department, BSE Limited Phiroze ]eejcebhoy Towers, Dalal Street, Fort, Mumbai: 400 001.

Dear Sir / Madam,

Sub: Annual RCDort - Reenilation 34 Of the SEBI /listing Obligation and Disclosure Rccruirements\ Regulation. 2015. Ref: Security Code No. 512101 -ISIN No.: nvI331E01013.

The Fifty-Three Annual General Meeting (AGM) Of the Company will be held on Wednesday, 25th June 2025 at 3.00 p.in. at Sambava Chambers, 4th Floor, Sir. P. M Road, Fort, Mumbai: 400001.

Pursuant to Regulation 34 of the Securities Erehange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (`SEBI Listing Regulation), we are submitting herewith the Armual Report of the Company along with the Notice Of AGM for the financial year 2024-25. Which is being dispatchiseut to the members by the pemitted mode(s).

The Annual Repor( for the financial year 2024-25 containing the notice is also available on Companyjs website, at

httos://wi7w.triochemoroducts.comfuDloads/Investor-relations/ndts/annual-reoort-20242025- 4065ut

Thanking you, your faithfully, For TRIOCHEM PRODUCTS LIMITED

Ureca Deolekar Digitally signed by Ureca Deolekar Date: 2025.06.02 16:57:11 +05'30'

Ureca Deolckar Company Secretary & Compliance Officer Encl.: as above

Triochem Products Limited

(Corporate Identity No. : L24249MH1972PLC015544) 53rd Annual Report 2024 -2025

Index

Corporate Information	003
Notice and its Annexures	004
Directors Report & Management Discussion Analysis Report with Annexures	027
Independent Auditors' Report	069
Balance Sheet	080
Statement of Profit and Loss	081
Cash Flow Statement	082
Statement of changes in equity	084
Significant Accounting Policies and Notes to Financial Statements	085
Investor Services Formats for KYC	107
Proxy Form	111

Board of Dhector and Corporate Information

Bond of Dhectors:	Bankers:
Mr. Ranu S. Deora @IN 00312369)	State Bank of India
Mr. Sunil S. ]hunjhunwala @IN 00312529)
Mr. Shyan Sunder Sharma @IN 01457322)	Rcgiv & Transfer Agent:
Mrs. Grace R. Deora PIN 00312080)	Mts. MUFG Intimc India Private Limited.
Mr. Shailendra 0. Mishra @IN 0737830) (w.e.f. 29.Mar-25)	C 101, 247 Park, I. 8. S. Marg,
Mr. Vipul Amul Desai @IN 02074877) (w.e.f. 29-Mar-25)	Vikhroli Ovest), Mumbai: 400083
Mr. Girish Kumar Pungalia (DIN 0032757) (29-Mar-25)	Phone: + 91 -22 -49186000
Mr. Rajesh R. Deora @IN 00312316) (up to 29-Mar-25)	FFax: + 91 - 22 -49186060
	E-mall: mt.helndesk@in.mi]ms.mufa.com
Company Sccrctny:	www.in.mDms.mufa.com
Mrs. Ureca Deolekar
	Rcgivtend Office :
StatutoryAuditors:	Triochem Products Limited
M/s. Kanu Doshi Associates LLP	Corporate Identity Number (CIN)
Chartered Accountants 203, The Summit, Hanuman Road,	L24249MH1972PLC015544
	4th Floor, Sambava Chambers,
Western Express Highway,	Sir P. M. Road,
Vile Parle a3ast), Mumbai: 400057	Fort, Mumbai: 400001
	Phone: + 91 -22 -22663150
CostAuditors:	Fax: + 91 -22 . 22024657
M/s. N. RItcsh & Associates	E-mall : investor@ triochemDroducts.com
Cost Accountant	www.triochemDroducts.com
602, Matruprabha Building, Cama hone,
Klrol Road, Ghatkoper Ovest), Mumbai 400086	Factory:
	Plot No: 10¢ MIDC Industrial Area,
SecretarialAudltors:	VIllage Morivali, Ambemath (West) ,
Ra®hi Chokshi & Co	Dist. Thane, Maharashtra -421505
Company Secretaries
34, Kaner Building, 5th Floor,
38 Cawasji Patel Street, Fort, Mumbai: 400001

TRIOcllEM pRODuc'rs LHVITED Registered Office: 4th Floor, Sambava Chambers, Sir. P. M Road, Fort, Mumbai, MMaharashtra, PIN: 400001. Telephone: 91 (2Z) 2266 3150 Fax: 91 (22) 22202 4657 E-mall : info@ amDhrav. com Wchsite : www.triochemi)roducts.com CcorporatcldentityNumber.L24249MH1972PLC015544

Notice

=;;a is hereby given that the 53rd Annual Geneul Meeting (AGM) of the Members of TRIOCHEM PRODUCTS LIMITED (GIN: L24249MH1972PLC015544) will be held at the Reestered Office of the Company at Sambava Chambers, 4th Floor, Sir. P. M. Road, Fort, Mumbai -400001 on Wednesdry, 25tb]une 2025 at 3.00 P.M. to transact the following business:

OrdinayBusincss

1. Adoption Of Financial Statements for the finandal year ended March 31, 2025:

To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2025, together with the Repous of the Board of Directors and the Auditors thcrcon.

1. Re-Appointment of Mr. Rajesh Ramu Dcora PIN: 00312316) as a director, llal)le to retire ly rotation, who had ofrod himself for re-appointment:

To appoint a Director in place of Mr. Rajesh Ranu Deon a)IN: 00312316), who retires ly rotation, and being eligivle offers himself for re-appointment.

1. ke-Appointment of Mr. Ramu Sitaram Deon PIN: 00312369) as a director, liable to retire ly rotation, who had oflrfed himself for re-appointncnt:

To appoint a Director in place of Mr. Ramu Sitaram Deon @IN: 00312369), who retires by rotation, and being cligivle offers himself for re-appointment.

Spedal Business

1. Appointment of the scactarial Aiiditors and firing their remuneration.

To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinay Resolution:

"RESOLVED THAT pursuant to the provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Persomel) Rules, 2014, (including any statutory modification(s) or re{nactment(s) thereof, for the tine being in force), and Regulation 24A of SEBI ajsting Obligations and Disclosure Requirements) Regulations, 2015 (including any tory modification(s), amendment(s), variation(s) or re{nactment thereof for the time being in and based on the recommendation of the Audit Committee and the approval of the Board of

Directors of the Company, M/s. Ragini Chokshi & Co., Practicing Company Secretary Q'im Redstration No. 92897), be and are hereby appointed as Secretarial Auditor of the Company for the Company's financial year 2025-26 to 2029-2030 to conduct a Sccrctahal Audit of the Company and to furnish the Secretarial Audit Report on such remuneration as quy be mutually agreed upon by the Board of Directors plus applicable taxes thereon and the Secretarial Auditors"

RESOLVED FURHTER THAT the Board of Directors be and are hereby authorised to take such steps and do all such acts, deeds, matters, and things as may be considered necessary, proper, and expedient to give effect to this Resolution"

1. The continuation ofdirectorshlp of Mr. Ramu sitaram Dcora OIN: 00312369), aged 88 ycas as a `Non-Executive, Non-Independent Director' Of the Company,

ToapprovethecontinuationofdirectorshipofMr.RamuSitaramDeora@IN:00312369),nged88years as a `Non-ELecutivc, Non-Independent Dhector' of the Company, who is liable to retire by rotation and had ofered himself for re-appoinment, in terns of Regulation 17(IA) of the Securities and Exchange Board of India ousting Obligations and Disclosure Requirements) Regulations, 2015, to consider and if thought fit, to pass with or without modifications, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to Regulation 17(1A) of the Sccuritics and EHchange Board of India Ojsting Obligations and Disclosure Requirements) RegLilatious, 2015, and the apphicable provisions of the Companies Act, 2013 and relevant Rules hamed thereunder (including any statutory modification(s) / amendment(s) / re{narment(s) thereto), approval of the Members be and is hereby accorded to the continuation of directorship of Mr. Ranu Sitaram Deora @IN: 00312369), aged 88 years, as a `Non-Exeoutivc, Non-Independent Director' of the Company, liable to retire by rotation and who hnd offered himselfforre-appointment."

1. Appointment of Mr. Shailendra Omprahash Misha PIN: 07373830) as an Indcpcndent Director of the Company:

To consider and if thought fit, to pass with or without mndification(s), the following resolution as Special Resohition:

"RESOLVED THAT pursuant to the provisions of section 149,150,152 rend with Schedule IV and other applicable provisions of the Companies Act, 2013 (the Act) and the Companies (Appointment and Qualifications of Directors) Rules, 2014, (including any statutory modification(s) or reenactment(s) thereof for the time being in force) and Regulation 17 and 25 read with other applicable regulation, if any, of the Securities and Exchange Board of India (Listing Obhigatious and Disclosure Requirements) RegLilatious, 2015 (`Listing Regulatious'), on the recommendrtion of the Nomination & Remuneration Committee and approval of the Board of Directors for appointment of Mr. Shailendra Omprakash Mishra @IN: 07373830) as an Additional Director in the capacity of an Independent Dhector of the Company w.e.f. 29th March 2025, who has submitted a declantion that he meets the criteria for ndence as provided under Section 149(6) of the Act and Regulation 16(1)0) of the Listing

RegulatiousandiseLiableforappointment,andinrespectofwhomtheCompanyhasreceivedanotice in writing in tens of Section 160(1) of the Act and who holds office as such up to the date of ensuing Annual General Meeting, be and is hereby, appointed as a Non.Executive Independent Director of the Company not hiable to retire by rotation, to hold office for a period of five years with effect from 29th March 2025 tin 28th March 2030."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds, matters and things as my be considered necessary, desiral)Le or expedient to give effect to this resolution."

1. Appointment of Mr. Vlpul Amul Desai a)IN: 02074877) as an Independent Dlrector of the Company:

To consider and if thought fit, to pass with or without mndification(s), the following resolution as Special Rcsoh]tion:

"RESOLVI}D THAT pursuant to the provisions of section 149,150,152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (the Act) and the Companies (Appointment and Qualifications of Directors) Rules, 2014, (including any statutory modification(s) or rc<:nactment(s) theltof for the time being in force) and Regulation 17 and 25 read with other applicable regulation, if any, of the Securities and Exchange Board of India ajsting Obligations and Disclosure Requirements) Regulations, 2015 (Listing Reguhtious'), on the recommendation of the Nomination & Remuneration Committcc and approval of the Board of Directors for appointment of Mr. Vipul Amul Desai OIN: 02074877) as an Additional Director in the capacity of an Independent Director of the Company w.e.f. 29th March 2025, who has submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1)a) of the listing Regulations and is eligible for appointment, and in respect of whom the Company has rcccived a notice in whting in terms of Section 160(1) of the Act and who holds office as such up to the date of ensuing Annual General Meeting, be and is hereby, appointed as a Non-Ex€outive Independent Director of the Company not Lial)le to retire by rotation, to hold office for a period of five years with effect from 29d] March 2025 till 28th March 2030."

"RESOI.VED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds, matters and things as may be cousidcred necessay, desirable or expedient to give effect to this resolution."

8. Aiithorizaflon for Related party Transaction

To consider and if though fit, to pass with or without modification, the following Resolution as a Special Resolution:

"RESOI.VED THAT in continuation of and in addition to the Resolution passed through Special ution in Annual General Meeting held on 22nd August, 2024 and pursuant to the Section 188 of the Act, 2013 read with Companies queeting of Board & its Powers) Rules, 2014 and other

applicable provisions, if any, of the Act, and Regulation 23 of Securities and Exchange Board of India qisting Obligations and Disclosure Requirements) RegLhatious, 2015 ("SEBI Listing Rcgulatious) read with applicable provisions of the Companies Act, 2013 and niles made thereunder ("the Act"), and subject to such other regulations, guidelines, circulars, notifications, clarifications and I.aws (including any statutory modifications or re{nactment thereof for the time being in force), and such other approvals, sanctions, consents and pemissious as may be deemed necessary consent be and is hereby accorded to the Board of Directors of the Company or any Committee thereof, to enter into contracts/agreements as defined in the Companies Act, 2013 with the related par(ies up to maximum per annum amounts with effect from Aprfu 1, 2025, as appended herein below:

Transaction defined u/s 188(1) of Companies Act, 2013 (Rs. in Crones)
Name of Related Par(ies / Companies	Sale of any goods	Purchase of any	E Payment of
	and materials and	goods and	Expenses and
	Service	materials and	Reimbursement
		Service	Paid
On Actual basis, exempted being in the ordinary course of business and on arm's Length basis.
(Subject to a maximum of amount p.a. as mentioned agriflst the name of the Company).
G Amphray Pharmaceuticals Pv( Ltd	15	20
Triochem lchoratorics Pv( Ltd	15	20
Ambemath Pla§to Packaging Pv( Ltd	10	20
PROPRIETORSHIP FIRM :
G Amphray Laboratories	60	40	20
PARTNERSIHP FIRM :
G Amphray lfroratories	60	40	20
DIRECTORS/KMPsquLATIVES OF DIRECTORS & "Ps/OTHER FIRMS & COMPANIES in which
Director have some interest as per the provisions of section 206) ofthc Companies Act, 2013
Mrs. Grace R. Deora
Mr. Rajcsh R. Dcora
Mr. Rajiv R. Dcora
Mr. Ranu S. Ikora
Ramu M. Deora HUF
AnyContractortransactionwithalJtheabovepar(iesforsellingorothcrwisedisposingof,orbuying,
property of any kind to be on market value and on arm lengths relationship basis only.

RESOLVED FURTHER THAT for the purpose of givng effect to the above, the Board/Committee be and is hereby authorized to agree, make, accept, and fimlizc all such terms, condition(s), modification(s), and alteration(s) as i[ may deem fit within the aforesaid linits and the Board/Comhittee is also hereby authorized to resolve and settle all questions, difficulties or doubts that may arise with regard to such payment and to fimhize and execute all agreements, documents, and writings and to do an acts, deeds, and things in this comection and incidental as the Board/Committee in its absolute discretion may t without being required to seek any further consent or approval of the members or otherwise

to the end and intent that they shall be deemed to have been given approval thereto expressly by the authority of this resolution.

RESOI.VED FURTHER THAT the Board of Directors Of the Company or any Committee therect be and are hereby authorized to execute the documents, deeds or whtings required to be executed in relation to the and other incidental documents, make applications to regulatory and government authorities for the purposes of obtaining all approvals, consents, pemissious and sanctions required by the Company and to do all acts and deeds to give effect to this resolution."

NOTES:

• 1. Pursuant to the provisions Of the Act, a member entitled to attend and vote at the Annual Genenl Meeting ("AGM") is entitled to appoint a proxy to attend and vote instead of himscquerself and the proryneednotbeaMemberoftheCompany.Theproryfom,inordertobeeffective,mustbereceived at the Company's Registered Office not less than 48 hours before the Meeting. Proxies submitted on behalf of companies, societies, partnership fins, etc. must be supported by appropriate resolution/authority, as applicable, issued on behalf of the nomination organization. The proxy fom is annexed to this notice.
• 1. Members are requested to note that a person can act as a proxy on bchalf of members not exceeding 50andholdinginaggregatenotmorethan10%ofthetotalsharecapitaloftheCompanycarryingvoting rights. If a prory is proposed to be appointed by Members holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or Members.
• 1. In case of joint holders attending the meeting, only such joint holder who is hither in the order of name will be entitled to vote.
• 1. Entry to the place of meeting will be regulated by an attendance slip which is anncxed to this notice. The MembersArories attending the meeting are kindly requested to complete the enclosed attendance slip and affix their signature at the place provided thereon and hand it over at the venue of the meeting.
• 1. Route map showing directions to reach the venue of the 53rd Annual Gcncral meeting is given at the end of the Notice.
• 1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 setting out material facts concerning the business under Item No. 4 to 8 of the Notice is amexed hereto. The Board of Directors have considered and decided to include Item No. 4 to 8 as given above, as Special Business in the forthcoming AGM as they are unavoidable in nature. However, for Item No. 2, 3 and 5 relevant details of director seeking re-appointment by way of retire by rotation as required under SEBI LODR RegLilatious and Scuetarial Standards-2 on General Meetings issued by the lustitutc of Company Secretaries Of India is annexed to this Notice.

ster of Directors and Key Managerial Persormel and their shareholding, maintained under 70 of the Companies Act, 2013. (`the Act') and the Reester of Contracts or Arrangements in

which Directors are interested, maintained under Section 189 of the Act will be available for inspection by the Members at the Annual General Meeting.

• 1. In line with the MCA Circulars and SEBI Circulars, the Notice of the AGM along with the Annual Report 2024-25 is being sent through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. The Notice conveying the 53^rd AGM has been uploaded on the website of the Company at www.triochemproducts.com under 'Investor Relations' section and may also be accessed on the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com. The Notice is also available on the website of CDSL at www.evotingindia.com.
• 1. Pursuant to section 91 of the Companies Act, 2013 read with Rule 10 of the Companies (Management and Administration) Rules, 2014 and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Register of Members and Share Transfer Books of the Company will remain closed from Thursday, June 19, 2025, to Wednesday, June 25, 2025 (both days inclusive) for the purpose of 53rd AGM.
• a) For Shares held in electronic form: To all the beneficial Owners as at the end of the day on Wednesday, June 18, 2025, in the list of beneficial owners to be furnished by NSDL and Central Depository Service (India) Limited ('CDSL'); and
• b) For Shares held in physical form: To all Members in respect of shares held in physical form after giving effect to valid transmission and transposition request lodged with the Company as of the close of business house on Wednesday, June 18, 2025.
• 1. Effective April 1, 2019, the Company has stopped accepting any fresh transfer requests for securities held in physical form. In view of this and to eliminate all risks associated with physical shares, Members holding shares in physical form are requested to dematerialised their holdings. Members may contact RTA i.e. M/s. MUFG Intime India Private Limited., Address: C-101, 1^st Floor, 247 Park, L. B. S. Marg Vikhroli (West), Mumbai 400083, Maharashtra at rnt.helpdesk@in.mpms.mufg.com for assistance in this regards. Members may also refer to Frequently Asked Questions (FAQs) on the Company's website at

https://www.triochemproducts.com/uploads/Investor-relations/pdfs/frequenlty-asked-quesations-faq-24-2879.pdf

1. The format of the Register of Members prescribed by the MCA under the Act requires the Company/ Registrar to record additional details of Members, including their PAN details, e-mail address, bank details for payment of dividend, etc. A form for capturing additional details is available on the Company's website under the section 'Investor Relations' tab 'Investor Service' at https://www.triochemproducts.com/investor-relations/investor-relations.aspx?year=2024-25 as also attached to this Annual Report. Members holding shares in physical form are requested to submit the filled-in form to the Company or to the Registrar in physical mode as per instructions mentioned in the form. Members holding shares in electronic form are requested to submit the details to their respective roductor to the Company or RTA.

Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mall address, telephoncrfuobile numbers, PAN, reBstering Of nofnination, pover Of attoney reastration, BankMandatedetaiis,ctc.totheirDPsincasethesharesareheldinclectronicformandtotheRegivtratrar at mt.heLndesk@in.mDms.mrfe.com in case the shares are held in physical form, q`ioting their folio number. Further, Members may note that SEBI has mandated the submission Of PAN by every participant in the securities market.

• 1. Nomimtion Facility: As per the provisions Of Section 72 Of the Act, the facility for mating nominations is awilable for the Members in respect Of the shares held by them. Members holding shares in a sinale naneandwhohavenotyetre¢steredtheirnominationarerequestedtorigiv[erthesamelysubmitting Fom No. SH-15usR-3. If a member desires to cancel the ealier nomination and record fresh nomination, he may submit the salne in Form No. SH-14ASR,3. Members holding shares in physical fom are requested to submit the foms to Mts. MUFG Intime India Private Lindcd., the Company's Share Registrars and Transfer Agent. Members holding shares in electronic fom may ohain fom from their respective Depository Participant.
• 1. Consolidation Of physical Share Cer(ificates: Members holding shares in physical fom, in identical order Of names, in more than one folio are requested to send to the Company or RTdy the details Of succh folios together with the shares certificates for consolidating their holdings in one fohio. A consolidated share certificate will be issued to such Members after mking requisite changes.
• 1. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company Of any change in address or demise Of any Members as soon as possible. Members are also advised not to Leave their demat account(s) dormant for long. Periodic statement Of holdings should be obtained from the concerned DP and holdings should be verified from time to time.
• 1. Process for reSstering e-mail address to receive this Notice along with credentials for remote cnyoting: a)Onlineupdateonwebpor[alathtti]s/twch.in.mi]ms.mute.comAlfnailutRinailRedster.html
• b) For Physical shareholders: please provide necessary details like Folio No., Name Of shareholder, scanned copy Of the share certificate (front and back) , PAN (Selhattested scanned copy Of PAN card) , AADIIAR (self.attested scanned copy Of Aadhar Card) by email to Company / RTA cmall to mt.helodesk@in.fnDms.mufacom
• c) For Demat shareholders: please provide Demat account details (CDSL-16 diSt beneficiary ID or NSDlrl6 digiv DPID + CLID), Name, chant rmster or copy of Consolidated Account statement, PAN (selfattested scarmcd copy Of PAN card), AADHAR (selfattested scanned copy Of Aadhar Card) to CompanyprA email to mt.helDdesk@in.mi)ms.muff.com
• d) The companyiAITA shall coordinate with CDSL and provide the loSn credentials to the abovementioned shareholders.

mote evoting before/during the AGM:

• a) Pursuant to the provisions Of Section 108 of the Companies Act, 2013 read with Rule 20 Of the Companies quanagement and Administrrfu) Rules, 2014, Regulation 44 Of histing Regulations, as may be amended, and MCA Circulars, the Company is providing facilrty Of reniote eroting to its MembersinrcspectOfthebusinesstobetransactedatthe53rdAGM.Forthispurpose,theCompany has entered into an agreement with Central Depository Services qndia) Limited (CDSI,) for facilitating voting throuch electronic means, as the authorized e-Vbting's agency. The facility Of casting votes by a member using remote cryoting system on the date Of the 53rd AGM will be provided by CDSL.
• b) Members Of the Company holding shares either in physical form or in electronic fom as on the cutoff date Of wednesday, June 18, 2025, may cast their vote by remote e+Toting. A person who is not a member, as on the Cutoff date should treat this Notice for infomation purposes only. A person whose name is recorded in the Regivter Of Members or in the Register Of Beneficial Owners maintained by the Depositories as on the cutoff date only shall be entitled to avail Of the facility Of remote e.voting before as well as during the AGM Any non-individual shareholders or shareholder holding securities in physical mode who acquires shares Of the Company and becomes a Member Of the Company after the dispatch Of the Notice and holding shares as on the cutoff date i.e. Wednesday, j`ine 18, 2025, ray obtain the User ID and Password by sending a request at helDdesk.evotinE@cdshindia.com.

Individual shareholders holding sccuritics in demat mode, who acquire shares Of the Company and become a Member Of the Company after dispatch Of the Notice and holding shares as Of the cutoff date i.e. Wednesday, June 18, 2025, may follow the Login process mentioned below in point 18.

c) The remote e-voting period commences on Sunday, June 22, 2025, at 9.00 a.in. ¢ST) and ends on Tuesday, June 24, 2025, at 5.00 pin qsT). The remote evoting module shall be disabled ly CDSL for voting thereafter. Once the vote on resolution is cast by the Member, the Member shall not be allowed to change it subsequemly.

The voting rights Of the Members (for voting through remote e+noting beforerduring the AGM) shall be proportion to their share Of the paidiip equity share capital Of the Company as on the cutoff date Wednesday, June 18, 2025.

• dy The remote evyoting module during the AGM shall bc disabled by CDSL for voting 15 minutes after the conclusion Of the Meeting.
• 1. Mrs. Ragini Chokshi, Practicing Cofnpany Secretary (C.P. No. 1436) has been appointed by the Board Of Director Of the Company as Scrutinizer for providing facility to the Members Of the Company to scrutinise the refnote crating process as vell as voting through Poll paper at the Meeting, in a fur and transparent fmLrmer.

The Scmtinizcr shall umbai inmediately after the conclusion of evoting at the AGM, first count the votes cast e Annual General Meeting, thereafter, unblock the votes cast through c-voting in the presence of witnesses not in the employment of the Company. Scrutinlzer Shall, submit within the time

stipulated under the applicable laws, a consolidated scnitinizer's report Of the total votes cast in favor or against, if any to the Chairman or a person authorized by him in writing who shall counter.sign the same. Thereafter, the Chaiman or the person authorized by him in writing shall declare the results Of the voting forthwith.

The Results declared along with the Scrutinizers Report shall be placed on the Company's website www.triochemDroducts.com under the section Investor ReLatious' tabFinancial Information: Annual Report'andonthewebsiteOfCDSLimmedia.elyaftertheresultisdeclaredbytheChaiman/Authorized person and the results will also be communicated to the Stock Exchange where the shares Of the Company are histed.

18. THE INTRuonoNs roR sllAREIIOIDREs roR REMOTE E-VOTING ARE As UNDER:

• a) The remote c-voting period begivs on 22nd June 2025 at 09.00 a.rn. and ends on 24th June 2025 at 05.00 p.in. During this period shareholders Of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date 18th June 2025 may cast their rote electronically. Thee-votingmoduleshallbedisabledbyCDSLforvotingthereafter.Shareholderswhohavealready voted prior to the meeting date would not be entitled to vote at the meeting venue.
• b) Pursuant to SEBI Circular No. SEBIAIoroFD/CMD/CIR/Pun20/242 dated 09.12.2020, under Regulation 44 Of Securities and Exchange Board Of India (Listing Obhigations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote eroting facility to its shareholders, in respect Of all shareholders' resolutions. Cunently, there are multiple crating service providers QSPs) providing c+noting facility to listed entities in India. This necessitates registration on various ESPs and maintemnce Of multiple user IDs and passwords ly the shareholders.

In order ro increase the efficiency Of the voting process, pursua]it to a public consultation, it has been decided to emble e-voting to all the dent account holders, by way Of a sintle logiv credential, through their demat accountsfurebsites Of Depositories/ Depository Participants. Dent account holders would be al)le to cast their vote without having to reSster again with the ESPs, therchy, not only facilitating seamless authentication but also enhancing ease and convenience of paniciprting in c-voting process.

c) In tens Of SEBI circular no. SEBIAIO/CFD/CMD/CIRTm20¢42 dated December 9, 2020, on evoting facility provided by Listed Companies, Individual shareholders holding securities in dcmat mode are alloved to vote through their defnat account maintained with Dcpositories and Depository Participants. Shareholders are advised to update their mobile number and email ld in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Ipgiv method for e-voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Individual	1)	Users Of who have opted for CDSL's Easi / Easiest facility, can logiv
Shareholders		through their existing user id and password. Option will be made
Holding		available to reach e-voting page without any further authentication.
securities in		The URls for users ro lpgin to Easi / Easiest are:
Demat mode		httt)s/twneb.cdslindia.cofndnveasithomedorin or www.cdslindia.com
with CDSL		and clidr on toSn icon and select New System Mycasi.
	2)	After successful logrn the Easi / Easiest user will be able to see the e
		Voting Menu On clicking the cryoting menu, the user will be able to
		see histher holdings along with linlrs Of the respective c-voting service
		provider i.e. CDSL / NSDL / KARVY / IJNK INT"E as per inforrmtion
		provided by lssuer / Company. Additionally, we are providing links to
		e-Vb(ing Service Providers, so that the user can visit the e-Voting selvice
		providers ' site directly.
	3)	If the user is not rF9stered for EasvEasiest, option to rcgivfer is
		available at httDs/funcb. cdsLindia.comthveasi.flealstration/
		EasiRe
	4)	Altemativdy, the user can directly access e-voting page by providing
		Demat Account Number and PAN No. from a link in
		www.cdslindia,com home page. The system will authenticate the user
		by sending OTP on regivtered Mobile & Emit as recorded in the Dermt
		Account. After successful authentication, user will be pro\nded links for
		the respective ESP where the civofing is in progress during or before
		the AGM.
Individual	1)	If you are already reSstered for NSDL IDeAS facility, please visit the e
Shareholders		Services website Of NSDL. Open web browser by typing the following
holding securities		URL: httos/feservices.nsdl.com either on a Personal Computer or on a
in demat mode		mobile. Once the home page Of e-Services is launched, click on the
with NSDL		"Beneficial Owner" icon under "Ipgiv" which is available under
		`IDeAS' section. A new screen will open. You will have to enter your
		User ID and Password. After successful authentication, you will be able
		to see c-voting services. click on "Access to c-voting" under e-voting
		services and you will be able to see e-Voting page. Click on company
		name or e-voting service provider name and you will be redirected to
		e-Voting service provider website for casting your rote during the
		remote e-Voting period or joining virtual meeting & rating during the
		meeting.
	2)	If the user is not reSstered for IDeAS erservices, option to reSster is
		available at htti]s/feservices.nsdl.com. Select "Rqctster Online for IDeAS "Portal or chick at
		httDs/fescrviccs.nsdl.com6ecureweMdeasDirectReaisD
	3)	Visit the e-voting website Of NSDL. Open web browscr by typing the
		following URL: httos/ltww.evotin2.nsdl.com/ either on a Personal
		Computer or on a mobile. Once the home page Of c.Voting system is

	launched, click on the icon "Logiv" which is available under
	`ShareholderAIember' section. A new screen will open. You will have
	to enter your User ID (i,e. your sixteen digit demat account number
	hold with NSDI.), Password/OTP and a Verification Code as shown on
	the screen. After successful authentication, you will be redirected to
	NSDL Depository site wherein you can see e-Voting page. Click on
	company nalne or e-Voting service provider name and you will be
	redirected to e-Voting scrvicc provider website for casting your vote
	during the remote e-Voting period or joining virtual meeting & voting
	during the meeting.
Individual	You can also logiv using the logiv credentials of your dermt account
Shareholders	through your Depository Pardcipant regiv(ered with NSDlroDSL for e
aiolding securities	Voting facifty. After successful logiv, you will be able to see e-Voting
in demat mnde)	option. Once you click on e-Voting option, you will bc redirected to
Loan though	NSDI/CDSL Depository site after successful authentication, wherein you
their Depository	can see e-Voting feature. Click on company name or e-Voting service
Participants	provider mlne and you will bc redirected to c-Voting service provider's
	website for casting your vote during the remote e-Voting period or joining
	virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Fonget User ID and Forget Password option availal)le at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to logiv through Depository i.e. CDSL and NSDL

to8in type	Helpdesk details
Individual Shareholders	Members facing any technical issue in logiv can contact CDSL
holding securities in Demat	helpdesk by sending a request at
mode with CDSL	heli]desk.evotinQ@cdslindia.com or contact at 022- 23058738
	and 22-2305854243.
Individual Shareholders	Members facing any technical issue in loan can contact NSDL
holding securities in Demat	helpdeck by sending a request at evotinq@nsdl.co,in or
mode with NSDL	Can at toll free no.: 18001020 990 and 1800 22 44 30

• d) LOSn method for e-Voting for shareholders other than individual shareholders & physical shareholders.
• 1) The shareholders should log on to the evoting website www.evotinQindia.colm
• 2) Click on "Shareholders" module.
• 3) Now enteryour user lD
  • a. For CDSL: 16 digits beneficiary ID,
  • b. For NSDL: 8 Character DP ID followh by 8 Diors Client ID,

c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company. OR

Alternatively, if you are registered for CDSL's EASI/EASIEST e-services, you can log-in at https://www.cdslindia.com from Login - Myeasi using your login credentials. Once you successfully log-in to CDSL's EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically.

• 4) Next enter the Image Verification as displayed and Click on Login.
• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
• 6) If you are a first-time user follow the steps given below:

	For Shareholders holding shares in Demat Form and Physical Form
PAN	Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department
	(Applicable for both demat shareholders as well as physical shareholders)
	Shareholders who have not updated their PAN with the Company/
	Depository Participant are requested to use the sequence number sent
	by Company/RTA or contact Company/RTA.
Dividend	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
Bank Details	recorded in your demat account or in the company records in order to
OR	login.
Date of Birth	If both the details are not recorded with the depository or company,
(DOB)	please enter the member id / folio number in the Dividend Bank details
	field as mentioned in instruction $(v)$ .

• After entering these details appropriately, click on "SUBMIT" tab. 7)
• Shareholders holding shares in physical form will then directly reach the Company selection 8) screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• 9) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• 10) Click on the EVSN for TRIOCHEM PRODUCTS LIMITED on which you choose to vote.
• 11) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• 12) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• 13) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• 14) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your

• 15) You can also take a print Of the vcoes cast by clidfing on "Click here to print" option on the voting page.
• 16) If a demat account holder has forgotten the logiv password, then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the System.
• 17) Shareholders can also cast their vote using CDSL's mobile app in,voting. The in-voting app can be dowrnloaded from GOQgle Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively.
• c) Fadlity for Non Individual Shareholders and Custodians Rcmcte voting
• 1) Non-Individual shareholders ¢e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotindndia.com and register thcfnsehes in the "Corporates" module.
• 2) A scanned copy Of the Registration Fom bearing the stamp and sign Of the entity should be emailed to heLt}desk. evotin2@cdslindia.com.
• 3) After receiving the lpSn details a Compliance User should be created using the admin logiv and passwrord. The Comphianee User wrould be able to Link the account for which they wish to vote On
• 4) The List Of accounts hinked in the lqgn should be mailed to helpdesk.evoting@cdslindia.colm and on approval Of the accounts they wrould be able to cast their vote.
• 5) A scarmed copy Of the Board Resolution and Poorer Of Attorney (POA) which they have issued in favour Of the Custodian, if any, should be uploaded in PDF fomat in the system for the scmtihizer to verify the same.
• 6) Alternrty, Non Individual shareholders are required to send the relevant Board Resolution/Authority letter etc. together with anested specinen signanire Of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the emil address investor@triochemDroducts.com, if they have voted from individual tab & not uploaded same in the CDSL eJvoting system for the scrutinizer to verify the sane.

19. INSTRuc")Ns roR slIAREIIOIDERs E-VOTING DURING MEETING ARE As UNDER:

• a) The procedure for e-voting on the day Of the AGM is same as the instructions mentioned above for Rcmotc cnyoting.
• b) Shareholders who have voted through Remote e-voting will be eligivle to attend the meeting. However, they will not be eligivle to vote at the AGM
• 1. pROcEss FOR "OsE slIARElroIDERs wllosE EMAIL AI]DREssEsoroBnE No. ARE Nor REGlsTERED wrnl nlE cOMI]ANyoEroslTORIEs FOR OBTAINING I.OGIN cREDENmArs FOR E-VOTING FOR THIS RESOLUTIONS PROPOSED IN THS NOTICE:
• a) For Physical shareholders please provide necessary details like Folio No., Name of shareholder, scannedcopyofthesharecertificate(frontandback),PAN(self-attestedscannedcopyofpANcard), AADHAR (self-attested scanned copy of Aadhar Card) by email to CompanynTA emiL Id.

• b) For Demat shareholders please provide Dermt account details (CDSL-16 digit benefichry ID or NSDL-16digitDPID+CIID),Name,clientmsterorcopyofconsolidatedAccountstatement,PAN (self-attested scanned capy Of PAN card), AADHAR (selfattesoed scanned copy Of Aadhar Card) to Companyrm email Id.
• c) For Individual Demat shareholders Please update your email id & mobile no. with your respective Depository Pardcipant @D which is mandatory while e-voting & joining virfual meetings throuch Depository

21. For assistance / queries for Eroting ctc;

• a) If you have any queries or issues regarding attending AGM & c-voting from the CDSL e-voting System, you can write an email to heLDdesk.evotinE@cdslindia.com or contact at 022- 23058738 and 022-2305854243.
• b) All grievances connected with the facility for voting by electronic means may be address ro Mr. Rdssh Dalvi, Manager, (CDSL), Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M 7oshi Marg, Lowr Panel aiast), Mumbai -400013 or send an email to heLDdesk.ecotine@cdsindia.com or call on 022-2358542/43.

22. GENERAL INS'IRUC")NS

• a) Members may avail demateriaLization facility by opening Dermt Accounts with the Depository Par(icipants Of wither National Securities Depository Limited or Central Depository Services Qndiq) Linited and get the equity share certificate held by them dematerialjzed. The ISIN No. Of the Compay is INE331E01015
• b) Members may also note that an electronic copy Of the 53rd Annual Repor( including Notice along with attendance slip and proxy fom will be available on the Company's ivebsite at www.triochemDroducts. com Even after reastering for ecommunication, Members are entitled to receive such communication in physical form, upon rmhing such a request for the same hoe Of cost. For any communication, the shareholders may also send their request to the Compdys investor E-mail Id: investor@triochemt}roducts.com

ByorderOftheBoardofDirectors For Triochem Products linited

£=coquceL_

Director @IN 00312080)

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

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

Ramu S. Deora

Director PIN 00312369)

A- to Notice

Item No.2:

PROFHE OF DmECTORs SEEENG AproINTMENTnE-AppOINTMIINT AT ThlE ANNUAL GENERAL MEETING

Pursuant to Regulation 36(3) of the SEBI Qjsting Obligations and Disclosure Requirements) Regulations, 2015, and pursuant to clause 1.2.5 of the Secretarial Standard on Genend Meetings (SS-2) the details Of the Directors seeking appointmcnvre-appointment at the 53rd Annual General Meeting is furnished below:

Name of Director	Mr. Rajesh Ranu Deora
Director Identification Number	00312516
Desigmtion	Non-Executive Director Non-Independent
Age	5 1 Years
Qualification	Graduate in Economics & Industrial Mamgement and
	Bachelor of Science Degree from Camegiv Mcllon University
	qusA).
Expertise	He started his career with Amphray lfroratorie§ as Expor( -
	Import Manager. He has over 25 years of experience in all
	aspect of the Business including Finance & Accounting,
	Lodstics, Import-Export, Products and Business
	nevelopmcnt.
Date of first appointment in the current	28th May, 2019.
desigmtion
Shareholding in the Company as on 319	36,000
March 2025.
Directorships and Committee	Nil
memberships held in other companies
as on 31stMardi 2025 qxcluding Private
Companies)
InterLse relationships between Directors	Mr. Ranu Sitanm frora @IN 00312369) ¢athcr)
and Key Managerial Personnel	Mrs. Grace Ranu Deora PIN 00312080) quother)
No. Of Board Meetings attended during	5 of 5.
the financial year 2024-25.
Tens and conditions of re-appointment	As per the resolution passed by the Shareholders of the
	Company on the 50th Annual General Meeting held on 26th
	August 2022, Mr. Rajech Ramu Dcora has been appointed as
	a Non-Executive Non-Independent Directors, liable to retire
	by rotation.
Details of proposed remuneration	Nil

Board of Directors proposed the appointment of Mr. Rajcsh Ramu Deora as Non-EHeoutive Nondent 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. Ramu Sitaram Dcora; Mrs. Grace Ramu Deora and Mr. Rajesh Ramu 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.

Item No.3

pROFnE OF DIRECTORs sEEmTG AproINTMENTnE-AproINTMENT AT THE AIVNUAL GENERAL MEE"G

Pursuant to Regulation 36(3) of the SEBI qisting Obligations and Disdusure Rcquirrmcnts) RegLiLatious, 2015, and pursuant to clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) the details of the Directors seeking appointmenvre-appointment at the 53fd Annual General Meeting is fumishcd below:

Name of Director	Mr. Ramu Sitaram Dcora
Director Identification Number	00312369
Desi8mtion	Non-Executive Director Non-Indcpendcnt
Age	88 Years
Qualification	B.A., L.L.B.
Expertise	Having, wide range expericncc in administration, industrial
	development & management, expor( promotion, strategy
	leadership, Finance, Investment.
Date of first appointment in the current	3otb June,1975
designation
Shareholding in the Company as on 31`	34,500
March, 2025
Directorships and Committee	Nil
memberships held in other companics
as on Slat March, 2025 (Excluding Private
Companies)
Inter-se relationships between Directors	Mrs. Grace R. Deora @IN 00312080) Ovife)
and Key Managerial Persormcl	Mr. Rajesh R. Dcora @IN 00312316) (Son)
No. of Board Meetings attended during	5of5
the financial year 2024-25.
Tcms and conditions of re-appointmen(	As per the resolution passed by the Shareholders of the
	Company on the 50h Annual Genend 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 remuneration	Nil

TRIocHEM pRODuCTS IunTED

The Board of Directors proposed the re-appointment of Mr. Ramu Sitaram Deora as Non-Excoutive 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 Annual General Meeting.

Except Mr. Ramu Sitarain Dcora, Mrs. Grace Ranu Deora and Mr. Rajesh Ramu Dcora and their rchtives, nootherDirectororKeyManagerialPersonncloftheCompanyortheirrelativesareconcemedorinterested in the aforementioned resolution for 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.

Item 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{nactment(s) thereof, for the tine being in force) ("the Act), every listed company and certain other prescribed categories of companies arc 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. Furthemore, pursuant to recent amendments to Regulation 24A of the SEBI Listing RcgLilatious, 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 fin for a maximum of two terms of five consecutive years, with shareholder approval to be obtained at the Annual General Meeting.

Accordingiv, based on the recommendation of the Audit Committee, the Board of Directors has approved the appointment of M/s. Ragivi Chokshi & Co, Company Secretaries, as the Secretarial Auditors of the Company for a period of five years, commencing from fimncial year begivning April 1, 2025, for a period of one term of five consecutive years, that will condude on March 31, 20sO, at such remuneration plus applical)le taxes thereon and such increase in audit kes till the conclusion of their ten, 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 Ratlri Chokshi & Co for appointment, the Board and the Audit Committee evaluated various factors, including the firm's capal]ihity 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 Ra9hi Chokshi & Co was found to be veuequipped to manage the scale, diversity, and complexity associated with the Secretarial Audit of the Company. M/s Ragivi Chokshi & Co is a pear reviewed and a weu{stablished fin of Practicing Company Secretaries, retlstered with the Institute of Company Secretaries of India, New Delhi.

Accordinchr, the Board recommends the Resolution set out in Item No. 4 for the approval by the Mcmbcrs of the Company as an Ordinary Resolution.

of the Directors, Managers or any key managerial persomel or any of their relatives, are concerned sted, whether financially or otherwise, in this Resolution

Explanatory Statement pursuant to Section 102 Of the Companies ACL 2013

Pursuant to Section 102 of the Companies Act, 2013 (the act') , the following Explanatory Statement sets out all material facts relating to the Business mentioned under Item no. 3 of the accompanying Notice dated 24th May 2025.

Item No. 5

Mr. Ramu Sitaran Deora, 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 Qjsting 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 anfiexed 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. Ramu 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 applical)Le provisions of the Companies Act, 2013 and relevant accounting standards are given below:

• 1) Mr. Ramu Sitaram Deora PIN: 00312369) was appointed as Non-Exeoutivc Non-Independent Director at the 50th Annual General Meeting held on 26th August 2022 and he is hial)le to retire by rotation.
• 2) As per Regulation 17(1A) of the SEBI qisting Regulations), which came into cfibet from Apul 1, 2019 provides that no listed entity shall appoint a person or continue the directorship of any person as a nonexecutive director who has attained the age of seventy five years unJcss a special resolution is passed to that effect in which case the aplanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.
• 3) Mr. Ranu Sitaram Dcora, 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 vanous trade fachitation forum/promotion council like Board of Tnde q}OT); FIEO; CHEMEXCIL; FICCI; All India Shippers Council; ECCG; etc. spanning over 40 years, Mr. Dcora has spent 58 years in the field of industrial development and mamgement.
• 4) The Board of Directors is of the option that Mr. Ramu Sitaram Deora has been an integral part of the Board, has provided valuable iusights to the Company and possesses relevant expertise and vast experience in the field of administration, leadership, and business. His guidance in the past has been le and supportive to the Company in dealing with complex matters. Accordingiv, it is felt that his tion as non{xecutive director will be beneficial and in the best interest of the Company. In line umb,I

with the provisions of SEBI Qjsting Regulations), your directors recommend his appointment as Non-Executive Non-Independent Director at the 53rd Amual General Meeting by way of Special resolution and that he is liable to retire by rotation.

5) The Board of Directors accordingiv recommends the Special Resolution as mentioned at item no. 5 of this Notice for approval of the Members of the Company.

Except Mr. Ramu Sitaram Dcora; Mrs. Grace Ramu Dcora and Mr. Rajesh Ramu Deon and no other Director or Key Managerial Personnel of the Company or their relatives arc concerned or interested in the reappointment of Mr. Ramu Sitaran 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.

Item no. 6

pROFnE oF DIRECTORs sEEmTG AprolNTMEI\ITqu-AppolNTMENT AT nlE ANNUAL GENERAL RETING

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 appointmcnvre-appointment at the 53rd Annual General Meeting is furnished below:

Patculars	Iletafls
Name of the Director	Mr. Shalendra Omprahash 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
Desigmtion	Non-Executive Independent Director
Qualification	Commerce Graduate from University of Mumhi
Expcrienceftyrtise	Hc has more than 29 years of experience in marketing, accounts, managelnent, public relations, team management and territory developmenvmanagement in the business envirorment.
Terms & Conditions	Additional Non-Executive Independent Director of the Company for the First ten of five (5) consecutive years with effect from 29th Mardi 2025 subject to approval of members in the upcoming General MeetingAlostal Ballot.
uneration sought to bc paid	No remuneration is paid
oration last drawn	Notapplicable

Justification for choosing the appointees for	He lmowledge in Marketing, Accounts
appoinments as Independent Directors	Management, Pubhic relation, Team management,
	etc. will prove to be valuable for the Company.
Number of Boal'd meetings attended during the	Nil
year
Shareholding in the Company	Nil
List of Directorship in other Company's	1) M/s. Halaplay Technologes private I.imited
	2) M/s. Sab Events & Governance Now Media
	Limited
List of Chairmanship or membership of various	Chairmaushio
committees in listed company and other companies	M/s, Sab Events & Governance Now Media Linited
(The Committee membership and chairpersouship	- Nomination and Remuneration Committee and
indudes membership of the Audit Committee (AC) ,	Stakeholder Relationship Committee.
Stakeholder Relationship Committee (SRC) and	Membershio
Nomination and Remuneration Committee avRC)	M/s. Sat) Events & Govemancc Now Media Limited
	• Audit Committee
Relationship with other Directors of the Company	Not Related
Person shall not debarred from holding the office	NotApplical]le
of Directors pursuant to any SEBI Order or any
other such authority ¢nformation as required
under Circular No. IJST/COMP/14#018-19 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

Item no. 7

pROFnE oF DnRECTORS SEEING Aproll\ITMENTqu-AproINTMENT AT TtlE ANNUAL GENERAL MEETING

Pursuant to Regulation 36(3) of the SEBI ousting 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 appointmenvre-appointment at the 5 3rd Annual General Meeting is furnished below:

Particulars	Details
Name of the Director	Mr. Vipul Amul Desai
Reason for change	Appointment
DIN	02074877
Date of Birth	27-Dec-1955
UNA	69 Years

Nationalrty	Indian
Date of Appointment as Director	29th March 2025
Dcsignation	Non-Executive Independent Director
Qualification	Degree in Commerce, Management and lflw
	with professional qualification of Company
	Secretary and Cost Accountancy
Experienceftyrtise	He has 44 years of rich expcricnce from Finance
	Manager and Company Secretary to President
	Corporate Aflir, Biz Development in Corporate
	Icke, NECO, Mittal's, TATA AIG Insurance,
	Deutsche Banlq Mafatlal's, and many more in
	India.
Terms & Conditions	Additioml Non-Executive Independent Director
	of the Company for the First ten of five (5)
	consecutive years with effect from 29th 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	NotApphicable
Justification for choosing the appointees for	He knowledge in Fimnce ManagemenL
appointments as Independent Directors	Corporate Affat, Cost Accountancy, etc. will
	prove to be valuable for the Company.
Number of Board meetings attended during the year	Nil
Shareholding in the Company	Nil
List of Directorship in other Company's	1) M/s. Salvi chemical Industries Lindted
	2) M/s. Suashish Diamonds Limited
	3) M/s. National plastic Industries Limited
List of Chairmanship or membership of various	Membershio
committees in listed company and other companies	1) M/s. National Plastic Industries Linited -
(The Committee membership and chairpersouship	Audit Committee
indudes membership of the Audit Committee (AC), Stckcholder Relationship Committee (SRC) and	2) M/s. Natioml Plastic Industries Lihited - Nomination and Remuneration Committee
Nomination and Remuneration Committee OIRC)
Relationship with other Directors of the Company	Not Related
Person shall not debaned from holding the office of	NotApphicable
Directors pursuant to any SEBI Order or any other
such authority anfomation as required under
Cirmlar No. IJST/COMP/14/2018-19 dated 20th June
2018 issued by the BSE Ltd

the Board recommends the Resolution set out in Item No. 7 for the approval ly the Members my as an Special Resolution.

None of the Directors, Managers or any key managerial persormel or any of their relatives, are concerned or in(erestcd, whether financially or otherwise, in this Resolution

Item no. 8

Pursuant to Section 188 of the Companies Act, 2013 ("the Act"), read with Rule 15 of the Companies queetings of Board and its Powers) Rules, 2014 the Company is required to obtain consent of the Board and prior approval of the members by Special Resolution in case certain Related Party Trausactious exceed such sum as is specified in the Rules. The aforesaid provisions arc not applical)Le in respect to transactions entered into by the Company in the ordinary course of business on an ann's length basis. Though the Company always docs business with its related parties at am length and in the ordinary corse of business but there may be some trafisactious done in the interest of the Company and for which your approval is required under the provisions of the Act.

The proposal outhned above is in the interests of the Company and the Board recommends the resolution setting out in Item No. 8 of accompanying Notice as Special Resolution.

None of the Director or Key Managerial Personnel of the Company is concerned or interested in the said resolution expect to extent of their shareholding in the company or any other interest as Director or shareholder or partner or otherwise in Such related party entity, if any.

The Board recommends this Resolution for your Approval.

By order of the Board of Directors For Triorhem Products Limited

flya-Q`D-Grace R rmra

Director @IN 00312080)

Ranu S. Dcora Director OIN 00312369)

CIN No.: L24249MH1972PLC015544 Place: Mumbai; Dated: 24th May 2025 ketlstered office : 4th Floor, Sambava Chambers, Sir P. M. Road, Fort, Mumbai: 400 001 Email: investor@triochemoroducts. com : Wtbsiee : www.triochenoroducts.com Phone No.: 9122 22663150; Fax No.: 9122 22024657

Route MAP to the venue of the 53rd Annual General Meeting

TRlorlmM pRODuc'rs I"ITED

Rcastered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbai, Mcharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 5150 "o CHEM Fax: 00 91 (22) 22202 4657 E-mail: info@anl)hrav.com Website : www.triochemDroducts. com Corporate Identity Number: L24249MH 1972PLC015544

IBOARDrs REpoRT & M^I\IAGEMEr\IT DlscussloN AND ANAI.ysIS

DrfuMcndxxp

Your directors have great pleasure in presenting the 53rd Annual Report together with the Audited Financial Srdtements Of the Company for the fimncial year ended March 31, 2025.

1. RESULTS OF OUR OPERATION AND STATE OF AFFAIRS

a) Financial Highus

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 Qisting Obligation and Disclosure Requirements) Regulation 2015 ("Listing Regulations) and provisions Of the Companies Act, 2013 (Act).

	rAmount in Rs. haThs cxccDt EPsl
Particulars	For the Year ended
	March31,2025	March 31,2024
Revenue from Operation	•
Other Income	105.01	102.96
Total hcomc	105.01	102.96
Eamipgs Before Interest, Taacs, Depreciation and Amortization	(16.94)	(8.38)
Ii:ss: Finance Cost
less: Depreciation and Amortization Expeusc	7.68	8.97
Profit before cBoaptional iems and tax	(24.62)	(17.35)
Exceptiond ltcus		(115.65)
Profit Before Tax	(24.61)	(133.00)
Less: Tax Expcuse	15.39	(31.67)
Profit for the period from continuing opcraflous	(40.01)	(101.33)
Profit before tax from discounted operations
Tax expense of discontinued operations
Profit for the pchod from discontinued operations		•
Profit for the period	(40.01)	(101.33)
Other Comprehensive Income (net of tax)	(55.33)	403.63
Total Comprchcnsivc Income	(55.33)	403.63
Opening balance in Retained Eamingr	994.99	1014.41
Cleslng balance ln Retained Eamlngs	954.98	994.99

* Previous vear'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 (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 vear 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. 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.

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://www.triochemproducts.com/uploads/Investor-relations/pdfs/dividend-distribution-policy-24-2907.pdf

Investor Education and Protection Fund (IEPF)

yourcompanydidnothaveanyfundslyingunpaidorunclaimedforaperiodofsevenyears.Therefore, there were no funds which were required to be mnsferred to the lnvestor Education and Protection Fund qupD.

0 Transferto 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 iusurable interests of the Company, including building, plant and machinery and stock have been fully insured.

h) Particulars oftoans, Guarantees or Investments

During the year under review, the Company has made investment as on March 31, 2025, arc 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 sec(ion 186 of the Companies Act, 2013, read with the Companies queetings of Board and its Powers) Rules, 2014.

i) Particulars of contracts or Amngenents Made with Related parties

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

AllRelatedPartyTransactiousenteredduringtheyearwereonanOrdimryCouseoftheBusinessand at Arm's Length basis. No material related party transactions were entered during the Financial Yeal' by your Company. Accordingiv, no disclosure is made in respect of rchtcd party transactions, as required under section 134(3)ai) of the Act in Fom AOC-2 is not applicable. Members ray rrfer to note no. 31 of the financial statements which set out related party disclosures pLLrsuant to IND AS-24,

j) Material Changes and Comndtments Affecting Financial Position Bcttroen The End of The Fimndal Year nd Ike of the Rfport

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

I) Deposits

The Company has not accepted any deposits from the pumc/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.

I) Insohenty and Banlmiptry code, 2016

the year under review, no application was made, or any proceeding was pending under the ncy and Bankruptcy Code, 2016 (31 of 201®.

in) One Tine Settlement with Bank / Finandal 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 Fom AOC-1 are not provided in this report. The policy for detemining Material SubsidiariesintermsofRegulation16(1)(c)OftheListingRegulationisnotapplicabletothecompany. The Company is also not a subsidiary of any other company

o) Change in The NatLne of Business

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

2. CAPITAL STRUCTIJRE OF THE COMPANY

a) Authorized share Capital

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

b) Issued, Sul]schbed & Paid-up Share Capital

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

miring 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 ANAL.YSIS

a) Industry structure and Development

(1) Global Phama Industry Rricw

The world phamaceutical industry is one of the top perfoming industries globally. New medications are constantly being developed, approved and marketed, resulting in significant market growth. Other market growth drivers include the agivg 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 einibit an annual growih rate (CAGR 2024-2028) of 6.19%, resulting in a market volume of US\$ 1,470.00bn by 2028.

httos:/whrww.statista.com/outlookthmo/Dharmaceuticalstworldwide

(2) Indian Phrma Industry Redow

The Indian phamaceutical industry ranks third tlobally in pharrmceutical production by volume and is known for its generic medicines and low{ost vaccines. India is one of the biggest suppliers of lowcost vaccines in the world. Major segments of Indian Pharmaceutical Industry indude generic drugs, OTC medicines, bulk drugs, vaccines, contract research & manufacturing,

biosimilars and biologics. Because Of the low price and high quality, Indian medicines are prefened worldwide, making it "phanacy Of the wrorld".

The phamaceutical industry in India is currently valued at \$50 Bn. India is a major exporter Of Pharmaceuticals, with over 200+ countries served by Indian phama exports. India supplies over 50% Of Africa's requirement for generics, ~40% Of generic demand in the US and ~25% Of au medicine in the UK. India also accounts for ~60% Of tlobal vaccine demand, and is a leading suppher Of DPT, BCG and Measles vaccines. 70% Of WIIO's vaccines (as per the essential Immunization schedule) are sourced from India.

https:/twww.investindia.sov.irfeectorfoharmaceuticals

The Indian pharmaceutical industry is projected to grow at a CAGR Of over 10% to reach a size Of US\$ 1 sO billion by 2030 httus : /furww. ibef orE/industrwhharmaceutical-india

@) Hey Trends in the Phama Industry

Changing Government and Regulatory landscape: Tgivtening Of policy and faster regulatory approvals are increasing competition, requiring companies to be right `first time'. With increased vigivance from regulators, a focus on quality assurance and control has become even more critical.

Shifting Industry Dymmics: shift from "Make in India" to "Develop in India", increased globalization, a focus on value addition versus pricing, and change from a competitive to coJhaborative nrindca

The emergence Of New Go-tc"acket Models: managivg multiple channels and consumers is becoming increasingly critical. The rising role Of phamacists vs. physicians, and patient empovement are drivers.

DiStal: Backbone Of Transformation- To remain competitive, companies need to demonstrate agivity in responding to the changivg relationship dynamics triggcred by new diStal players and invest in data and analytics capabilities.

(4) Active Phamaceutical Ingredient

The Active Pharmaceutical Ingredient (API) is the vital, bioLogivally active compound in pharrmceutical products driving therapeutic effects. Whether chemically s}mthesized or sourced from mture, Apls play a pivotal role globally in the pharmaceutical supply chain, serving as the foundation for dnig development and manufacturing. As the pharmaceutical industry cvehes towards cutting{dge therapeutics and innovative delivery systems, the dermnd for sophisticated AI'Is is Lfty to increase.

(5) Global Apt hrfe

The global active pharmaceutical ingredients market size was cstimted 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 Phamaceutical Ingredient (API) manufacturing, growhi Of the biophamaceutical sector, and an increase in gehatric population are among the lay drivers Of API

TRIOCHEM PRODUCTS LIMITED __A_.

EH

in.arket. An increase in prevalence Of chronic diseases, such as cardiovasculr diseases and cancer, is anticipated to boost market growl.

https:/whrw.grandviewresearch.comAndustrvanalvsisActive.I)harmaceutical-ingredients-market

Favouble government policies for API production, along with changes in geopolitical situations, are boosting market growih. The API market is undergoing immense changes due to supply chain disniption by COVID-19. Countries such as India are being prefened over Chirm for the export of API owing to geopohitical situations and the demand to reduce dependence on Chin for Apt products. Furthermore, governments Of many countries have fomulated plans and granted incentives to promote the production Of Apt.

® India Ap»de

The India active phamaceutical 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.

httDs:/Am7w.grandviewresearch.com/industry-analvsisAndia-activeroharmaceutical-infredientsmarket-reoort

The lay factors boosting the growih Of the active phamaceutical ingredients mathet are the rising drug research, rapid technolQgival advancements and development activities for dnig manufacturing, the increasing importance Of generics, and the increasing uptake Of biaphamaceuticals. However, the unfavorable dnig price control policies across various nations and high manufacturing costs are expected to hinder the fnacket's growth.

0 Business ~

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

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

b) Opporfuulties, Threats, OutloolL RIsis and Concerns

(1) Opportuulties

The Indian pharmaceutical industry rants third globally in phamaceutical production by volume and is known for its generic fnedicines and lowcost vaccines. India is one Of the biggest suppliers Of lowcost vaccines in the weld. The company is well placed to grow as the demnd for the product grows with the fact that this product is the fundamental product.

(2) Threats & Conccus

There is significant competition from other Active Pharmaceutical Ingredients (API) manufactuers both within India and foreign, however the markets and volumes are quite large. Further, the govemment's actions towards price controls on phamaceutical 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 impac( on the APT market. The Apt market encountered significant challenges during the recent global health crisis. Disruptions in worldwide supply chalus and lQSstical hurdles, including transportation restrictions and delays, impeded the timely acquisition of raw materials and the distribution of finished foms. Moreover, stringent regulatory measures and increased scrutiny of the pharmaceutical supply chaln introduced complexities, resulting in delays in production and approval processes. These collective challenges not only impacted production capacity but also highlighted the need for resifence and adaptability in the Apt market, but there are vuLneral]ilities due to the regivml dominance and lack of tlobal spread.

(3) Strcngths

The company with existing registrations and regulatory approvals has an estal]lished customer base in India and in various foreign countries that will emble it to further enhance their growl.

(4) Outlcol

The rise in the agivg population is one of the major drivers of the phamacoutical API manufacturing mai'ket. As the agivg population increases, the demand for phamaceutical drugs also increases. API acts as a specialty drug in these medicines to cure a particular discasc. For instance, in October 2022, according to an article shared by WHO, a Switzerland-based specialized agency of the United Na(ions responsible for intermtioml 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 phamaceutical API manufacturing market going foiwh. Chronic conditions, also known as chronic diseases, refer to long-tcm health conditions that Last for extended periods, often for a person's entire life, and typically cannot be cured completely. The quality, cffchiveness, and safety of the medication depend Largely on the API used. Pharmaceutical AI'I manufacturing helps to produce essential medications for managivg chronic diseases. Or instance, in 2023, according to the Natioml Library of Medicine, a Usbascd 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 phamaceutical Apt manufacturing nndet.

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

c) Internal control systems and Their Adequaey

The Company's defined organizational structure, documented policy guidcLincs and adequate internal controls ensure efficiency of operations, compliance with interml pohicics, applical)le haws and regulations, protection of resources and assets and accurate reporting of financial transactions. The Company continuously upgrades thcsc sys(ems in line with best available practices.

H-Reso-

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, wclfarc and safety of its people, strengthening human capal)iLities.

c) Investor Relations and Engagoncnt

lnvestor Relations aR) is playing an increasingly important role in todry's volatile wohd in embling companies to manage investor expectations. The objectives of Company's investor relations activities are to boost confidcncc and develop a long-term rchtiouship of trust with stakeholders including SharchoLdcrs, Investors & Andysts, through true and fair disclosure of information. To pursue these objectives at all times, your Company continuously disdoses necessary infomation.

0 Segment wlsc or products wise perfemancc; Financul performance and Raflos

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 F¥ 2024-25 is available on the first page of the Board's Report foming part of this Amual Report.

g) Key Financial Ratio

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

All the key financial ra(ios have been disclosed in notes to fimncial statement. Reasons where variance is more than 25% The Current ratio has inueasc due to the amount invested into Fixed Deposit in previous year was withdrawn and reinvested into non{urrent investments.

h) Cautionary starmcnt

The management discussion and analysis report contain statements which are forward-looting based on assumptions. Actual results may differ from those expressed or imphed due to the risk and uncertainties which have been detailed in this repor(. Several factors as listed in this report could mke 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 Gonmancc

ln tcms of Regulation 15(2) of Securities and Exchange Board of India Qjsting Obligations and Disclosure Requirements) Regulations, 2015, states that, The Compliance with the corporate governance provisions as specified in regulation 17, [17A,I 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses a) to (i) [and (I)] 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 crone net worth not exceeding rupees twenty five crone, as on the last day of the previous financial year. spect of our Company as on the last audited balance sheet as at 31ST March 2025 pald up equity al of the company is Rs.24.50 lath which ls less than ten crof€s and net wor(h Rs,13.67 Crore

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

Hence, due to appLical)hity of Regulation 15(2) of Securities and Exchange Board of India (Listing Obhigatious 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 sane shall be comphed 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 Respousibilrty shall not be apphicable to companies having net worth not exceeding Rs.500 crorc or more or tunovcr not exceeding Rs.1,000 crore or net profit not exceeding Rs.5 crone or more during any financial year, as on the last dry of the previous financial year. In respect of our Company as on the last audited balance sheet as at 31S' March 2025 neither the net worth exceeds Rs.500 crores or turnover exceeds Rs.1,000 crone or net profit exceeding Rs.5 crorc. Hence, the provisions of Companies Act, 2013 regarding Corporate Social Respousibhity would not be applicable.

c) Directors and Hey Managerial persomcl

(1) Composition of the Board of Dbectors

The Board received a declaration from all the directors under section 164 and other apphicable 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 qisting Obligations and Disclosure Requirements) Regulations, 2015.

The Company's pohicy is to have an appropriate blend of non{xccutive 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 Slat March 2025, the Board comprised of two (2) Non-Executive Independent Directors and four (4) Non-Ex]eoutive Non-IndependentDirectors,incLudingWomanDirectorisaNonexcoutivcNon-IndependentDirectors. The Board has no institutional director.

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

Changes Durfug the year

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

• a) Tenure completion of Mr. Sunil Satyanarayan Jhunjhunwala @IN 00312529), Non-Executive Independent Director and Mr. Girish Kumar Pungalia PIN 00032757), Non-Executive Independent Director form the Board of the Company after completing 2nd ten of five (5) years w.e.f. 29th 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. Shalendra Ompckash Misha @IN 07373830) as an Additional Non-Executive Independent Director and Mr. Vipul Amul Desal @IN 02074877) as an Additional Non-Executive Independent Director of the Company for the First ten of five (5) consecutive years with effect from 29th March 2025, subject to approvalofsharehoLdersintheforthcomingGenetalMeeting,isproposcdattheeusuingAGM for the approval of the Members by way of special resolution no. 6 and 7.
• ® No changes have taken place in the Key Managerial Personnel Q[MP) from the date of the previous Amual Report.
• (3) Rctirrmcnt by Rotation and Subscq`icnt Rcappoinment

In accordance with the provision of Section 152 and other apphicable provisiolis, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re{nactment(s) thcrcof for the time being in force) and the Articles of Association of the Company. Mr. Rajesh Ramu Deora @IN: 00312316) Non-Executive Non-Independent Director and Mr. Ramu Sitaram Deora @IN: 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 Mamgivg Director of the Company are not liable to retire by rotation.

The said re-appointment tens and conditions thereof sham be approved by the members at ensuing AGM as per the provision of the Act and Listing RegLilatious, Accordingiv, a resolution is being proposed in the notice of 53`d 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 qisting Obligations and Disclosure Requirements) Regulation, 2015 and Secretarial Standard 2 on General Meeting issued by Institute of Company Secretaries of India acsD, brief particulars of the directors proposed to be appointed/re-appointed are provided as an armcxure to the notice convening the AGM.

(4) Independent Dbectors with Matchally Slgnlflcant, Pecuntry, or Business Rclatiouship with the Company

There is no pecuniary or business relationship bctwccn the Non-Exeoutivedndependent Directors and the Company. A declantion to this effect is also subndtted by all the Directors at the begivning of each financial year.

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

The Company has received necessary declaration from each Independent Director under Section 149 0 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 affiming compliance to the criteria of Independence as provided under Regulation 16(1)a) 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 sane, 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 REgultious.

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

d) Director Respousunty statement

Based on the homework of internal financial control and compliance system estabhihed and maintained by the Company, work perfomied 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' Respousibhity Statement, to the best of their knowledge and abfty, 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 applical)leaccountingstandardsreadwlthrequirementssetoutunderSchedule111totheAct,have been followed and there are no material departues from the sane;
• (2) the Directors have selected such accounting policies and applied them cousistentry and rmde judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company as at March 31, 2025, and of the profitloss 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 for preventing and detecting haud and other inegularities;

• (4) the Directors have prepared the annual accounts on a `going concem' basis;
• (5) the Directors have laid down interml 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 au applicable laws and that such systems are adequate and operating effectively.

c) Commlttces of The Board

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

(1) Audit Conndttce

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 Committcc comprises of the following directors and Attendance of Directors at the Committee Mcctings held during the financial year ended 31" 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. ]hunjhunwala	Chairman	Non-Exccutivc -	5	5
(up to 29th March 2025)		Independent Director
Mr. Girish Kumar Pungalia	Member	Non-Executive -	5	5
(up to 29th March 2025)		Independent Director
Mr. Shailendra Omprakash Mishra	Chinan	Non-Executive -	0	0
(w.e.f. 29th March 2025)		Independent Director
Mr. Vlpul Amul Desai	Member	Non-Executive -	0	0
(w.e.f. 29th March 2025)		Independent Director
Mrs. Grace R. Deora	Member	Director	5	5

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

(2) Nomination and Rcmuneration Commlttec

The Nomination and Remuneration Committee OTRC) 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 Nomifration and Remuncration Committee comprises of the fouowing directors and Attendance of Directors at the Committee Meetings held during the financial year ended 31st 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 Meetino
			Held	Anendcd

Mr. Sunil S. jhunjhunwala	Chaiman	Non-Executive -	5	5
(up to 29th March 2025)		Independent Director
Mr. Girish Kumar Pungalia	Member	Non-Executive -	5	5
(up to 29th March 2025)		Independent Director
Mr. Shailendra Omprakash Mishra	Chairman	Non-Executive -	0	0
(w.e.f. 29th th 2025)		Independent Director
Mr. Vlpul AmuL Desai	Member	Non.Executive -	0	0
(w.e.f. 29th March 2025)		Independent Director
Mrs. Grace R. Deora	Member	Director	5	5

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

(3) Stakeholdcrs' Rclatlouship Committee

The Stakeholders Relation Committee (SRC) locks into various aspects of interest of shareholders. The Committee oversees the perfomance of the Rctlstrar and Share Transfer Agents Of the Company relating to investor service and recommends measures for improvement. The company is having a Stakeholders Relationship Committcc comprising of the following directors and Attendance of Directors at the Committee Meetings held during the financial year ended Slat March 2025. There is a change that has taken place with the members of the Committees from the date of the last Armual Report.

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

All the recommcndatious made by the Stakeholders Rchtiouship Committee were accepted by the Board of Directors of the Company.

0 Board mectinghcld duringtheycar

(1) Bond of Director

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

(2) Independent Dbector: Schedule IV of the Companies Act, 2013 and the Rules thereunder and Regulation 25(3) of SEBI a,ODR) histing Regulation 2015, the independent director held their separate meeting on 21" March 2025, without attendance of non.independent directors andi,i

members of Mamgement, to inter alia: All Independent directors were present in the meeting.

(3) Anendancc of Directors

Attendance of Directors at the Board Meetings held during the financial year ended 31" March 2025 and at last AGM:

Name of Director(inalphalreticalorder)	Category	Numberofmectings		Attendance at the last AGM
		Held	Attended	Held on 22nd August 2024
Mr. Girish Kunar	Non-Excoutive -	5	5	Yes
Pungalia	Independent
Mrs. Grace R. Deora	Non-Executive	5	5	Yes
Mr. Shyan SunderShrma	Non-Executive	5	5	Yes
Mr. Sunil S.	Non-Executive .	5	5	Yes
Thunjhunwala	Independent
Mr. Rajesh R. Deora	Non-Executive	5	5	Yes
Mr. Ranu S. Ileora	Non-Executive	5	5	Yes
Mr. Shailendra	Non-Executive .
Omprakash Mishra(w.e.f.29thMarch2025)	Independent
MJ-. Vlpul Amul	Non-Executive -
Desal (w.e.f. 29thMarch2025)	Independent

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

(1) Key Managehal Persomcl QRA')

Mr. Ramu S. Dcora, Director; Mr. Puranj. Parmar, Chief Financial Officer; and Mrs. Ureca Deolckar, Company Secretary & Compliance Officer, are Key Mamgerial 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 Rcgulatious 6(I) of Securities and Exchange Board of India a.isting Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the Key Managerial Personnel Q"I') during the financial year.

(2) Rrmunerafion of Directors, Hey Managehal Personnel, and Particulas of Employccs

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{nactments(s) thereof for the time being in Force). The information required under Section 197 of the Companies Act, 2013 rend with Companies (Appointment and Remuneration of Managerial Persomel) Rules, 2014 {odu;.,\ (including any statutory modification(s) or re{nacment(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 par[ioulars of the employees who are covered by the provisions contained in Rule 5(2) and nile 5(3) Of Companies (dypointment and Remuneration of Managerial Personnel) Rules, 2014 are:

(a) Employed thoughout the year	Nfl
a) 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 Persomel. It is affimed 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 pemanent 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 avahable for inspection by the members at the Rcgivtered office of the company during business hours on workingdrysofthecompanyuptothedateoftheeusuingAnnualGeneralMeeting.Ifanymember is interested in inspecting the Sane, such a member may write to the Chief Financial Officer in ndVance.

h) Cprpone pdides

The SEBI Qisting Obhigatious and Disclosue Requirements) Regulations, 2015, as amended, nrandates the fomulation Of certain policies for all listed companies. The corporate governance policies are available on the Company's website at httDs/rfurww.triochemDroducts.com under the head "Investor Relations" Search by Year "2024-25". The policies are reviewed periodically by the Board and updated as needed. Key pohicies that have been adopted are as follows:

(1) Nomination & Remuncration Polity

The Company has formulated and adopted the Nomination and Remuneration Pchcy in accordance with the provisions Of Companies Act, 2013 read with the Rules issued thereunder and the histing ReguhafrorLs. The said Policy Of the Company, rfuferafty provides that the Nomimtioln and Rcmuneration Committee shall fomulate the cuteria 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 mtterrs as provided under subrsection 0) Of section 178 Of the Companies Act, 2013 (including any statutory fnodification(s) or retnarment(s) thereof for the time being in force). The Pchcy is available on the website Of the Company at the following link:

httos/14]7ww.triochemoroducts.com^it)loadsAnvestor-relationsfodfathomminmamtion-andremuneration-oolicv-26.I)df

a) Directors 4ppointncnt and Rcnuneration Polrty

The Board, on the recommendation of the Nomination and Rcmuneration Committee, has framed aPoljcyforselectionandappointmentofDirectors&SeulorManagementandtheirremuneration.

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

httDs:/whrww.triochemoroduct§.comfui]loadsrfnvestor-relations/ndfr/aDDointmennevahationrofboardofdirectors-lmos-and-senior-management-I)ersonn.27.pdf

(3) Performance Ewluation of The Board, Its Commlttecs and Dlrectors

Pursuant to the provisions of the Companies Act, 2013 and SEBI qoDR) 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 qoDR) Regulations, 2015. Accordingly, the Board has carried out an evaluation of its perfomance after taking into consideration various perfomance-related aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and perfomance of specific duties, remuneration, obligations and goverrLance. 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 21St 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.

(rty Tens 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 chendcalstmanufacturing industry, strategy, auditing, tax and risk advisory services, financial services, corporate governance, etc. and that they hold standards Of integrty. 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 appoinment issued to the, are posted on the Company's whbsite under the section Investor Relations' tabAppointment Of NonExecutive Independent Director' at following the link: httus:/furww.triochemDroducts.com^iDloadsAnvestor.relations/odfefterms-and{onditionofancointmentof-indeDendent-directors-vero3.4049.Ddf

The lndepcndcnt Directors of the Company got included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Aflalrs in tens of Section 150 of the Act read with Rule 6 of the Companies (appoinment & Qunllfication of Directors) Rules, 2014.

(i) Familiarization Programme for The Independent Directors

The Independent Directors arc fauliarized through various programmes on a continuing basis including: (a) Nature Of the industry in which Company operates; a) 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, mtue Of the industry in which the Company operates, business model, etc. it is also display on vebsiee Of the Company at following the rink:

httDs:/inrww.triochemoroducts.com^ioloads^nveseoruelationsfodtsthmilarization-I)romm-forindeDendent-directors-ver02-23-1731.Ddf

® cede Of condun

The Board Of Directors has approved a Code Of Conduct which is apphical]le to the Members Of the Board and all employees in daytnday business operations Of the company. The Code lays dor`m the standard procedure Of business conduct which is expected to bc folloved by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the worlaplace, in business practices and in dealing with stakeholders. All the Board Members and the Senior Manngcment personnel have confined compliance with the Code. The Code has been displayed on website Of the Company at following the link httDs/^vww.triochemoroducts.com^ioloads^nvestor-relationsfodBidifectorsuscniormananement-oersonnel-24.odf

(7) Prevendon Of Insider Trading

Pursuant to SEBI (Prohibition Of Insider TradinD Regulations, 2015 as amended, the Company has adopted the Code of lnterml Procedures and Conduct for Regulating, Monitoring and Reporting Of Trading by Desigmted 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 lick: httDs/ltwww.triochenDroducts.com^ioloadstnvesroruelationsfodfafoodcofroractices-I]rocedures-forrfuirrdisctosueofuni]ublished-orice-sensitive-1710,irdf

® Related Party Transaction

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

htt|)s:/Mrww.triochemoroducts.com^IoloadsAnvestor-relationsfodtstrelatcd-Darmransactionsverf)3-254041.Ddf

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

Vgiv Mechanism / whlstlc Blower Polley

The Company has a Whistle BLower Policy and has estal)Lished the necessary vigiv mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI histing 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 a) direct access to the Chairperson of the Audit Committee Of the Board of the Company. The Company believes in the conducts of the afihirs of its constituents by adopting the highest standards of professionalism, honest, integrity and ethical behavior, in line with the TPLCodeofconduct(`Code').Allthestakeholdersareencouragedtoraisctheirconcemsormake disclosures on being aware of any potential or actual violation of the Code, policies, or the law. The Company maintains a wcbsite 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 vigiv 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 Chaiman of the Audit Committee, in appropriate or exceptional cases. Accordingiv, `Whistle Blower Policy' has been fomulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counsellor or the Chaiman of the Audit Committee of the Company. The purpose of this pdicy is to provide a franewock to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious inegLharities within the Company.

This polrty is avaiLal>le on the website of the Company at following link: httDs:/twww.triochcmDroducts.com^iDloadsAnvestor-relations/i]dfsfrial-mechanism.-whistleblower-

D AnnualRctun

The Annual Return Of the Company as on March 31, 2025, in Form MGT-7 in accordance with Section 920) Of the Act read with the Companies Q4anngement and Administration) RLiles, 2014, is available on the website Of the Company at the following link:

httDs:/twrww.triocheml)roducts.com^ioloadsITnvestoruelatious/odfo/draft-annual-returl+202425- 4042 Ddf

By virtue Of amendment to Section 92@) Of the Companies Act, 2013, the Company is not required to provide enract Of Annual Rctum (form MGT- 9) as palt Of the Board's Report, voluntary basis is attached as .Anncmire 8" fom 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) IJsth8

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

I) Depasltory services

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited O{SDI.) and also the Central Depository Services andia) Iinited (CDSL). As a result, the investors have an option to hold the shares of the Company in dematcrialized 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.

in) Internal Fimndal Control and Their AdeqLiaey

The Company has in place Internal Financial Control Systems, commensurate with the mnire of its business and the size, Scale, and complexity of its operations to cusure proper recording of financial and operatioml infomation & compliance of various interml controls, statutory compliances, and other regulatory comphiances. The interml control procedures have been planned and designed to safeguard and protect from loss, unauthorized use, or disposition of its assets. All the transactions are probal)ly authorized, recorded, and reported to the Management. The Company is fouowing all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The intcrml 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 nanre of its

As required by the Companies Act 2013, your Company has implemented an Interml Financial Control aFC) Framework. Section 134(5)(e) requires the Directors to make an assertion in the Directors Respousibflity 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 malres 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 relial)le financial infomation. The IFC implementation required all processes of your Company to be documented alongside the controls within the process. All processes were satisfactorily tcsted for both design and effectiveness during the year.

The TPL code of conduct and accompangivg training seeks to efrsure 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 conflias of interest and repor( all unethical and megal conduct. Additionally, employees are required to certify in an annual basis whether there have been any transactions which are fraudulent, iuegal 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 lnternal Control Franowork 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, (o ensure the existence and effectiveness of lnternal Financial Controls.

The Audit Committee reviews the adequacy and effectiveness of the Company's internal control cnvironmcnt and monitors the impLementation of audit recommcndatious, including those rchting to strcngthcning of the Company's risk management policies and systems. The ultimate objective being a Zero Surprise, Risk controlled Orgrnization.

n) Significant and Material order

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

5. AUDITANDAUDITors

a) StantotyAudltors

Pursuant to Section 139 of the Companies Act, 2013 and the Rules made there under, M/s. Kanu Doshi Associates LLP, ¢im Registration No. 104746W/ W100096), are appointed as the Statutory Auditors by the Members in the Annual General Mccting held on 26ch August 2022 to hold office until the conclusion of 55'h 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 eLigivility 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 seLfexplanatory in nature and do not require any explamtion. The Auditors' Repor( does not contain any qualification, reservation, adverse remark, disclaimer, or modified opinion remarks.

b) Internal Auditors

Mumb®i

Pursuan[ to the provisions of Section 138 of the Companies Act, 2013 and nJles mde there under (including any amendment(s), modification(s) or re{nactment(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 24d] May 2025 have Re.appointed M/s. Harem Sanghvi & Associates, Chancred Accountant as lnternal uditors of the Company for the Financial Year 2025.26, to conduct lnternal Audit of the Company. The

Interml Auditors report to the Audit Committee of the Board, which helps to maintain its objectivity and independence.ThescopeandauthorityofthelntemalAuditfunctionisdefinedbytheAuditCommittee. 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. Ragivi Chckshi & Co. Practicing Company Secretary Firm Registration No. 92897), as the Secretarial Auditors of the Company for a tcm of 5 years to conduct the annual secretarial audit, commencing from fimncial year 2025-26 to 2029-30 subject to approval of Shareholders by way of Ordimry resolution as proposed in the Notice of 53rd Annual General Meeting resolution no. 4.

The Secretarial Audit Repor( in Form No. MR -3 for the financial year ended March 31, 2025, is annexed herewith as "AnnexLire 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 subsection (1) of section 148 of the Act for any of the products of the company. Accordingiv, during the year, mainteriance of Cost Records and Cost Audit was not appljcal)le to the Company.

c) Reporting Frauds byAuditors

During the year under review, ncithcr 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 hauds committed against the Company by its officers or eniployees, the details of which would need to be mentioned in this Report.

6. HUMAN REsouncE MANAGEMENT

a) Human resources pohicy is aimed at having a universal and scientific method to hire the best talent in theindustrywithoptimumskillsandaptituderequiredforthejob.Thecompanyhasalwaysrecoghized talent and has judiciously followed the principle of rewarding perfomance, 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 clinate and improve performance levds. The management has always carried out systematic appraisal of perfomance and inpar[ed training at periodic intervals. The Company continued the welfare activities for the employees, which indude Medical Care, Group Insurance and Canteen Facilrty. To enrich the skills of employees and enrich their experience, the Company arranges, Practical Training Courses by Internal and Externd Faculty.

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

b) Particular ofempkys

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

c) Prevention of senial llarassmcnt at wulplace

The Company strongiv believes in providing a safe and harassment free workplace for each and every individual working for the Company throuch various interventious and practices. It is the continuous endeavourOftheManagementOftheCompanytocreateandprovideanenviromnenttoallitsemployees that is free from discrimination and harassment including sexual harassment, The Company has adopted a pohicy on prevention, prohibition and redressal Of sexual harassment at workplace in Line with the provisions Of the Sexual Harassment Of Women at workplace Orevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has arranged interactive awareness workshops in this regard for the en+ployees at the manufacturing sites & corporate office during the year under review.

During the year no complaints were received by the Internal Complaints Comndnee Of the Company. The Company has complied with provisiofis relating to the constitution Of lnternal CompLaintsts Committee under the Sexual Harassment Of Women at Wbtlaplace Orevention, Prohibition and RedressaD Act, 2013.

This policy is available on the wcbsite Of the Company at following Lick: httus/tw.triochemDroducts.comAiDloadsAnvestol.uelationsfodtsforevemionrofs+Lscxual-harasmentut. worhoalce-oolicv-78.ndf

dy Health, Safety and Enwlronmcnt

The Company is committed to ensure a sound Safety, Health and Environment QHE) performance related to its activities, products, and services. Your Company has been continuously talring various steps to develop and adopt Safer Process technoloSes 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, Instauation 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 Mamgcment System are done on a continuous basis.

e) hdustrial Redfrons:

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

7. CONSERVATION OF ENERY; TECIINOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

ConserrationofEnergr

The infomation on conversation of energy stipulated under Section 134(3)(in) Of the Act reed with Rule 8 of The Companies (Accounts) Rules, 2014, ln Fom A is annexed herewith "Anncnirc. D".

b) TechnolQgyAhorption

The information on technology absorption stipulated under Section 134(3)(in) of the Act rend with Rule 8 of The Companies (Accounts) Rules, 2014, in Form 8 is annexed herewith "Amc"re-D".

c) Foreign Emhange Earnings and outgr

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

8. BuslNESS REsroNslBmTy REroRT ORE)

The SEBI qoDR) 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 Respousibhity Reporting is not applicable to the Company.

9. RISKRARAGE~

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 fomally adopted steps for homing, 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 indudes rick identification, evaluation and ndtigation of the risk.

The main objective of this policy is to ensure sustainable business growl with §tal)ilrty and to promote a prcractive approach in reporting, evaluating, and resolving risks associated with the business. In order to achieve-with the key objectives, the policy estal)lishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In todry's challengivg and competitive environment, strategivs for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are Rcgulatious, competitive, Business risk, Technology obsolescence, Invcstfnents, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, pditical risk, fidelity risk, legrl 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 ex(ended 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 prapared a comprehensive framework of risk management for assessment of risks and to detemine 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 wcbsitc of the Company at following link

• a) Sccretahal Standrrds: 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 apphical]le Secretarial Standards issued by the Institute of Company Secretaries of India.
• b) Corponee lnsoheny Resolution Process initiated under the Insolvency and Banhiptry Godc, 2016 QBO: During the year, there has been no initiation of any Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016 aBC).
• c) Statement Of dcwhtion 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 apphcable to the Company.
• d) Dlsclosurc with respect to Dcmat Suspcnsc Account / Unclained Suspcnsc Aocount: The Company reports that no shares issued pursuant to Public Issue remains Unclaimed hcncc the Clause of Disclosure with respect to Demat Suspense Account / Unclalmed Suspense Account is not applicable.
• e) The details of diference between amount of the valunflon done at the time of a one-time settlement andthewluntiondonewhifetahingaloanfromBacksorFinanciallnstitutious,alongwiththcreasous thcrcof during the F.Y. 202425 and the date of Directors' deport: There was no instance of onetime settlement with any Bank or Financial Institution.
• 0 Significant and Matchal Order Passed by the Rcgulatorsourts/Ithunal§: 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 byAiiditors: 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 hauds 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 Emhange: The equity shares of the Company continue to be listed and traded in BSE Limited. The Annual Listing fees for the year fimncial year 2024-25 and 2025-26 has been paid to the stock exchanges. There was no suspension on shares of the Company during the year.
• i) Denaeerializatlon: Your Company has tied up with National Securities Depository Ltd. avsDL) and Central Depository Services ¢ndia) Ltd. (CDSL) to enable the shareholders to trade and hold share in an eLectroulc/dematerialized form. The shareholders are advised to take benefits of dematerialization.
• j) Awards: Your company has not received any Award during the financial 2024-25.
• I) Finandal Statements: As per RegLilation 33 of the Securities and Exchange Board of India ajsting Obljgatious and Disclosure Requirements) Regulations, 2015 aiereinafter referred to as "Listing Regulations") and apphicable provisions of the Companies Act, 2013 read with the Rules issued reunder, the Financial Statements of the Company for the financial year 2024-25 have been paredincomplianccwithapplicableAccouningStandard§andapprovedbytheBoardofDbectors,

• The Financial statements of the Company were not revised. ¹
• 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.
• The Company has not failed to implement any corporate action. r)
• Corporate Governance: In terms of Regulation 15(2) of Securities and Exchange Board of India (Listing $s$ ) 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^st 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 any financial year, as on the last day of the previous financial year. In case of our Company as on the Jast audited balance sheet as at 31* March 2025 neither the net worth exceeds Rs.500 crores or turnover

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

u) Business Respouslbtllty 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 fmrket capitalization, the same is not appljcal)le to our Company for the year ended March 31, 2025.

11. BANXAND 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 fimnce 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.

ACENOVIlroEMENTs:

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

-QvDLe-

1.`.,..;.: R. Deora Director PIN 00312080)

Ranu S. frora Director @IN 00312369)

CIN No.: L24249MH1972PLC015544 Place: Muml]ai; Dated: 24th May 2025 Registered oflke : 4th Floor, Sambava Chambers, Sir P. M. Road, Fort, Mumbai: 400 001 Email: investor@ triocheniDroducts. com : Websi.e : www. inochemDroducts. com Phone No.: 9122 22663150; Fax No.: 9122 22024657

Annc"]re (Al to Board's Rcoort

DlvlDEND DlsTRIBUTION roLlcy

1. About the conpany

Triochcm Products linited Oereinafter referred to as the Company' orTPL") is a Company an existing public limited company incorporated on 17ro1/1972 under the provisions of the Indian Companies Act, 1956 and deemed to exist within the purview of the Companies Act, 2013, having its registered office at 4th Floor, Sanbava Chamber, Sir P. M. Road, Fort, Mumbai -400 001. It has been engaged primarily in the business of manufacturer and exporter of pharlnaceuticals products, Apls and chemicals. The equity shares of the Company are listed on BSE Limited ("BSE").

2. Objectives of the policy

• 2.I. Scourities and Exchange Board of India thercinaftcr refened to as SEBI') has, by its Notification dated July 8, 2016, inserted Regulation 43A in the SEBI Qjsting Obligations and Disdusure Rcquircmcnts) Regulations, 2015, including any statutory modification(s) or re{nactment(s) thereof for the time being in force. thereinafter referred to asthe Listing Regulation')
• 2.2. Regulation 43A of the Listing Regulations requires the Company to formulate a Dividend Distribution Policy which shall be disclosed in the Annual Report and on the websitc of the Company.
• 2.3. In view of the above, the Company has hamed this Dividend Distribution Policy aicreimfter referred to as `the Policy') to determine the parameters on the basis of which the Company may or may not declare dividend.
• 2.4. The Pchcy seeks to balance the objectives of rewarding the shareholders throuch dividends and retaining capital to invest in the growth of the Company, while ensuring fairness, sustainabihty, and consistency in distributing profit to the shareholders.

3. Payment Frequency

The dividend shall, subject to the parameters hereinafter described, be payable annually and shall be declared at the Annual General Meeting of the Company, based on the recommenchtion of the Board of Directors of the Company thcreinaftcr referred to as `the Board'). The Board may declac interim dividend during any financial year out of the surplus in the profit and loss account and out of profits of the fimncial year in which the interim dividend is sought to be declared. The Board may recommend special dividend in years of exceptional

4. Declaration of Dividend

c intention of the Board of Directors, subject to apphicable laws, to pay dividend on the Company's g Equity Shares. The Company docs not have any class of shares other than Equity Shares.

5. Parameters for Distribution ofDMdend

• 5.1. Your Company has a track record of steady dividend declantion and payment over its history. The Board considers the yearly dividend based on the Net Profit After Tax (`PAT') available for distribution. In addition, the Board reviews the capital expenditure needs, cash requirements for investments in capabihity enhancements and future nonorganic growih initiatives.
• 5.2. As in the past, subject to the provisions of the applical]le law, the Company's dividend payout will be determined based on available financial resources, investment requirements and taking into account optimal shareholder rerun. Based on the above, the Company will endeavour to mintain the steady level of dividend per share over the medium term,

5.3. Clrcumstance§ under which the shareholders of the Company may or may not apect dividend:

The Shareholders may ordinarily expect dividend if the Company has made profits during the current year. Recommending dividend out of profits of previous financial years or out of retained camings shall be at the discretion of the Board, subject to the compliance with the Companies @cclaration and Payment of Dividend) Rules, 2014, as afnended from time to time. The Board may not recommend a dividend if:

• 5.3.1. Proposed expansion plans require higher alJacation of capital; or
• 5.3.2. Significantly higher working capital requirements adversely impact free cash flow; or
• 5.3.3. The Company undertakes any acquisitions or investments including in joint ventures, new product launches, etc., requiring significant capital outflow; or
• 5.3.4. In case of proposal for buyback of shares; or
• 5.3.5. In the event of inadequacy of profts.
• 5,3.6. If the Board proposes not to distribute profit, the grounds thereof and information on utiLisation of undistributed profit, if any, Shall be disclosed to the shareholders in the Annual Report of the Company.

5.4. Finandal Parameters for declaring dMdcnd:

The Board shall consider the following financial paramctcrs while declaring dividend :

• 5.4.1. the Company's Financial Results of operations and earnings.
• 5.4.2. working capital requirements for the opcratious and growhi of the Company and its subsidiaries.
• 5.4.3. quantum of profits and liquidity position;
• 5.4.4. future fund requirements, including for brand building, business acquisitions, business expansion, modernisation of existing business;
• 5.4.5. level of debt;
• 5.4.6. providing for uliforeseen events and contingencies;
• 5.4.7. any other financial factor as the Board may deem fit.
• 5.5. Intcmal and External Factors for dechring diwldcnd:

The Board may consider the following interml and external factors while declaring dividend:

• 1. 5.1.2. contractual restrictions and financing agreement covenants ;
• 5.5.1.3.IikelihoodofcrystallisationofcontingentLiabilities,if any.

5.5.2.ExtemalFactors:

• 5.5.2.1.general business conditions, risk and uncertainties;
• 5.5.2.2. industry outlook and business cycles for underlying businesses;
• 1. 5.2.3. prevailing economic, competitive and regulatory environment;
• 5.5.2.4.tax law and the Company's taxpayer status;
• 5.5.2.5.capitalmarket.

This is not intended to be an an-inclusive list, but rather a representative list of factors which may be considered while declaring dividend.

5.6. Manner in which the retalned earnings shall be utllised:

Retained earnings are the sum of the Company's profits after dividend payments, since the Company's inception. The retained camings of the Company will be utilised in one or more of the following maner:

• 5.6.1. for expansion and growhi of business;
• 5.6.2. for contributing towards the fixed as well as working capital needs of the Company;
• 5.6.3. major repairs and maintenance, including replacement of old assets which have become obsolete;
• 5.6.4. renovation/modemisation for improving working efficiency of plants and equipment's and for capacity enhancements ;
• 5.6.5. to make the Company self dependent of finance from exterml sources;
• 5.6.6. for redemption of loans and debentures (if any);
• 5.6.7. for upgradation of technical knowhow;
• 5.6.8. non organic grow(h initiatives, including acquisition of brandsfousinesses;
• 5.6.9. for issuing fully paid-up bonus shares to the Shareholders.

5.7. Dividend Range:

As in the past, subject to the provisions of apphicable laws, the Company's dividend payout will be determined based on availability of financial resources, investment requirements and also take into account optimal shareholder return. The Company would endeavour to target a total dividend payout ratio in the range of 30% to 50% of the Annual Standalone PAT of the Company.

6. Rchowof pchcy

This Policy has been adopted by the Board of Directors of the Company and the Board may review and amend the Policy from time to time, pursuant to any change in law or otherwise.

7. Disdesus

TPL shall disclose the Dividend Distribution Pchcy in the Board's Report forming part Of the Annual ReporL This Policy shall also be disclosed on the website Of the Company at www.triocheml]roducts.com. Any changes in the Policy, along whh the rationale for the same, shall also be disclosed in the Armual Report and on the website of the Company.

8. Amendments to the policy

The Company is committed to continuously reviewing and updating our policies and procedures. Therefore, this pol.icy is subject to modification. Any amendment(s) Of any provision Of this pchcy shall be canted out by the persons authorised by the Board in this regard.

Triochem Products Limited
Annual Report 2024 - 2025			Annexure (B) to Board's Report
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON MARCH 31, 2025
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
REGISTRATION AND OTHER DEAILS I
i CIN	L24249MH1972PLC015544
ii Registration Date	17 01 1972
iii Name of the Company	Triochem Products Limited
iv Category of the Company
1 Public Company	Yes
Sub Category of the Company
9 Company having share capital	Yes
v Address of the Registered Office and Contact Details
1 Company Name		Triochem Products Limited
2 Address			4th Floor, Sambava Chambers, Sir. P. M. Road, Fort
3 Town / City		Mumbai
4 State		Maharashtra
5 Pin Code		400001
6 Country Name		India IND
7 Country Code
8 Telephone with STD Area Code Number 9 Fax Number		$(022)$ 22663150 (022) 22024657
10 Email Address		www.investor(a triochemproducts.com
11 Website, if any		www.triochemproducts.com
12 Name of the Police Station having jurisdiction where the Registered Office is situated			M. R. A. Marge, Police Station
vi Whether shares listed on recognized Stock Exchanges(s)		Yes
Details of the Stock Exchanges where shares are listed:
Stock Exchanges(s) Sl. No.		Stock Code(s)
BSE Limited (Bombay Stock Exchange Limited) 1		512101
vii Name and Address of Registrar & Transfer Agent (RTA)
1 RTA	M/s. MUFG Intime India Private Limited.
2 Address	C - 101, 247 Park, L. B. S. Marg, Vikhroli (West), Mumbai : 400083
3 Town / City	Mumbai
4 State	Maharashtra
5 Pin Code	400083
6 Country Name	India
7 Country Code	IND
8 Telephone with STD Area Code Number	(022) 49186270
9 Fax Number	(022) 49186060
10 Email Address	rnt.helpdesk@ in.mpms.mufg.com
11 Website, if any	www.in.mpms.mufg.com
П PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business contributing 10% or more of the total turnover of the Company shall be stated:-

SI.	Name and Description of main Products / Services	NIC Code of the	% to total turnover of
No.		Product / Services	the company
	Manufacturing of chemical substances used in the manufacturing of pharmaceuticals	24231	100%

سيدد

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES $\mathbf{m}$

Nil - Not applicable

IV SHAREHOLDING PATTERN (Equity Share Capital Breakup as Percentage of Total Equity)

A Category-wise Shareholding

Category of Shareholders		No. of Shares hold at the beginning of the year (As on 01.04.2024)				No. of Shares hold at the end of the year (As on 31.03.2025)
	Demat	Physical	Total	% of total shares	Demat	Physical	Total	% of total shares	during the year
Promoters Shareholding A 1 Indian
a Individual / Hindu Undivided Family	1,68,190	0	1,68,190	68.649	1,68,190	0	1,68,190	68.649	0.00
b Central Government	$\bf{0}$	$\bf{0}$	0	0.00	0	0	0	0.00	0.00
c State Government	$\bf{0}$	0	$\bf{0}$	0.00	0	0	0	0.00	0.00
d Bodies Corporate	$\bf{0}$	0	$\bf{0}$	0.00	0	$\bf{0}$	0	0.00	0.00
e Bank / FI	0	0	$\boldsymbol{0}$	0.00	0	0	0	0.00	0.00
f Any Other (Specify)	0	0	0	0.00	0	0	0	0.00	0.00
Sub Total (A)(1)	1,68,190	0	1,68,190	68.649	1,68,190	$\bf{0}$	1.68,190	68.649	0.00
2 Foreign
a NRI Individuals	$\pmb{0}$	0	$\bf{0}$	0.00	0	0	0	0.00	0.00
b Other Individuals	0	0	$\bf{0}$	0.00	0	0	$\bf{0}$	0.00	0.00
c Bodies Corporate	0	0	$\boldsymbol{0}$	0.00	0	0	0	0.00	0.00
d Bank / FI	$\theta$	0	$\bf{0}$	0.00	0	$\bf{0}$	0	0.00	0.00
e Any Other (Specify)	$\bf{0}$	0	0	0.00	0	0	0 $\Omega$	0.00	0.00
Sub Total (A)(2)	$\bf{0}$	0	$\bf{0}$	0.00	$\bf{0}$	$\bf{0}$		0.00	0.00
Total Shareholding of Promoters and Promoter Group (A) = (A)(1) + (A)(2)	1,68,190	$\pmb{0}$	1,68,190	68.649	1,68,190	$\bf{0}$	1,68,190	68.649	0.00
Public Shareholding В
1 Institutions
a Mutual Funds / UTI	0	0	0	0.00	0	0	0	0.00	0.00
b Bank / FI	0	0	$\bf{0}$	0.00	0	$\bf{0}$	0	0.00	0.00
c Central Government	0	0 0	$\bf{0}$ 0	0.00 0.00	0 0	$\bf{0}$ $\bf{0}$	0 $\bf{0}$	0.00 0.00	0.00 0.00
d State Government e Venture Capital Funds	$\bf{0}$ 0	0	0	0.00	0	0	0	0.00	$0.00\,$
f Insurance Companies	0	0	0	0.00	0	0	0	0.00	0.00
g FIIs	0	0	$\bf{0}$	0.00	0	$\bf{0}$	$\bf{0}$	0.00	0.00
h Foreign Venture Capital Investors	0	0	$\bf{0}$	0.00	0	$\bf{0}$	0	0.00	0.00
i Provident Funds/Pension Funds	0	0	0	0.00	0	$\bf{0}$	0	0.00	0.00
j Any Other (specify)	0	0	0	0.00	0	0	0	0.00	0.00
Sub Total (B)(1)	$\bf{0}$	0	$\mathbf{0}$	0.00	0	$\theta$	$\bf{0}$	0.00	0.00

$22$

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

Category of Shareholders			No. of Shares hold at the beginning of the year (As on 01.04.2024)		No. of Shares hold at the end of the year (As on 31.03.2025)				% of Change
	Demat	Physical	Total	% of total shares	Demat	Physical	Total	% of total shares	during the year
2 Non-Institutions
a Bodies Corporate
i Indian	36,000	250	36,250	14.7960	36,000	250	36,250	14.796	0.00
ii Overseas	0	0	0	0.0000	0	$\bf{0}$	0	0.00	0.00
b Individual
i Individual Shareholders holding nominal share capital up to 1 lakh	13,690	14.850	28,540	11.6570	13,690	14,850	28,540	11.649	$-0.01$
ii Individual Shareholders holding nominal share capital in excess of 1 lakh	12,000	0	12,000	4.8980	12,000	0	12,000	4.898	0.00
c Any Other (specify)
i Non-resident India	20	0	20	0.0000	20	0	20	0.0080	0.01
ii Overseas Corporate Bodies	0	0	0	0.0000	0	0	0	0.0000	0.00
iii Foreign Nationals	0	0	0	0.0000	0	0	0	0.0000	0.00
iv NBFCs Registered with RBI	0	0	0	0.0000	0	0	0	0.0000	0.00
v Trust	0	$\bf{0}$	0	0.0000	0	0	0	0.0000	0.00
vi Foreign Bodies	0	0	0	0.0000	0	$\bf{0}$	0	0.0000	0.00
Sub Total (B)(2)	61,710	15,100	76,810	31.351	61,710	15,100	76,810	31.351	0.00
Total Public Shareholding $(B) = (B)(1) + (B)(2)$	61,710	15,100	76,810	31.351	61,710	15,100	76,810	31.351	0.00
Share held by Custodians С for GDRs & ADRs	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
GRAND TOTAL (A+B+C)	2,29,900	15,100	2,45,000	100.000	2,29,900	15,100	2.45,000	100.000	0.00
B Shareholding of Promoters
Shareholder's Name SI.			Shareholding at the beginning of the year				Shareholding at the end of the year (As on		$%$ of
No.			(As on 01.04.2024)				31.03.2025)		Change in
	No. of	% of	% of Shares Pledged /		No. of	% of	% of Shares Pledged /		shareholdi
	Shares	total shares	encumbered to total shares*		Shares	total shares	encumbered to total shares*		ng during the year
1 Mr. Rajesh R. Deora	36,000	14 694		0	36,000	14.694		0	0.00
2 Mrs. Grace R. Deora	36,000	14.694		$\pmb{0}$	36,000	14.694		$\pmb{0}$	0.00
3 Mr Ramu S. Deora	34,500	14 082		0	34,500	14.082		0	0.00
4 Mr. Rajiv R. Deora	34,270	13.988		0	34,270	13.988		$\pmb{0}$	0.00
5 Ramu M Deora HUF	27,420	11.191		0	27,420	11.191		$\bf{0}$	0.00
Total	1,68,190	68.649		0	1,68,190	68.649		$\bf{0}$	0.00

Notes:

1 The term "encumbrance" has the same meaning as assigned to it in Regulation 28(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

C Change in Promoters' Shareholding

Shareholder's Name SI. No.		Shareholding at the beginning of the year		Cumulative Shareholding during the year (01.04.2024 to 31.03.2025)	Reason
	No. of Shares	% of total Shares of the company	No. of Shares	% of total Shares of the company
1 Mr. Rajesh R. Deora At the beginning of the year At the end of the year	36,000 36,000	14.694 14.694	36,000 36,000	14.694 14.694	Movement during the year Nil
2 Mrs. Grace R. Deora At the beginning of the year At the end of the year	36,000 36,000	14.694 14.694	36,000 36,000	14.694 14.694	Movement during the year Nil
3 Mr. Rajiv R. Deora At the beginning of the year At the end of the year	34,270 34,270	13.988 13.988	34,270 34,270	13.988 13.988	Movement during the year Nil
4 Mr. Ramu S. Deora At the beginning of the year At the end of the year	34,500 34,500	14.082 14.082	34,500 34,500	14.082 14.082	Movement during the year - Nil
5 Ramu M Deora HUF At the beginning of the year At the end of the year	27,420 27,420	11.192 11.192	27,420 27,420	11.192 11.192	Movement during the year - Nil

Notes:

1 Date of increase / decrease has been considered as the date on which beneficiary position was provided by the Depositories to the Company.

D Shareholding pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

SI. Shareholder's Name		Shareholding		Cumulative Shareholding during the year
No.	No. of Shares	% of total Shares of the company	No. of Shares	% of total Shares of the company
1 G Amprhay Pharmaceuticals Pvt Ltd	12,000	4.898	12,000	4.898
2 Triochem Laboratories Pvt Ltd	12,000	4.898	12,000	4.898
3 Ambernath Plasto Packaging Pvt Ltd	12,000	4.898	12,000	4.898
4 Ramesh Rajaram Patil	12,000	4.898	12,000	4.898
5 Rajkumar Shriniwas Bajoria	7,200	2.939	7.200	2.939
6 Vimla S. Sharma	2,500	1.020	2.500	1.020
7 Savitri Nareshchandra Jain	2,500	1.020	2,500	1.020
8 Snehprabha Agarwal	2,500	1.020	2.500	1.020
9 N L Rungta HUF	2,000	0.816	2,000	0.816
10 Verma Shyam Sunder	1,800	0.735	1,800	0.735

Notes:

1 The shares of the Company are not traded in daily basis and hence date wise increase / decrease in shareholding is not indicted. Shareholding is consolidated based on PAN of the Shareholder.

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

E Shareholding of Directors and Key Managerial Personnel:

Sl. Shareholder's Name No.		Shareholding at the beginning of the year		Cumulative Shareholding during the year (01.04.2024 to 31.03.2025)	Reason
	No. of Shares	% of total Shares of the company	No. of Shares	% of total Shares of the company
Directors
1 Mr. Ramu S. Deora * At the beginning of the year At the end of the year	34,500 34,500	14.082 14.082	34,500 34,500	14.082 14.082	Movement during the year Nil
2 Mrs. Grace R. Deora At the beginning of the year At the end of the year	36,000 36,000	14.694 14.694	36,000 36,000	14.694 14.694	Movement during the year - Nil
3 Mr. Rajesh R. Deora At the beginning of the year At the end of the year	36,000 36,000	14.694 14.694	36,000 36,000	14.694 14.694	Movement during the year - Nil
4 Mr. Shyam S. Sharma At the beginning of the year At the end of the year					Movement during the year Nil
5 Mr. Shailendra O. Mishra At the beginning of the year At the end of the year					Movement during the year - Nil
6 Mr. Vipul Amul Desai At the beginning of the year At the end of the year					Movement during the year - Nil
Key Managerial Personnel
1 Mr. Ramu S. Deora * At the beginning of the year At the end of the year	34,500 34,500	14 082 14.082	34,500 34,500	14.082 14.082	Movement during the year - Nil
2 Mr. Puran J. Parmar At the beginning of the year At the end of the year					Movement during the year Nil
3 Ms. Ureca Deolekar At the beginning of the year At the end of the year					Movement during the year - Nil

Notes:

1 * Mr. Ramu S. Deora, Director has been included in the list of Directors as well as KMP.

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

$\hat{\mathbf{v}}$ INDEBTEDNESS

		Secured Loans	Unsecured Loans	Deposits		Total Indebtness
		(Excluding deposits)
	Indebtedness at the beginning of the financial year (As on 01.04.2024)
	Principal Amount						2
ü	Interest due but not paid
üi	Interest accrued but not due
	Total $(i+ii+iii)$	$\mathbf{2}$					$\overline{2}$
	Change in Indebtedness during the financial year
	Addition
ü	Reduction (repayment)	2 $\cdot$ 2					$\boldsymbol{z}$ $\overline{.2}$
	Ner Change
	Indebtedness at the end of the financial year (As on 31.03.2025)
ü	Principal Amount Interest due but not paid
iii	Interest accrued but not due
	Total (i+ii+iii)
	REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL						Amount in Rs.
Sl.	Particulars of Remuneration	(A) Managing Directors, Whole-	(B) Other Directors			(C) Key Managerial Personnel
No.		time Directors and / or Manager			CEO	$\mathbf{C}\mathbf{S}$	CFO
1	Gross Salary (excluding Commission)
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961					3,00,000
	(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961
	(c) Profit in lieu of salary u/s 17(2) of the Income-tax Act, 1961
2	Stock Options
3	Sweat Equity
4	Commission
	- as % of profit - others, specify
5	Others - Employer contribution to provident and other funds
	Total (A)					3,00,000
	Ceiling as per the Companies Act, 2013

No penalties / punishment / compounding of offences were under Companies Act, 2013.

On behalf of the Board of Directors

Jl.

Grace R. Deora Director DIN: 00312080

Ramu S. Deora Director

DIN: 00312369

Ragini Chokshi & Co.

Company Secretaries

34, Kamer Building, 5th Floor, 38 Cawasji Patel Street, Fort, Mumbai - 400 001. E-mail : ragini.c@rediffmail.com / mail@csraginichokshi.com web: csraginichokshi.com

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2025

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014]

To. The Members. TRIOCHEM PRODUCTS LIMITED 4th Floor, Sambava Chambers, Sir P.M. Road Fort Mumbai-400 001.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Triochem Products Limited (CIN:L24249MH1972PLC015544) (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the Financial Year 1^st April, 2024 to 31^st March, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliancemechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Triochem Products Limited ("the Company") for the audit period covering the Financial Year 1^st April, 2024 to 31^* March, 2025 according to the provisions of:

• $(n)$ The Companies Act, 2013 ("the Act") and the rules made thereunder;
• $(ii)$ The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
• (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
• (iv) Foreign Exchange Management Act, 1999 and the Rules and Regulation made there under to the extent of Exchange Commercial Borrowings;
• The following Regulations and Guidelines prescribed under the Securities and Exchange $(v)$ Board of India Act, 1992 ('SEBI Act'):
• a. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015
• b. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
• c. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
• d. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not applicable to the Company during the audit period);
• e. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable to the Company during the audit period):
• f. The Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021; (Not Applicable as the Company has not issued any debt securities during the Audit Period)
• g. The securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the companies act and dealing with client. (Not applicable as the Company is not registered as Regisrar to an issue and Share Transfer Agent during the financial year under review);
• h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not applicable as the Company has not delisted its equity shares from any stock exchange during the period under review)

• i. Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 (Not applicable as the Company has not bought back any of its securities during the period under review)
• j. The Securities and Exchange Board of India (Depositories & Participants) Regulations, 2018 (To the extent applicable);
• k. The Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009;

We have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.

We are of the opinion that the management has complied with the following laws specifically applicable to the Company:

• 1. Factories Act, 1948
• 1. Drugs and Cosmetics Act 1940
• 1. The Pharmacy Act 1948
• 1. Water (Prevention and Control of Pollution) Act, 1981
• 1. Air (Prevention and Control of Pollution) Act, 1974
• 1. Minimum Wages Act, 1948

We have also examined compliance with the applicable clauses of the following:

• (a) Secretarial Standards issued by The Institute of Company Secretaries of India.
• (b) The Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations 2015 and the Listing Agreements entered into by the Company with Stock Exchanges.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There were no changes in the composition of the Board of Directors that took place during the period under review were carried out in the compliance with the provision of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, and the same were sent at least seven days in advance, agenda and detailed notes on agenda were sent at least Seven days before the date of Meeting, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

We further report that the Compliance by the Company of applicable Financial laws like Direct & Indirect tax laws, Service tax has not been reviewed in this audit since the same has been subject to review by the statutory financial audit and other designated professionals.

A.s per the miniites of the Board d`il}/ recorded and signed by Ch.airman, the decisions of the Board were .manimotis and no dissenting \rfeVArs hal/e been recorded.

We fulther report that there al.e adequate systems and processes in the company commensurate with size and operations of the Company to monitor and ensure compliance vith applicable b^rs, rules, regulation and guidelinesL

We further report that during the audit peliod, there were specific events/actions having a major bearing on the Company's affair in pursuance of of the above referred ]a`us, rules, regulations. guideline eec. which are as fonwosi

• 1. Cessation of Mr. Sunil Satyanarayan JhuniThunwala as Non-Executive Independent Director w.9.f. March 29, 2025.
• 1. Cesffitlon of Mr. Girich Kirmar Pu]igalfa as Nan-Erfutive Independent Director w.ELF. March 29, 202S.
• 1. Appointment Of M.r. Vipul Amu! Desai as Additional Non-Executi.c !ndependent Director w.e.f. March 29, 202S.
• 1. Appointment of Mr. Shailendra Omprakash Mishra as Additional Nan-Executi`re Independent Director w.eJ. March 29, 2025.

For Flaglni Chokshi & Co. {Compai`ysecretarles) Flm Reglstration No. 92897

-t^,.J,J.

Makarand Pat`^rardhan (Partner) C.P. N®. 9031 Membershlp No. A1.187Z UDIN: ^011872G000430719 pR NO.: 4i66n023

Place: Mumbai Date: 24/05/2025

This report ls to bc read with our !cttor of cvon date which is anncxed as Anncxul.e `A' and forms an integral part of tbls report.

G6

ANNEXURE A

To, The Members. TRIOCHEM PRODUCTS LIMITED 4^th Floor, Sambaya Chambers, Sir P.M. Road, Fort. Mumbai-400 001.

Our report of even date is to be read along with this letter.

• 1. Maintenance of Secretarial record is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these Secretarial records based on our audit.
• 1. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
• 1. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
• 1. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
• 1. The compliance of the provision of Corporate and other applicable laws, rules, regulations, standards is the responsibility of Management. Our examination was limited to the verification of procedures on test basis.
• 1. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

For Ragini Chokshi & Co. (Company Secretaries) Firm Registration No. 92897

'ani Secretaries C.P. No. 903

Makarand Patwardhan (Partner) C.P. No. 9031 Membership No. A11872 UDIN: A011872G000430719 PR No.: 4166/2023

Place: Mumbai Date: 24/05/2025

Triochem Products Limited

Annual Report 2024 - 2025

Annexure (D) to Board's Report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGE EXRNINGS AND OUTGO

[Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014]

Disclosure of additional particulars as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 forming part of the Directors' Report for the year ended 31st March 2025.

CONSERVATION OF ENERGY $\pmb{\Lambda}$

During the year under report, there was no production activities carried out in the Company and therefore, details are not required to be given (temporarily no manufacturing activity carried out during the current year)

b Utilising alternate sources of energy

• 1 Solar energy: Nil
• 2 Wind energy: Nil

c The capital investment on energy conservation equipment

Additional investments and proposals being implemented for Energy: Rs.Nil

d Impact of above measures on consumption of energy

During the year under report, there was no production activities carried out in the Company and therefore, details are not required to be given.

e Power & fuel consumption

* Temporarily no manufacturing activity carried out during the current year.

TECHNOLOGY ABSORPTION $\bf{B}$

• a The efforts made by the Company towards technology absorption
• b The benefits derived like product improvement, cost reduction, product development or import substitution
• c In case of imported technology (import during the last three years reckoned from the beginning of the financial year)

d The expenditure incurred on Research and Development

Not Applciable, since during the year under report, there was no production activities carried out in the Company and therefore, details are not required to be given (temporarily no manufacturing activity carried out during the current year)

$\overline{C}$ FOREIGN EXCHANGE EARNINGS AND OUTGO

SI. Particulars	2024 - 2025	2023 - 2024
No.	Amount in Rs.	Amount in Rs.
1 Earning : Export	٠
2 Outgo : Import		۰
3 Outgo: Bank Charges	۰

On behalf of Board of Directors

Grace R. Deo

Director DIN: 00312080 Ramu S. Deora Director DIN: 00312369

Mumbai, 24th May, 2025

Kanu Doshi Associates LLP

Chartered Accountants

Mumbai Office : 203, The Summit, Hanuman Road, Western Express Highway, VIle Parle (E), Mumbai -400 057 •T : 022-2615 0100

Pune Office : 109, Sohrab Hall, 21 Sasscon Road, Opp. Jehangir Hospital, Pune -411001.T : 0204906 7177

• E : info@kdg.co.in .W : www.kdg.co.In

INDEPENDENT AUDITORS' REPORT

To the Members of TRIOCHEIVI PRODUCTS LIMITED

Report on the Audit of the Financial Statements

Opinion

We have audited the Financial Statements of TRIOCHEM PRODUCTS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2025, and the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash flows for the year then ended, and notes to the Financial Statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial Statements give the information required by the Companies Act, 2013 ("the Act") in the manner so reciulred and give a true and fair view, in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and Its net loss including other comprehensive loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements Section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with ethical requirements that are relevant to our audit of the Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Flnancial Statements of the current period. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no key audit matters to communicate in our report.

Other Information

The Company's Management and the Board Of Directors are responsible for the other information. The other information comprises the information included in the Company's annual report, but does not include the Financial Statements and our auditors' report thereon.

Our opinion on the Financial Statements does not cover the other information express any form of assurance conclusion thereon. and we do

ln connection with our audit of the Financial Statements, our responsibility is to rea information and, in doing so, consider whether the other information is materially in i with the Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those charged with Governance for the Financial Statements

The Company's management and the Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Financial Statements that give a true and fair view of the financial position, the financial performance, the changes in equity and the cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (lnd AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error`

ln preparing the Financial Statements, the Management and the Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are ap5ropriate in the circumstances. Under section 143(3)(i) of on whether company has adequate internal financial controls system in place and the op Companies Act, 2013, we are also responsible for expressing our opinion effectiveness of such controls. the

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosiires in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant aildit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communlcated with those charged with governance, we determine those matters that were of most significance in the audit of the Financial Statements of the current perlod and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

• 1 As required by the companies (Auditors' Report) Order, 2020 (the order) issued by the Central Government of India in terms of Section 143 (11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
• As required by Section 143(3) of the Act, we report that:
• a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid Financial Statements.
• b) ln our opinion, proper books of account as required by law relating to preparation of the aforesaid Financial Statements have been kept by the Company so far as it appears from our examination of those books.

• c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive ity and the Cash Flow Statement dealt income), the Statement of Changes in Equ with by this Report are in agreement with the books of account maintained purpose of preparation of the Financial Statements.

• d) ln our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Account) Rules] 2014.

• e) On the basis of the written representations received from the directors as on March 31, 2025 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164(2) of the Act.
• f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure a".
• g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended, the company has not paid any remuneration to the directors and thus provisions of Section 197 are not applicable to the company.
• h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
• i. The Company has disclosed the impact of pending litigations on its financial position in its Financial Statements (Refer Note. 21(a) to the lnd As Financial Statements).
• ji. The Company did not have any material foreseeable losses on long-term contracts including derivatives contracts
• iii. There were no amounts which were required to be transferred to the lnvestor Education and Protection Fund by the company during the year ended March 31, 2025.
• iv. a. The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:
  • directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company or
  • provide any guarantee, securityorthe liketo oron behalfofthe ultimate Beneficiaries.

b. The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall:

• directly or indirectly, lend or invest in other persons or entities in any manner whatsoever ("Ultimate Beneficiaries") by or on b the Funding Party or

• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and

c Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (d) (i) and (d) (ii) contain any material mis-statement.

• v. The company has not paid any dividend during the year.
• vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, we did not come across any instance of the audit trail feature being tampered with.

For Kanu Doshi Assoc.iates LLP Chartered Accountants FRN. No.104746WAV100096

J©

Kunal Vakharia Partner Membership no.148916 UDIN.. 25148916BMKNL14136

Place: Mumbai Date: May 24 2025

ANNEXURE A T0 THE AUDITOR'S REPORT

Referred to in paragraph 1 of `Report on other Legal and Regulatory Requirements' in our Report of even date on the accounts of TRIOCHEM PRODUCTS LmllTED for the year ended March 31, 2025

• I (a) (A) The company is maintaining proper records showing full particulars including quantitative details and situation of Property, plant and equipment.
• (a) The Company does not have any Intangible assets.
• (b) The fixed assets of the company are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year and discrepancies noticed between the book records and the physical inventories were not material and have been properly dealt with in the accounts.
• (c) According to information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties disclosed in the financial statements are held in the name of the Company.
• (d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, plant and equipment during the year.
• (e) According to information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder
• 11 The company does not have any inventory. Therefore, this clause is not applicable.
• Ill According to information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any investments, provided guarantee or security or granted any advances in the nature of loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Hence sub clauses (a) to (f) of clause 3(iii) are not applicable to the Company.
• 'V. According to information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not given any loans, or provided any guarantee or security as specified under Section 185 of the Companies Act, 2013 and the Company has not given any loans or provided any guarantee or security as specified under Section 186 of the Companies Act, 2013. Further, the company has complied with provisions of Section 186 of the Companies Act, 2013 in respect of investments made during the year.
• V. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under to the extent notified and therefore clause 3(v) is not applicable.
• The Central Government has not prescribed maintenance of cost records for the company under sub Section (1) of Section 148 of the Companies Act, 2013 for any Of the p of the Company. Therefore, clause 3(vi) of the Order is not applicable.

Kanu Doshi Associates LLP Continuation Sheet

• vii. (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Customs Duty, Cess, Goods & Service Tax and any other material statutory dues applicable to it and there were no arrears as at March 31, 2025 for a period of more than six months from the date they became payable.
• (b) According to the records of the Company, there are no dues of GST, Income Tax, Sales Tax and Excise Duty which have not been deposited on account of any dispute except disclosed below

The disputed amount that have not been deposited in respect of Income Tax is as under:

Sr. No.	Name of the Statute	Nature of the dues	Forum where the dues s pending	Rs. In Lakhs
1.	Income tax Act,1961	Income tax I I	Income Tax Appellate Tribunal (A.Y.1993-1994)	3.21
			Total	3.21

• viii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in tax assessments under the Income tax Act, 1961 as income during the year.
• 'X. (a) According to the records of the Company examined by us and information and explanation given to us, the company has not taken any loan or borrowing from banks, government, financial institution and has not issued debentures during the year.
• (b) Accordlng to the information and explanation given to us and on the basis of our examination of the records of the Company, the Company has not been declared a wilful defaulter by any bank or financial institution or government or government authority.
• (c) According to the information and explanations given to us by the management, the Company has not obtained any term loans. Accordingly, clause 3 (ix) (c ) of the Order is not applicable.
• (d) According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been utilised for long term purposes. Accordingly, clause 3(ix)(d) of the Order is not applicable.
• (e) According to the information and explanation given to us and on an overall examination of the financial statements of the Company, we report that the Company does not have any subsidiary. Accordingly, clause 3(ix)(e) of the Order is not applicable.
• (f) According to the information and explanation given to us and on an overall examination of the financial statements of the Company, we report that the Company does not have any subsidiary. Accordingly, clause 3(ix)(f) of the Order is not applicable.
• X. (a) The Company has not raised any money by way of public issue/ further (including debt instruments) and through term loans during the year. clause 3 (x)(a) of the order is not applicable to the Company. Accordin #

Kanu Doshi Associates LLP Continuation Sheet

• (b) According to the information and explanation given to us and on the basis of our examinations of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, clause 3(x)(b) of the Order is not applicable.
• xi. (a) Based upon the audit procedures performed and information and explanation given by the management, considering the principles of materiality outlined in Standards on Auditing, we report that no fraud by the Company or on the Company has been noticed or reported during the year.
• (b) According to the information and explanations given to us, no report under Section 143 (12) of the Companies Act, 2013 has been filed by the auditors in Form ADT4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.
• (c) There were no whistle blower complaints received by the Company during the year. Accordingly, clause 3(xi)(c)of the Order is not applicable.
• xii. In our opinion and according to the information and explanations given to us, the nature of the activities of the company does not attract any special statue applicable to Nidhi Company. Accordingly, clause 3(xii) of the order is not applicable to the company.
• xiii. According to the information and explanation given to us, and based on our examination of the records of the Company, transactions with the related parties are in compliance with See 177 and 188 of Companies Act, 2013 where applicable and details of such transactions have been disclosed in the Financial Statements as required by the applicable accounting standards.
• xiv. (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business.
• (b) We have considered the internal audit reports of the Company issued till date for the period under audit.
• xv. In our opinion and according to the information and explanations given to us and based on our examination of the records of the Company, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, clause 3 (xv) of the Order is not applicable to the Company.
• xvi. (a) The company is not required to be registered undersec45-lAofthe Reserve Bank of India Act, 1934. Accordingly, clause 3 (xvi)(a) of the Order is not applicable tb the Company.
• (b) The company is not required to be registered under See 45-lA of the Reserve Bank of India Act, 1934. Accordingly, clause 3 (xvi)(b) of the Order is not applicable to the Company.
• (c) The Company is not a Core Investment Company (CIC) as defined in the regulations is made by the Reserve Bank of India. Accordingly, clause 3 (xvi)(c) of the Order is not applicable to the Company.
• (d) According to the information and explanations provided to us during the course Of audit, the Group does not have any CIC. Accordingly, clause 3 (xvi)(d) of the Order is not applicable to the Company.
• xvii. The Company has incurred cash lasses in the current year as well as immedi preceding financial year amounting to Rs.16.94 lakhs and Rs.124.03 lakhs respec

Kanu Doshi Associates LLP Continuation sheet

• xviii. There has been no resignation of the statutory auditors during the year. Accordingly, clause 3 (xviii) of the Order is not applicable to the Company.
• xix. According tothe information and explanations givento us and onthe basis ofthefinancial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance shect as and when they fall due within a period of one year from the balance sheet date. We, however, state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
• XX. ln our opinion and according to the information and explanations given to us, section 135 (5) of the Companies Act, 2013 is not applicable to the company. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

For Kanu Doshi Associates LLP Chartered Accountants Firm registration No: 104746W/\/V100096

J<Jgr

Kunal Vakharia Partner Membership No: 148916 UDIN: 25148916BMKNL14136

Place: Mumbai Date: May 24, 2025

ANNEXURE 8 T0 THE AUDITORS' REPORT

(Referred to in paragraph 2(f) of `Report on Other Legal and Regulatory Requirements' section of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section 143 of the Companies Act, 2013 ("the Act'')

We have audited the internal financial controls over financial reporting of TRI0CHEIVI PRODUCTS LIMITED ("the Company") as of March 31, 2025 in conjunction with our audit of the Financial Statements of the Company for the year ended on that date.

Ivlanagement's Responsibility for Internal Financial Controls

The Company's Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (`ICAl'). These responsibmties include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAl and deemed to be prescribed under Section 143(10) Of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls both issued by the lcAl. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and lf such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the Internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of Financial Statements for external purposes in accordance with ge accepted accounting principles. A Company's internal financial control over fi reporting includes those policies and procedures that (1) pertain to the mainten

}8

Kanu Doshi Associates LLP Continuation sheet

records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the Financial Statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

ln our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31St March, 2025, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the lcAl.

For Kanu Doshi Associates LLP Chartered Accountants FRN. No.104746WAV10

j©

Kunal Vakharia Partner Membership no.148916 UDIN: 25148916BMKNL14136

Place: Mumbai Date: May 24, 2025

TRIOCHEM PRODUCTS LIMITED (CIN: L24249MH1972PLC015544) BALANCE SHEET AS AT MARCH 31, 2025

			[Rs. in Lakhs]
Particulars	Note No.	March 31, 2025	March 31, 2024
ASSETS
(1) Non - Current Assets
(a) Property, plant and equipment	$\mathfrak{z}$	53.89	61.24
(b) Investment property	4	6.33	6.65
(c) Financial assets
(i) Non current investments	5	1,062.60	1,107.48
(ii) Other financial assets	6	9.22	9.22
(d) Deferred tax Assets	7	3.60	29.82
(e) Other non - current assets	8	1.01	1.51
Total Non- Current Assets		1,136.65	1,215.92
Current Assets (2)
(a) Inventories	9		5.29
(b) Financial assets
(i) Cash and cash equivalents	10	90.66	53.81
(ii) Other financial assets	11	0.52	59.64
(c) Other tax assets	12	16.17
(d) Other current assets	13	145.09	153.98
Total Current Assets		252.44	272.72
TOTAL ASSETS		1,389.09	1,488.64
EQUITY AND LIABILITIES
EQUITY
(a) Equity share capital	14	24.50	24.50
(b) Other equity	15	1,342.19	1,437.52
Total Equity		1,366.69	1,462.02
LIABILITIES
(1) Current Liabilities
(a) Financial liabilities
(i) Borrowings	16		0.00
(ii) Trade payables	17	15.50	13.07
(b) Other current liabilities	18	0.53	0.61
(c) Provisions	19	6.37	5.08
(d) Current tax liabilities	20		7.86
Total Current Liabilities		22.40	26.62
TOTAL EQUITY AND LIABILITIES		1,389.09	1,488.64
Summary of significant accounting policies	$\overline{c}$

The accompanying notes are an integral part of the financial statements.

WINA

As per our report of even date attached.

For Kanu Doshi Associates LLP Chartered Accountants

Firm Registration No.: 104746W/W100096 DOSHI AG

Kunal Vakharia Partner ELACCOUN Membership No.: 148916

Place: Mumbai Dated: 24th May, 2025

For and on behalf of Board of Directors

line.

Products

Mumbai

Grace R. Deora Director (DIN: 00312080)

Ŋ

Ramu S. Deora Director (DIN: 00312369)

lСл

Puran Parmar Chief Financial Officer

Ure coulealekar

Ureca Deolekar Company Secretary

80

TRIOCHEM PRODUCTS LIMITED (CIN: L24249MH1972PLC015544) STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2025

			[Rs. in Lakhs]
	Note No.	March 31, 2025	March 31, 2024
Other income	22	105.01	102.96
Total Income $(I+II)$		105.01	102.96
Expenses
Cost of material consumed	23	5.29	0.01
Employee benefit expenses			47.29
Finance costs	25		0.00
Depreciation and amortization expenses			8.97
Other expenses			64.04
			120.31
Profit before exceptional items and tax (III-IV)		(24.62)	(17.35)
Add: Exceptional Items			(115.65)
Profit before tax $(V+VI)$			(133.00)
Less: Tax expense
(1) Current tax
of Current year			11.86
of Earlier years
(2) Deferred tax
of Current year			(43.53)
			(31.67)
Profit after tax (VII-VIII)	A	(40.01)	(101.33)
Other comprehensive income
a(ii) Income tax relating to items that will be reclassified to profit or loss
			455.63
			(52.00)
Total other comprehensive income for the year	B	(55.33)	403.63
Total comprehensive income for the year $(IX + X)$	$(A + B)$	(95.34)	302.30
Earning per equity share (Face value of Rs.10/- each)	28
$(1)$ Basic (in Rs.)		(16.33)	(41.36)
(2) Diluted (in Rs.)		(16.33)	(41.36)
	Particulars Revenue from operations Total expenses (IV) Total tax expense (VIII) a(i) Items that will be reclassified to profit or loss b(i) Items that will not be reclassified to profit or loss b(ii) Income tax relating to items that will not be reclassified to profit or loss	24 26 27	58.88 7.68 57.78 129.63 (24.62) (11.86) 27.25 15.39 (66.82) 11.49

The accompanying notes are an integral part of the financial statements.

As per our report of even date attached.

For Kanu Doshi Associates LLP Chartered Accountants Firm Registration No.: 104746W/W100096

ž.

OSHI AGGO CAHA MUMBA Kunal Vakharia

Partner Membership No.: 148916 ACCOU

Place: Mumbal Dated: 24th May, 2025 For and on behalf of Board of Directors

(K Yun

ר ה'

Puran Parmar Chief Financial Officer

carpealetar

umbai

Ramu S. Deora Director (DIN: 00312369)

Director (DIN: 00312080)

Grace R. Deora

Ureca Deolekar Company Secretary

TRIOCHEM PRODUCTS LIMITED (CIN: L24249MH1972PLC015544) CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2025

$\bar{z}$

					[Rs. in Lakhs]
			2024-2025		2023-2024
A	CASH FLOW FROM OPERATING ACTIVITIES
	Net Profit before tax and Extraordinary Items		(24.62)		(133.00)
	Adjustment for:
	Depreciation / Amortisation	7.68		8.97
	Interest Income	(3.00)		(0.61)
	Dividend income on investment	(14.08)		(19.36)
	Reclassification of remeasurement of employee benefits	(0.30)		(0.07)
	Unrealised gain/loss on investment	(21.93)		(24.04)
	Interest Expenses			0.00
	Sundry balance written back	0.04		(3.95) 0.29
	Investment Expenses		(31.59)		(38.77)
	OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES		(56.21)		(171.77)
	ADJUSTMENTS FOR WORKING CAPITAL CHANGES :
	Increase/Decrease in Assets	9.39		(137.39)
	Changes in Inventories	5.29		0.01
	Increase/Decrease in other financial and non-financial assets	59.11		(58.77)
	Increase/Decrease Trade payables	2.43		(1.48)
	Increase/Decrease in Liabilities	(0.08)		(0.02)
	Changes in Provision	1.29		0.36
	Cash Generated from Operations		7743 21.23		(197.29) (369.06)
	Direct taxes paid / (refund)		(1.13)		(6.56)
	NET CASH FROM OPERATING ACTIVITIES		20.10		(375.62)
B)	CASH FLOW FROM INVESTING ACTIVITIES
	Purchase of Investment	0.00		(320.30)
	Sale of Investment	0.29		634.44
	Investment Expenses Dividend income on investment	(0.04) 14.08		(0.29) 19.36
	Interest Received	2.42		0.31
			1675		333.52
	NET CASH USED IN INVESTING ACTIVITY		16.75		333.52
IC)	CASH FLOW FROM FINANCING ACTIVITIES
	Net (Decrease)/ Increase in Short Term Borrowings	(0.00)		(0.00)
	Interest Paid			(0.00)
	NET CASH USED IN FINANCING ACTIVITY		(0.00)		(0.00)
			(0.00)		(0.00)
	NET CHANGES IN CASH & CASH EQUIVALENTS(A+B+C)		36.85		(42.10)
	OPENING BALANCE OF CASH & CASH EQUIVALENTS		53.81		95.91
	CLOSING BALANCE OF CASH & CASH EQUIVALENTS		90.66 36.85		53.81
	ANY DUSHI ASSOCI			$\sigma_{\ell_{\rm sp}}$	(42.10)

Mumbai ]∃ ||

TRIOCHEM PRODUCTS LIMITED (CIN: L24249MH1972PLC015544) CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2025

	[Rs. in Lakhs]
2024-2025	2023-2024
0.15	0.24
89.44	52.56
1.07	1.01
90.66	53.81

2 The above Cash flow statement has been prepared under the "Indirect Method" set out in Accounting Standard 3 - Cash Flows Statement.

3 Previous year figures have been regrouped and rearranged wherever considered necessary to make them comparable with those of the current year.

As per our report of even date attached.

For Kanu Doshi Associates LLP

• Chartered Accountants
• Firm Registration No.: 104746W/W100096 DOSH

WITCH Kunal Vakharia Partner Membership No.: 148916 OUNT

Place: Mumbai Dated: 24th May, 2025 For and on behalf of Board of Directors

Grace R. Deora

Director (DIN: 00312080)

Ramu S. Deora

Director (DIN: 00312369)

Puran Parmar Chief Financial Officer

Uyera Dealekar

Ureca Deolekar Company Secretary

TRIOCHEM PRODCUTS LIMITED (CIN: L24249MH1972PLC015544) STATEMENT OF CHANGE IN EQUITY FOR THE YEAR ENDED MARCH 31, 2025

A. Equity Share Capital

[Rs. in Lakhs]

Particulars	No. of Shares	Amount
Balance as at 31st March, 2023 (Face Value of Rs.10/- each)	2.45,000	24.50
Changes in equity share capital during the year Balance as at 31st March, 2024	245,000	24.50
Changes in equity share capital during the year
Balance as at 31st March, 2025	2,45,000	24.50

B. Other Equity

Particulars	Reserves and Surplus			Other items of Other comprehensive		Total
	Capital	General	Retained Earnings	income
	Reserve	Reserves		Remeasurement of Fair Value
				net defined benefit through Other
				plans	Comprehensive
					Income of Equity
					Investments
Balance as at 31st March, 2023	0.04	17786	1,014.42	(0.61)	(56.49)	1,135.22
Profit for the year			(101.33)			(101.33)
Remeaurements of Defined Benefit Plan (net of deferred tax)				(0.05)		(0.05)
Fair Value effect of Investments of shares (net					403.68	403.68
of deferred tax)
Transfer of realised gain/loss on sale of equity			81.90		(81.90)
shares (net of tax)
Balance as at 31st March, 2024	0.04	177.86	994.99	(0.66)	265.29	1,437.52
Profit for the year			(40.01)			(40.01)
Remeaurements of Defined Benefit Plan (net				(55.33)		(55.33)
of deferred tax)
Fair Value effect of Investments of shares (net of deferred tax)
Transfer of realised gain/loss on sale of equity shares (net of tax)
Balance as at 31st March, 2025	0.04	177.86	954.98	(55.98)	265.29	1.342.19

As per our report of even date attached. For Kanu Doshi Associates LLP Chartered Accountants Firm Registration No.: 104746W/W100096

SHI ASSO MUMBA Kunal Vakharia Partner Membership No.: 148916 ACCOV

Place: Mumbai Dated: 24th May, 2025 For and on behalf of Board of Directors

Grace R. Deora

Director (DIN: 00312080)

Ramu S. Deora Director (DIN: 00312369)

Puran Parmar Chief Financial Officer

Vreca Dealekar

Ureca Deolekar Company Secretary

85

Notes to the financial statements for the year ended March 31, 2025

$\mathbf{1}$ Company overview

Triochem Products Limited (the "Company") is an existing public limited company incorporated on 17/01/1972 under the provisions of the Indian Companies Act, 1956 and deemed to exist within the purview of the Companies Act, 2013, having its registered office at 4th Floor, Sambava Chamber, Sir P. M. Road, Fort, Mumbai - 400 001. It has been engaged primarily in the business of manufacturer and exporter of pharmaceuticals products, APIs and chemicals. The equity shares of the Company are listed on BSE Limited ("BSE"). The financial statements are presented in Indian Rupee $(\xi)$ .

Significant accounting policies $\mathbf{2}$

This note provides a list of the significant accounting policies adopted in the preparation of these financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation of financial statement $\mathbf{A}$

The financial statements Complies in all material aspects with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under Section 133 of the Companies Act, 2013 (the "Act") and other relevant provisions of the Act and other accounting principles generally accepted in India.

The financial statements were authorized for issue by the Company's Board of Directors on 24th May, 2025.

These financial statements are presented in Indian Rupees (INR), which is also the functional currency. All the amounts have been rounded off to the nearest lakhs, unless otherwise indicated.

Use of estimates and judgements $\mathbf{B}$

The preparation of financial statements requires management to make judgments, estimates and assumptions in the application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Continuous evaluation is done on the estimation and judgments based on historical experience and other factors, including expectations of future events that are believed to be reasonable. Revisions to accounting estimates are recognised prospectively.

$\mathbf{C}$ Current and non-current classification

All assets and liabilities have been classified as current or non-current as per the Company's operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current - non-current classification of assets and liabilities.

D Foreign currency translation

i Functional and presentation currency

Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates ('the functional currency'). The financial statements are presented in Indian rupee (INR), which is Company's functional and presentation currency.

ii Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in profit or loss. All the foreign exchange gains and losses are presented in the statement of Profit and Loss on a net basis within other expenses or other income as applicable.

E Property, plant and equipment

I Freehold land is carried at historical cost including expenditure that is directly attributable to the acquisition of the land.

• ii All other items of property, plant and equipment are stated at cost less accumulated depreciation. Cost includes expenditure that is directly attributable to the acquisition of the items.
• ili Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.
• iv Cost of Capital Work in Progress ('CWIP') comprises amount paid towards acquisition of property, plant and equipment outstanding as of each balance sheet date and construction expenditures, other expenditures necessary for the purpose of preparing the CWIP for it intended use and borrowing cost incurred before the qualifying asset is ready for intended use. CWIP is not depreciated until such time as the relevant asset is completed and ready for its intended use.

Šί

TRIocEmi pnoDucrs LINITED

Notes to the flmncial staeemcnts for the year ended March 31, 2025

• v Deprecialion methods, estimated useful Lives and residual value
• (a) Fixed assets are stated a( cost less accumulated depreciation.

a) Dcprcciation is provided on a whttcn down value method at the rates and nianner as prcscnbed under Schedule 11 to the Companies Act, 2013. The depreciation chnge for each period is recognised in the Statement Of Profit and Loss, unless it is included in the carrying amount of any other asset. The useful life, residual value and the depreciation method are reviewed ndeast at each financial year end. If the cxpectatious differ from previous estimates, the changes are accounted for prospectively as a change in accountLng cstimat€.

• vi Tangible assets which are not ready for their intended use on reporting drte arc camed as capital work-in.progress.
• vil The residual values arc not more than 5% of the origival cost of the asset.

An asset's carrying amount is whtten down inmediatcly to its recoverable amount if the asset's carrying amount is greater than its estimated I.ecoverable amount.

Estimated useful lives, residual values and depreciation methods are rcvicwed annually, taking into account commcrcLal and technoLogcal obsolescence as well as nomal wear and tear and ad/usted prospectively, if appropriate.

Gains and losscs on disposals a].e detcmined by comparing prow:eeds with carrying ainount. These are included in profit or loss within other epenses or other income as applicable.

F Investmentpropcrty

I'roper.y that is held for long-term rental yields or for capital apprcciation or hath, and that is not occupied by the Company, is classified as Investment property. Investment property is measured initially at its cost, including related transaction costs and where applical)Le borrowing costs. Subsequent expenditure is capitalised to the asset's canymg amount only when it is probable that future economic benefits associated with the expenditure will flow to the Company and the cos( of the item can be measured reljal)ly. All other repairs and maintenance costs are expeused when incurred. when part of an investment property is replaced, the carrymg amount of the replaced part is derecognised. Investment properties (except heehold Land) arc deprcciatcd using the Written down value mcthnd over their estinated useful lives at the rates prescribed under Schedule 11 of the Companies Act, 2013.

G Inqueasscts

• i An intangible asset shall be recognised if, and only if: (a) it is probable that the expected future economic benefits that are attnbutal)Le to the asset will flow to the Company and 0) the cost of the asset can be measured reliably.
• 11 Computer software is capitalised where it is cxpccted to provide future enduring economic benefits. CapitaLisation costs indude licence fees and costs of implementation / system intcgration services. The costs are capitaliscd in the year in which the relevant software is implemented for use. The same is amor(iced over a penod Of 3 years on smight-line method.

H Bonowlngcast

• i Borrowings are initially recognised at fair value, net of transaction costs incured. Borrowings are subsequently measLired at amortised cost. Any difference between the proceeds (net of transaction costs) and the rcdemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the cstablishment of loan facilities are rccognised as transaction costs of the loan to the cxtcm that it is probable tha( some or all of the fachity wlLl be drawn down. In (his case, the fee is deferred until the draw down occurs. To the extent there is no cvidence that it is probable tha( some or all of the factljty will be drawn down, the fee is capitaLised as a prapayment for liquidity services and amortised over the pennd of the factlity to which it rela(es.
• il Borrowings are classified as curl.eat financial liabilitLcs unless the group has an unconditioml right to defer settlement of the liability for at least 12 months after the reporting period. where there is a breach of a materLal provtsion of a long-term loan arrangement on or before the end of the I.eporting period with the effect tha( the Liabflity becomes payable on demand on the reportmg date, the endty does not dassfty the liability as culTent, if the lender agreed, after the reporting perLnd and before the approml of the fimncial statements for issue, not to demand payment as a consequence of the breach.

I Income try defend tax and dMdend distrfeution tax

The Income tax expense or credit for the year is the tax payable on the current year's taxable income based on the applical)lc income tax rate adjusted by changes in defeiTed tax assets and liabilities attfroutable to temporary diffcrcnces and to unused tax losses.

Current and deferred tax is recoghised in the profit and Loss except to the extent it relates lo items recognised drectly in equity or other comprcheusive income, in which case lt is recognised in equity or other comprehensive income respectively.

i Ctimt lnconc tax

Current tax change is based on taxable profit for the year. The tax rates and tax laws used to compute the amount are those that are enacted or substantivdy enacted, at periodically evaluates posltlons t interpretatlorL It estabdshcs pro cre approp tc where the Company opcratcs and ge respect (o slfuadone in whl n the baste of amounts qu le income. Manngcmcnt aden ts sob|ect to anthodt]cs. et

•1umbai

TRIOcEml pRODuc.rs LlrmD

Notes to the finandal statemene for the year ended Mndi 31, 2025

CufTent (ax assets and tax Liabilities are offset when there is a legally enforceable nght to set off current tax assets against current tax liabilities and Company intends ether to settle on a net basis, or to realise the asset and settle the lial)tlity sinultancously.

ii Defend tax

Deferred tax is provided using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements at the rcpordng date. Deferred tax assets are recognised to the extent that it is probable that future taxable income will be available against which the deductible temporary differences, unused tax tosses, depreciation carry-forwards and unused tax credits could be uttlised.

Deferred income tax is not accounted for if it arises from initial recogrLLtion of an asset or liability in a transaction other than a business combination that at the time of the mmaction affects neither accounting profit nor taxable profit (tax Loss).

Deferred tax assets and liabilities are measured based on the tax rates that are expected to apply in the period when the asset is realiscd or the LiaJ)ility is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date.

The carrying amount of deferred tax asses is revLcwed at each repofting date and adjusted (o reflect changes in probal]iLity that sufficient taxal>le profits will be availal]le to allow all or part of the asset to be recovered,

Deferred income tax assets and liabilities are off.set against each other and the resuhant net amount is presen(ed in the Balance Sheet, if and only when, (a) the Company has a legally cnforccable rLght to setoff the current income tax assets and habhities, and a) the deferred income tax assets and liabilities relate to income tax levied by the Same tantion authority.

Minimum Alternate Tax credit is recognised as an asset only when and to the extent there is convLncing evidencc that the company will pay nomal income tax during the specified period. Such asset is rcvicwed at each Balance Shcct drtc and the canying amount of the MAT credit asset is whtten down to the extent there is no longer a convincing evidence to the effect that the Company will pay nomal income tax during the specified penod.

j R-ucfttognltion

Revenue is measured at the fair value of the cousideration received or receivable. Amounts disdosed as revenue are indusivc Of exasc duty and net of returns, tnde discoum taxes and amounts collected on behalf of third parties. The Company recognises rcvenuc as

I Sales

0 The Comprny recognizes revenue from sale of goods when:

(a) The significant dsks and rewards of ownership in the goods arc transferred to .hc buyer as per the terms of the contract, which coincides wLth the delivery of goods.

a) The Com|)any retains neither continuing managerial involvement to the degree usually associated with the ownership nor effective control over the goods sold.

(c) The amount of revenue can be reliably measured.

(d) It is probal)le that future economic benefits assoouted with the transaction will flow to the Company.

(e) The cost incurred or to be incurred in respect of the transaction can be measured reliably.

(0 The company bases its estimtes on historical results, taking into consideration the type of customer, the type of trausaction and the specifics of each arrangement.

Effective Aprtl 1, 2018, the Company has applied lnd AS 115 which estal)lishes a comprcheusive hamowork for detemining whether, how much and when revenue is to be rccognised. Ind AS 115 replaces lnd AS 18 Rcvenuc and lnd AS 11 Coustniction Contracts. The Company has adopted lnd AS 115 using the cumulative effect method. The effect of initially applying this standard is recognised at the date of initial application (i.e. April 1, 2018). There arc no matenal impact on revenue recogivtion by applgivg this

n other inconc

0 lntcrm home

Interest income from debt insrfuments is recogniscd usilig the effective in(eres( rate method. The effective interest rate is the rate that exactly discounts estirmted future cash receipts through the expected life of the financial asset to the gross carrying aniount of a fimncial asset. When caJcula(ing the effective interest rate, the group estLmates the expected cash flows by cousidcring all the contractual terms of the fimncial instrument (for enmple, prepayment, extension, call and similar options) bu( does not consider the expected credit Losscs.

(ii) DMdends

Dividends are recognised in profit or lass only when the right to receive payment is estal)lished, i( benefits assocLated with the divide C group, and the amount of the dividend can rohablc that the economic

9}

Notes to the financial statements for the year ended March 31, 2025

(iii) Export benefits

Export incentives are accounted for on export of goods if the entitlements can be estimated with reasonable accuracy and conditions precedent to claim are fulfilled.

K Inventories valuation

• i Raw materials, components, stores & spares, packing material, semi-finished goods & finished goods are valued at lower of cost and net realisable value.
• ii Cost of Raw Materials, components, stores & spares and packing material is arrived at Weighted Average Cost and Cost of semifinished good and finished good comprises, raw materials, direct labour, other direct costs and related production overheads.
• iii Scrap is valued at net realisable value.
• iv Due allowances are made in respect of slow moving, non-moving and obsolete inventories based on estimate made by the Management.

L Impairment of Assets

Intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

M Fair Value Measurement

The Company measures certain financial instruments at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either.

• In the principal market for the asset or liability, or
• In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1: Quoted (unadjusted) prices for identical assets or liabilities in active markets

Level 2: Significant inputs to the fair value measurement are directly or indirectly observable

Level 3: Significant inputs to the fair value measurement are unobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets & liabilities on the basis of the nature, characteristics and the risks of the asset or liability and the level of the fair value hierarchy as explained above.

Financial Instrument N

a Recognition, classification and presentation

The financial instruments are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

The Company determines the classification of the aggregatial instruments at initial recognition.

TRIOCHEM PRODUChs LINITED

Naes to the flnanclal seaecnerm for the year ended Mirch 31, 2025

The Company classifies its financial assets in the following catcgories: a) those to be measured subscquendy at fair value (either thongh other comprehensive income, or through profit or loss), and b) those to be measured at amordzed cost. The classification depends on the entity's business model for managivg the froancial assets and the contractual terlns of the cash flows.

Financial assets and liabilities arising from different trausactious are offrset against each other and the resultant net amount is presented in the balance sheet, if and only when, the Company curendy has a legally enforccal)le right to seroff the related recogrLised amounts and intends cithcr to settle on a net basis or to realize the assets and serdc (he Liabilities sinultaneously.

b Mcasuremcnt

(A) Inlth mcasument

AI initial recognition, the Company measures financial insrfuments at its fair value plus, in the case of a fimnonL assc( not at fair value though profit or loss, transaction costs that arc directly attributal)le to the acquition of the financial assets. Onerwise transaction costs al.c cxpcused in the s{atemcnt of profit and loss.

a}) Subsequent measurement - financial assets

The subsequent measurement of the financial assets depends on their classification as follows:

0 Flnanclal assets meas`ired at amortized oest

Assets that arc held for collection of contractual cash flows where those cash flows represent soldy payments of principrl and interest arc measured at amortized cast using the effective interest rate (`EIR') method (if the impact of discounting / any transaction casts is significant). Interest income from these financial assets is included in finance income.

(H) Financial assets at fair valic through other comprehcnsivc income (Fvron)

Equity invcs(meus which are not held for trading and for which the Company has elected to present the change in (he fair value in other comprehensive income and debt instruments that arc held for collechon of contractual cash flows and for selling the financLal assets, where the assets' cash flow represent solely payment of principal and interest, are measured at Fvrou].

The changes in fair value are taken through OCI, except for the lmpaincnt, interest Oasis EIR method), dividcnd and foreign cxchangc differences which are recogulsed in the statement of profit and Loss.

When the financial asset is derecognlzed, the related accumulated fair value ndjustments in OCI as at the drte of derecognition are reclassified from equity and recognised in the statement of profit and loss. However, there is no subsequent reclassification of fair value gains and lasses to statement of profit and loss in case of equity instruments.

qu) Flmnelal asses at fair value through profit or lass (`FVTPI.)

All equity instruments and financial assets that do not meet the cnteria for amortlzed cost or FVTOCI are measured at fair value trough profit or loss. Interest Oasis FIR method) and dividend income from FVTPL is recogniscd in the statement of profit and loss within finance income / finance costs separately from the other gainsAosses arising from changes in the fair value.

Impadent

The company asscsses on a forward looking basis the expected credit losses associated with its assets cared at anortized cost and debt instrument camed at FVTOCI. The inpaiment methodology applied depends on whether there has been a significant increase in credit usk since initial recognition. If cndit risk has no( increased significantly, twelve month Ecl, is used to provide for impairmem loss, otherwise lifetime ECL is used.

However, only in case Of trade receivabLes, the company applies the sinphified approach which requires expected Lifeline losses to be recognLzed from initial recognition of the receival]lcs.

(c) Subsequent ncasurment - financial llablllties

Other financial liabilitics are initially recogniscd at fair value less any directly attributal)Ic transaction costs. They are subsequently measured al amortized cost using the FIR methnd (if the inpact of discounting / any transaction costs is §igrificant).

c Denccognifron

The financial liabilities are de-recognised from the balance sheet when the under-lying oblJgrtrous are eninguished, discharged, Lapsed, cancelled, expires or legally released. The financLal assets are de-recognised from the balance shcc( when the rights to receive cash flows from the financial assets have expired, or have been transferred and the Company has transferred substantially all risks and rewards of ownership. A financial instrument is any contract that gives rise to a financial asse( of one entity and a financial liability or equity instrument of another entity.

0 Cach andcashequhalene

Cash and cash equlvalents includes cash in hand, deposits with banks, of three months or less that are re value. other short term highly llquld investments with origivaL matuntics known anounts of cash and which are subj cant risk of changes in

8q

Notes to the financial statements for the year ended March 31, 2025

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes outstanding bank overdraft shown within current liabilities in statement of financial balance sheet and which are considered as integral part of company's cash management policy.

Þ Investments

Equity investments are measured at fair value, with value changes recognised in Other Comprehensive Income, except for those mutual fund for which the Company has elected to present the fair value changes in the Statement of Profit and Loss.

Trade receivables $\Omega$

Trade receivables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method, less provision for expected credit loss.

Trade and other payables $\mathbf{R}$

These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. Trade and other payables are recognised, initially at fair value, and subsequently measured at amortised cost using effective interest rate method.

$\mathbf S$ Provisions, contingent liabilities and contingent assets

i Provisions:

A provision is recognized, when company has a present obligation (legal or constructive) as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, in respect of which a reliable estimate can be made for the amount of obligation. The expense relating to the provision is presented in the profit and loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

ii Contingent Liability

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements.

Contingent liabilities, if material, are disclosed by way of notes and contingent assets, if any, are disclosed in the notes to financial statements.

ili Contingent Assets

Contingent Assets are disclosed, where an inflow of economic benefits is probable.

Earnings per share T

i Basic earnings per share

Basic earnings per share is calculated by dividing:

• the profit attributable to owners of the Company; and

• by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year.

ii Diluted earnings per share

Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account:

• the after income tax effect of interest and other financing costs associated with dilutive potential equity shares; and
• the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

U Lease Accounting

As a lessee, the Company previously classified leases as operating or finance leases based on its assessment of whether the lease transferred significantly all of the risks and rewards incidental to ownership of the underlying asset to the Company. Under Ind AS 116. the Company recognizes right of use assets and lease liabilities for most leases i.e. these leases are on balance sheet.

On transition, the Company has applied following practical expedients:

To du Chemilar end date. ASSI i Applied a single discount rate to a portf itailar assets in similar economic en:

បពាប់ខ

TRIoclml pRODucrs LnffmD

Nooes to the financial staormcnts for the year cndcd March 31, 2025

• il Applied the expemplion not to recognise rightof-use-assers and liabilities for leases with less than 12 months of lease tern on the date of transition.
• ffl Excluded the initial direct costs from the measurement of the right-of -use-asset at the date of transition.
• iv Grandfathercd the assessment of which transactions are, or contain leases. Accordingly, Ind AS 116 is applied only to contraas that vere previously identified as leases under lnd AS 17.
• v Relied on its assessment Of whether leases are onerous, applving lnd AS 37 immediatcly before the date of initial application as an alterrLative to performing an impairment review.
• vi Used hindsight when detcmining the ]easc term if the contract contains options to extend or terminate the lease.

V Employeebencfro

I Sbori-ten oun8afrous

Liabilities for wages, salaries and leave encashmen including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employces' services up to (hc end of the reporting period and are measured at the amounts apected to be paid when the liabilities are seuled. The liabilities are presented as cu[rcnt employee benefit obLigrtious in the balance sheet.

11 Other long-orm cmplape benefit obl|gatious

The liabilities for earned leave are not expected to be serdcd whouy within 12 months after the cnd of the perind in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in [cspect of scrviccs provided by employees up to the end of the xporting period using the projected unit credit method. The benefits are discounted using the appro|)riate market yields at the cnd of the reporting period that have terms appronmting to the terms of the related obligation. Rcmeasurcments as a result of experience adjustments and changes in actiiarial assumptions arc recogused in profit or loss.

The obLLgrtious are presented as current lial)ilities in the balance sheet if (hc entity does not have an unconditional right to defer serdement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

ffi Post€mployment obl|gatlons

The group operates the following pastenployment schemes:

a I)cflned bcncfit grat`iity plan:

Grafulty and Leave encashment which are defined benefits are accrued based on actuarial valuation working provided by Independent actuary. The Contribu(ion is charged to profit and loss.

The liar)ility or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan. The defined benefit obligation is calculated annually as per the report on independent actuary. The present value of the defined benefit obLigation is detemined b)r discounting the estimated future cash outflows by reference to market yields at the end of the repo ng period on government hands that have terms approximating to the terms of the related obLigation. The net interest cost is calculated by applying the discount rate (o the net balance of the defined benefit obLLgation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss. Rcmeasurement gains and losses ansing from experLence adjustmcnts and changes in actuarial assumptlous are recognlsed in the period in which they occur, directly in other comprcheusive income. They are included in retained camings in the statement Of changes in equity and in the balance sheet.

b Defined Conthbution plan:

Contribution payable to recognised provident fund and superannuation scheme which is defroed contribution scheme is charged to Statement of Profit & Lus. The company has no further obligation to the plan beyond its contrLbution.

W CashFlowsaeemcnt

Cash flows are reported using the indirect method, whereby net profit before tax is ndjus{ed for the effects Of transactions of a noncash mture, any deferrals or accruals of past or future openting cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and fimncing activities of the Company are segrcgrted.

X Operaflngcydc

Based on the nature of products/ac{ivLtles of the Company and the nomal (ime betwccn acquisition of assets and their rcalisation in cash or cash equivalents, the Company has detemined its operating cycle as 12 months for the purpose of classification of its assets and llabillties as curmt and non current.

Y Roundlngofanounts

All aniounts disclosed in the financial stat unless otherwlsc stated as per the requ dccinal8), I,

ī İ
٦ ï

[Rs. in Lakhs]

í

NOTE NO. 3 : PROPERTY, PLANT AND EQUIPMENT
Particulars	Freehold land	Building	Plant and	Furniture &	Vehicles	Office equipments	Total
			machinery	fixtures
Gross block
As at March 31,2023	0.39	134	182.11	1.30	0.12	741	192.67
Additions
Disposals
As at March 31,2024	0.39	134	182.11	1.30	0.12	$\overline{141}$	192.67
Additions
Disposals
As at March 31,2025	0.39	1.34	182.11	1.30	0.12	741	192.67
Particulars	Freehold land	Building	Plant and	Furniture &	Vehicles	Office equipments	Total
			machinery	futures
Accumulated depreciation
As at March 31,2023		0.05	115.13	0.83		6.79	122.80
Depreciation charge during the year		0.01	8.60	0.03			8.63
Disposals
As at March 31,2024		0.06	123.72	0.86		679	151.43
Depreciation charge during the year		0.01	733	0.02			736
Disposals
As at March 31,2025		606	131.05	0.89		6.79	138.78
Net carrying amount as at March 31, 2024	0.39	1.28	58.39	0.43	0.12	63	61.24
Net carrying amount as at March 31, 2025	0.39	1.28	51.06	0.41	0.12	0.63	53.89

NOTE NO. 4 : INVESTMENT PROPERTY

Particulars	Building	Total
Gross block
As at March 31,2023	\$8	88
Additions
Disposals
As at March 31,2024	$\frac{8}{2}$	9.89
Additions
Disposals
As at March 31,2025	$\frac{8}{2}$	9.89
Particulars	Building	Lotal
Accumulated depreciation
As at March 31,2023	2.90	2.90
Depreciation charge during the year	0.34	0.34
Disposals
As at March 31,2024	3.24	3.24
Depreciation charge during the year	0.32	0.32
Disposals
As at March 31,2025	3.56	3.56
Net carrying amount as at March 31, 2024	665	665
Net carrying amount as at March 31, 2025	633	633
$n = 1$

Particulars		March 31, 2025 March 31, 2024
Rental income
Muset operating expenses from property that did not generate rental income.	$\frac{2}{3}$	3.02
There are no restrictions on the realisability of investment property.
The company is using same life for the same class of asset as applicable for property plant and equipment.
Fair Value
been ascertained. Investment property - Residential building, the market value has not
Between Rs. 4.25 Crore to 4.50 Crore The range of estimates within which fair value is highly likely to lie-

93

[Rs. in Lakhs]

Notes to the financial statements for the year ended March 31, 2025

[Rs. in Lakhs]

NON CURRENT INVESTMENTS
Particulars	Face		As at March 31, 2025		As at March 31, 2024
	Value	Ouantity	Amount	Quantity	Amount
Non Trade Investments
Quoted
Equity Instruments (At FVOCI)
Life Insurance Corporation of India	Rs.10/-	58,475	467.74	58,500	535.04
GAIL (India) Ltd	Rs.10/	1,49,975	274.08	1,50,000	271.73
NHPC Ltd	Rs.10/	24,975	20.54	25,000	22.41
Total Value of Quoted Investments			762.36		829.17
Unquoted
Mutual Funds (At FVTPL)
SBI Arbitrage Opportunities Fund -	$Rs.10/-$	8,50,225.675	300.24	8,50,225.675	278.31
Direct Plant - Growth
Total Value of Unquoted Investments			300.24		278.31
Net Value of Investment			1,062.60		1,107.48
OTHER NON CURRENT FINANCIAL ASSETS 6
Particulars			March 31, 2025		March 31, 2024
(Unsecured consider good, unless other wise specified)
Deposits			9.22		9 22
			9.22		9.22
DEFERRED TAX ASSETS (NET)
Name of the shareholder			March 31, 2025		March 31, 2024
Deferred tax assets (Net) (Refer Note No. 7.1)			3.60		29 82
			3.60		29.82

Note No.: 7.1
l Particulars	Net balance as at April 01, 2024	Recognised in statement of profit and loss	Recognised in JOCI	Net balance as at March 31, 2025
Deferred Tax Liabilities / (Assets)
Property, plant and equipment / Investment Property / Other Intangible Assets	7.59	(0.54)		7.05
Business Loss	(69.90)	22.80		(47.10)
Fair Value through OCI	34.26	10.53	(11.49)	33.30
Others Matter		(10.53)
Expenses allowable under income tax on payment basis	(1.77)	4.93		3.16
	(29.82)	27.19	(11.49)	(3.60)
Particulars
	Net balance as at April 01, 2023	Recognised in statement of profit and loss	Recognised in OCI	Net balance as at March 31, 2024
Deferred Tax Liabilities / (Assets)
Property, plant and equipment / Investment Property / Other Intangible Assets	8.21	(0.62)	$\overline{\phantom{a}}$	7.59
Fair Value through P&L	(28.47)	(41.43)	۰	(69.90)
Fair Value through OCI	(7.47)	(10.27)	52.00	34.26
Others Matter			$\bullet$
Expenses allowable under income tax on payment basis	(0.10)	(1.67)	۰	(1.77)

94

Notes to the financial statements for the year ended March 31, 2025

[Rs. in Lakhs]

Income tax

$\overline{a}$

The major components of income tax expense for the year ended 31 March, 2024

	THE HISJOI COMPONENTS OF INCOME (AS EXPENSE TOF THE YEAR CHOCO JT MASCH, 2025
	Particulars		March 31, 2025	March 31, 2024
	Profit and Loss:
	Current tax - net of effect of earlier years : Rs. 22.33 Lakhs (31 March 2024 : Rs. 0.00 Lakhs)		(11.86)	11.86
	Deferred tax - net of reversal of earlier years : Rs. Nil (31 March 2024 : Rs. Nil)		27.25	(43.53)
			15.39	(31.67)
	Reconciliation of tax expense and the accounting profit multiplied by domestic tax rate
	Particulars		For the year ended For the year ended
			March 31, 2025	March 31, 2024
	Profit before income tax expense		(24.62)	(133.00)
	Tax at the Indian tax rate $@$ 25.17% (31 March 2024 $@$ 25.17%)		(6.20)	(33.47)
	Add: Items giving rise to difference in tax
	Permanent difference		0.81	0.84
	Others		32.63	0.97
	Tax for earlier years		(11.86)	۰
	Total Tax Expenses		15.39	(31.66)
8	OTHER NON CURRENT ASSETS
	Particulars	March 31, 2025		March 31, 2024
	(Unsecured consider good, unless other wise specified)
	Advance recoverable in cash or kind or for value to be received	1.01		1.51
		1.01		1.51
9	INVENTORIES
	Particulars	March 31, 2025		March 31, 2024
	Raw Material			4.43
	Packing Material			0.86
				5 29
	10 CASH AND CASH EQUIVALENTS
	Particulars	March 31, 2025		March 31, 2024
	Balance With Banks
	- On Current account	89.44		52.56
	- Fixed Deposit (Including Accrued Interest) (Refer Note No. 10.1)	1.07		1.01
	Cash on Hand	0.15		0.24
		90.66		53.81
	Note No. 10.1: All the fixed deposits having maturity of more than 12 months.
	11 OTHER FINANCIAL ASSETS
	Particulars	March 31, 2025		March 31, 2024
	(Unsecured consider good, unless other wise specified)
	Other receivables Interest Receivable	0.52		59.40 0.24
		0.52		59.64
12	OTHER TAX ASSETS
	Particulars	March 31, 2025		March 31, 2024
	Advance Tax and Tax Deducted at Source (Net of Provision for Taxation)	16.17
		16.17
13 13	OTHER CURRENT ASSETS
	Particulars	March 31, 2025		March 31, 2024
	(Unsecured consider good, unless other wise specified) SOCIAL ASSOCIATION
	Balance with Central Excise and GST	138.40	$\widetilde{\mathfrak{Mod}}$ u $_C$	147.95
	Advance to suppliers and service providers	2.91	Q.	046
	Advance recoverable in cash or kind or for value to be received	0.73	$\mathbf{c}^{\mathsf{b}}$ li Mumbai	0.72
			्ट
	ERED ACCON

Notes to the financial statements for the year ended March 31, 2025

		[Rs. in Lakhs]
Advance to employee	0.30	0.65
Advance to Gratuity Fund (Refer Note No. 32)	2.75	4.20
	145.09	153.98
EQUITY SHARE CAPITAL 14
Particulars	March 31, 2025	March 31, 2024
Authorized Share Capital
2,50,000 Equity shares, Rs.10/- par value	25.00	25.00
(31 March 2024: 2,50,000 equity shares Rs.10/-each)
	25.00	25.00
Issued, Subscribed and Fully Paid Up Shares
2,45,000 Equity shares, Rs.10/- par value fully paid up	24.50	24.50
(31 March 2024: 2,45,000 equity shares Rs.10/- each)
	24.50	24 50

Note No. 14.1: The reconcilation of the number of shares outstanding at the beginning and at the end of reporting period 31-03-2025:

	March 31, 2025	March 31, 2024
No. of Shares	Amount	No. of Shares	Amount
2.45,000	24.50	2,45,000	24.50
		$\bullet$	$\blacksquare$
2,45,000	24.50	2,45,000	24.50

Note No. 14.2: Terms / rights attached to equity shares

(A) The company has only one class of equity shares having a par value of Rs.10/- per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General

(B) In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Note No. 14.3: The details of shareholders holding more than 5% shares in the company:

Name of the shareholder		March 31, 2025		March 31, 2024
	Number of shares	% held as at	Number of shares	% held as at
	held		held
Mr. Ramu S. Deora	34,500	14.08%	34.500	14.08%
Mr. Rajesh R. Deora	36,000	14.69%	36,000	14.69%
Mr. Rajiv R. Deora	34,270	13.99%	34.270	13.99%
Ramu M Deora HUF	27,420	11.19%	27.420	11.19%
Mrs. Grace R. Deora	36,000	14.69%	36,000	14.69%

Note No. 14.4: The details of shareholders holding of promoters

ED ACCOU

(a) Shares held by promoters at March 31, 2025

Promoter Name		No. of Shares % of total shares	% Change during the year, % of total shares
1) Mr. Ramu S. Deora	34.500	14.08%
2) Mr. Rajesh R. Deora	36,000	14.69%
3) Mr. Rajiv R. Deora	34.270	13.99%	$\bullet$
4) Ramu M Deora HUF	27,420	11.19%
5) Mrs. Grace R. Deora	36,000	14.69%
Total	1,68,190	68.64%	۰

(b) Shares held by promoters at March 31, 2024

Promoter Name	No. of Shares	% of total shares	% Change during the year, % of total shares
1) Mr. Ramu S. Deora	34,500	14.08%
2) Mr Rajesh R. Deora	36,000	14.69%
3) Mr. Rajiv R. Deora	34,270	13.99%
4) Ramu M Deora HUF	27,420	11.19%
JOOSHI ASSOCIATION 5) Mrs. Grace R. Deora	36,000	14.69%		$6100u_c$
Total	1,68,190	68.64%
MUMBAI G $\mathcal{F}_{\mathbf{X}}$	ъ æ,			Tyrumbai ∼ $\sim$ ★

Notes to the financial statements for the year ended March 31, 2025

15 OTHER EQUITY
Name of the shareholder	March 31, 2025		March 31, 2024
Reserves & surplus*
Capital Reserve #	0.04		0.04
General Reserves $##$	177.86		177.86
Retained earnings	954.98		994 99
Other Comprehensive Income (OCI)
-Remeasurement of net defined benefit plans	(55.98)	(0.66)
-Fair Value of Equity Investments through OCI	265.29 209.31	265.29	264.63
	1.342.19		1,437.52

Capital reserve mainly represents amount on capital account.

General reserve relfects amount transferred from statement of profit and loss in accordance with regulations of the Companies Act, 2013.

* For movement, refer statement of changes in equity.

16	BORROWINGS
	Particulars	March 31, 2025	March 31, 2024
	Secured (Refer Note No. 16.1)
	From Bank
	Export Packing Credit		0.00
			0.00

Note No. 16.1: The above loan from State Bank of India, Banker of the Company, is secured primarily against 1st charge on the Company's Current Assets.

17 TRADE PAYABLES

Particulars	March 31, 2025	March 31, 2024
Current
Dues of micro and small enterprises (Refer Note No. 17.1 and 17.2)
Dues other than micro and small enterprises (Refer Note No. 17.1 and 17.2)	15.50	13.07
	15.50	13.07

Note No. 17.1: The company has not received information from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to amounts unpaid as at the year end together with interest paid / payable under this Act, have not been given.

Note No. 17.2: The said information and Trade Payables regarding Micro and Small Enterprises has been determined to the extent such parties have been identified on the basis of information available with the company.

l l'afticulats	March 31, 2025	March 31, 2024
The principal amount and the interest due thereon remaining unpaid to suppliers
(i) Principal amount remaining unpaid to any supplier as at the end of each accounting year;
(ii) Interest due on $(1)$ above remaining unpaid to the supplier as at the end of each accounting year.
(iii) Interest paid by the Company in terms of section 16 of the Micro, Small and Medium Enterprises Development Act, 2006, along with the amount of the payment made to the supplier beyond the appointed day during each accounting year;
(iv) Interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act, 2006;
(v) Interest accrued and remaining unpaid at the end of each accounting year; and
(vi) Interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006.
.

Note No. 17.3: Trade Payables due for payment

(a) Trade Payables ageing schedule as at March 31, 2025

[Rs. in Lakhs]

Notes to the financial statements for the year ended March 31, 2025

Particulars				Outstanding for following periods from due date of payment		Total
	Less than	6 montths -	$1 - 2$	$2 - 3$	More than
	6 months	1 year	years	years	3 years
(i) MSME
(ii) Others	9.93					9.93
(iii) Disputed dues - MSME
(iv) Disputed dues - others						٠
Total	9.93					9.93
Add: Accrued Expense						5.57
Total Trade Payables						15.50
(b) Trade Payables ageing schedule as at March 31, 2024
Particulars				Outstanding for following periods from due date of payment		Total
	Less than	6 montths -	$1 - 2$	$2 - 3$	More than
	6 months	1 year	years	years	3 years
(i) MSME
(ii) Others	8.36					8.36
(iii) Disputed dues - MSME
(iv) Disputed dues - others
Total	8.36					8.36
Add: Accrued Expense						4.71
Total Trade Payables						13.07
OTHER CURRENT LIABILITIES
Particulars				March 31, 2025		March 31, 2024
Statutory Dues Payable				0.53 0.53		0.61 0.61
PROVISIONS
Particulars				March 31, 2025		March 31, 2024
Provision for Employee Benefits
For Leave Encashment (Unfunded)				637		5.08
				6.37		5.08
CURRENT TAX LIABILITIES Particulars				March 31, 2025		March 31, 2024
Provision for taxation (Net of tax payment)						7.86 7.86
21 a) CONTIGENT LIABILITY # Particulars				March 31, 2025		March 31, 2024
1) Disputed Tax Liabilty				3.21		3.21
Income Tax Dispute - 43B Disallowance
Income Tax Act, 1961 pending with The Appellate Tribunal for
the Assessment Year 1993-1994
				3.21		3.21
b) COMMITMENTS Particulars				March 31, 2025		March 31, 2024
1) Estimated Amounts of Contract remaining to be executed on
Capital account and not provided for
Note:

The management does not expect these demands to succeed. Claims, where the possibility of odd and resources embodying $#$ The management does not expect these compared economic benefits is remote, have not been compared to the contract of $\begin{pmatrix} 1 & 1 \ 1 & 1 \ 2 & 3 \end{pmatrix}$ ent liability. a m

MUMBAI ACCOUN

१८

en-bai

$\star$

Notes to the financial statements for the year ended March 31, 2025

l,

J.

[Rs. in Lakhs]

22 OTHER INCOME
Particulars	March 31, 2025	March 31, 2024
Interest Income (Refer Note No. 22.1)	3.00	0.61
Other Support Service	66.00	55.00
Other Non Operating Income
Unrealised Gain on Investment in Mutual Fund	21.93	24.04
Dividend Received	14.08	19.36
Sundry Balance Written Back (Net)		3.95
	105.01	102.96
Note No. 22.1 : Break-up of Interest Income
Interest income on other deposits	0.82	0.30
Interest income on income tax refund	0.58	0.31
Interest income on fixed deposit with bank	1.60	0.01
	3.00	0.61
23 COST OF MATERIALS CONSUMED
Particulars	March 31, 2025	March 31, 2024
Raw Material
Inventory at the beginning of the year	4.43	4.44
Less: Inventory at the end of the year		4.43
Cost of Materials Consumed	4.43	0.01
	March 31, 2025	March 31, 2024
Particulars
Packing Material
Inventory at the beginning of the year	0.86	0.86
Less: Inventory at the end of the year		0.86
Cost of Materials Consumed	0.86
	5.29	0.01
24 EMPLOYEE BENEFIT EXPENSES
Particulars	March 31, 2025	March 31, 2024
Salaries, Wages and Bonus	55.39	43.91
Contribution to Provident and other fund	3.49	3.25
Staff Welfare Expenses		0.13
	58.88	47.29
25 FINANCE COST
Particulars	March 31, 2025	March 31, 2024
Interest Expense on Short Term Bank Borrowing		0.00
		0.00
26 DEPRECIATION & AMORTIZATION EXPENSES
Particulars	March 31, 2025	March 31, 2024
Depreciation on Property, Plant and Equipment	7.36	8.63
Depreciation on Investment Property	0.32	0.34
	7.68	8.97
27 OTHER EXPENSES
Particulars	March 31, 2025	March 31, 2024
Power & Fuel	35.16	28.00
Repairs & Maintenance
Plant & Machinery	1.41	4.30
Building	2.62	2.62
Others	4.14 0.11	0.52 7.44
Insurance Charges	2.93	2.91
Rates & Taxes	1.63	0.79
Rent	0.18	0.18
Payment to Statutory Auditor (Refer Note No. 27.1)	2.51	2.16
Water Charge	1.00	0.98
SEPTEMBER 1999 Labour Charges		$500u_c$ 3.45
Freight and Forwarding		0.03
Listing Fees	3.25	3.25 Mümbai
Postage and Telephone	0.36	0.53
Legal & Professional	2.96	4.04
Registrar & Share Transfer Fee	0.93	0.86

Notes to the financial statements for the year ended March 31, 2025

		[Rs. in Lakhs]
Bank Charges	0.01	0.11
Interest Expense on GST	0.10	0.02
Miscellaneous expenses	2.58	3.30
Unrealised Loss on Investment in Mutual Fund		570
Investment Expenses	0.04	0.29
	57.78	64.04
Note No. 27.1 : Payment to Statutory Auditors
As Auditors :
Audit Fees (including Limited Review)	1.89	1.89
Towards GST/Service Tax *	0.34	0.34
	2.23	2.23
In Other Capacity:
Other Service	0.60	0.25
Out of pocket expenses	0.02	0.02
Towards GST/Service Tax *	0.11	0.05
	0.73	0.32
Total Auditors Remuneration	2.96	2.55
		.

* Note: Out of above GST/ Service Tax credit of Rs.0.39 lacs (Previous Year Rs.0.38 lacs) has been taken and the same has not been debited to Statement of Profit & Loss.

28 EARNING PER SHARE

Particulars	March 31, 2024	March 31, 2023
(a) Profit attributable to Equity Shareholders	(40.01)	(101.33)
(b) No. of Equity Share outstanding during the year.	2,45,000	2,45,000
(c) Face Value of each Equity Share (Rs.)	10	10
(d) Basic & Diluted earning per Share (Rs.)	(16.33)	(41.36)

29 EXCEPTIONAL ITEMS

During the previous year, the company has complied with circular no. 16/2023-Cus dated 7th June 2023 issued by The Central Board of Indirect taxes and Customs Drawback division for compliance with the pre-import condition for payment of IGST and interest thereon for imports made under Advance Authorization on or after 13th October 2017 till 9th January 2019 on which IGST exemption had been availed. As per the circular the company was non-compliant with the 'pre-import' conditions as defined in the revised circular no. 16/2023-Cus dated 7th June 2023 due to which the company was liable to pay Rs.259.87 lakhs including interest. The Company has claimed the credit of IGST paid and the interest portion amounting to Rs.115.65 lakhs has been shown under Exceptional items.

30 Financial Risk Management

The Company's activities expose it to credit risk, liquidity risk and price risk.

This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the impact thereof in the financial statements.

Risk	Exposure arising from	Measurement	Management
Credit Risk		Cash and cash equivalents, Credit ratings, Review of	aging Strict credit control and monitoring
	receivables trade	and analysis, on quarterly basis.	diversification system, of
	lfinancial assets.		counterparties, on quarterly basis.
Liquidity Risk	Trade payables and other Maturity	analysis, cash	flow Maintaining sufficient cash / cash
	financial liabilities.	projections.	equivalents and marketable security
			focus realisation land - ofl on
			receivables.
Market Risk - Foreign Exchange	Financial assets		and Foreign currency exposure review The company partly hedged due to
	liabilities not denominated and sensitivity analysis.		natural hedge and is exploring to
	in INR.		hedge its unhedged positions.
Market risk – security prices	Investments	in equity Sensitivity analysis	Portfolio diversification
	securities, Mutual Funds.
Price Risk			Change in price of raw The company sourcing components The company is able to pass on
	material		from vendors directly, hence it does substantial price hike if any to the
		not hedge its exposure to commodity customers.
		Inrice risk.	Korodus

100

Notes to the financial statements for the year ended March 31, 2025

The Board provides guiding principles for overall risk management, as well as policies covering specific areas such as credit risk, liquidity risk, price risk and foreign exchange risk effecting business operation. The company's risk management is carried out by the management as per guidelines and policies approved by the Board of Directors.

(A) Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Credit risk encompasses the direct risk of default, risk of deterioration of creditworthiness as well as concentration risks. The Company is exposed to credit risk from its operating activities (primarily trade receivables), deposits with banks and loans given.

Credit Risk Management

The company's credit risk mainly from trade receivables as these are typically unsecured. This credit risk has always been managed through credit approvals, establishing credit limits and continuous monitoring the creditworthiness of customers to whom credit is extended in the normal course of business. The Company estimates the expected credit loss based on past data, available information on public domain and experience. Expected credit losses of financial assets receivable are estimated based on historical data of the Company. The company has provisioning policy for expected credit losses.

On adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain.

The company's exposure to credit risk for trade receivables is as follows:

Particulars	Gross Carrying amount March 31, 2025	Gross Carrying amount March 31, 2024
$1 - 180$ days past due*
181 - 365 days past due
More than 365 days pas due#
Total

* The Company believes that the unimpaired amounts that are past due by more than 180 days are still collectible in full, based on historical payment behaviour.

The Company based upon past trends determine an impairment allowance for loss on receivables outstanding for more than 180 days past (B) Liquidity Risk

Liquidity risk represents the inability of the Company to meet its financial obligations within stipulated time. To mitigate this risk, the Company maintains sufficient liquidity by way of working capital limits from banks.

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments:

Particulars	Less than 1 year	More than 1 year	Total
As at March 31, 2025
Borrowings
Trade payables	15.50		15.50
Total	15.50		15.50
Particulars	Less than 1 year	More than 1 year	Total
As at March 31, 2024
			0.00
Borrowings	0.00
Trade payables	13.07		13.07

(C) Foreign Currency risk disclosure

A. Currency risk

Currency risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency and other currencies from the Company's operating, investing and financing activities. For the year ended 31st March 2025, no outstanding trade receivables and trade payables lying in foreign currency.

(D) Market risk

A. Price risk

Exposure

The company's exposure to equity securities/mutual fund price risk arises from investments held by the company and classified in the balance sheet either as fair value through OCI or at fair value through profit or loss.

To manage its price risk arising from investments in equity securities/mutual fund, the company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the company.

(E) Price risk

The company is exposed to price risk in basic ingrediations with the process raw material and is processed. Ŵ materials pni vendors directly. The thease in prici Company monitors its price risk and factors the price Letthe products.

Mumba 101

$\delta$ rod $u_c$

Notes to the financial statements for the year ended March 31, 2025

[Rs. in Lakhs]

31 Related party disclosures as required under Ind AS 24, "Related Party Disclosures", are given below:

a) Name of the related party and description of relationship.

SI. No.	Related Parties	Nature of Relationship
$\left( i\right)$	Mr. Ramu S. Deora	Director and CEO (Key Managerial Personnel)
(ii)	Mrs. Ureca Deolekar	Company Secretary
(iii)	G Amphray Laboratories	Key managerial person is proprietor
(iv)		G Amphray Pharmaceuticals P Relative of key managerial person have control
(v)	Triochem Products Gratuity	Key managerial person is trustee

b) Details of Transactions during the year with related parties.

SI. No.	Related parties	Nature of Transactions during the year	March 31, 2025	March 31, 2024
(i)	IG Amphrav Laboratories	Remburshment of expenses
		Other Support Service	66.00	55.00
(ii)	IMrs. Ureca Deolekar	Salarv Paid	3.00	2.75

c) Balances at end of the year with related parties.

SI. No.	Related parties	Nature of Transactions during the year	March 31, 2025	March 31, 2024
l (i)	IG Amphrav Laboratories	Other Receivable		59.40
(ii)	Triochem Products Gratuity FlAdvance for Gratuity		D. TE 4.7	4.20

32 Employee Benefits

As per IND AS 19 "Employee Benefits", the disclosures of Employee benefits as defined in the said Accounting Standards are given below :

(i) Defined Contribution Plan

Contribution to Defined Contribution Plan includes Providend Fund. The expenses recognised for the year are as under:

Particulars . .	2025 $\sim$ h 21 `nmak	2024 March L 91 .
' Fund - Empl Providenc sl nazov s .ontribution to. -------- ______	2a $\epsilon$ . $\tau$	2.18

(ii) Defined Benefit Plan

(a) Gratuity:

The Company operates gratuity plan wherein every employee is entitled to the benefit equivalent to 15 days / one month salary last drawn for each completed year of service depending on the date of joining. The same is payable on termination of service, retirement or death, whichever is earlier. The benefit vests after 5 years of continuous service.

(b) The following tables set out the assumptions taken, status of the gratuity plan, the amounts recognised in the Company's financial statements as at 31 March 2025 and 31 March 2024.

SI. No.	Particulars	2024 - 2025	2023 - 2024
	Valuation Results as at	March 31, 2025	March 31, 2024
	Change in present value of obligations
	PVO at beginning of period	4.23	2.80
	Interest cost	0.30	0.20
	Current service cost	1.15	1.07
	Past service cost - (non vested benefits)
	Past service cost - (vested benefits)	$\blacksquare$	$\blacksquare$
	Benefits paid	$\blacksquare$	٠
	Contribution by plan participants	$\blacksquare$	$\blacksquare$
	Business combinations
	Curtailments	$\blacksquare$
	Settelements	٠
	Actuarial (Gain) / Loss on obligation	0.11	0.16
	PVO at end of period	5.78	4.23
lп	Interest Expenses
	Interest cost	0.30	0.20
lm	Fair value of plan assets
	Fair value of plan assets at the beginning	3.09	1.93
	Interest cost	0.30	0.20
Γv	Net liability	$\sigma_{\zeta_0}$
	ADSHIASOCA $\hat{\mathbf{v}}^{\mathbf{v}}$ PVO at beginning of period	4.23 ۰ň	2.80
	റ 伇 Fair value of the assets at beginning report	$\sqrt[3]{\text{Mumbai}}$ ਇ 13.09	1.93
	$\vec{a}$ MUMBAT Net liability Ë т.	1.14 $\sigma$	0.87
	東山

ACCOUNTY

Notes to the financial statements for the year ended March 31, 2025

l۷ Net interest 0.30 Interest expenses 0.30 Interest income Net interest lл Actual return on plan assets 0.11 Actual return on plan assets 0.30 Less interest income included above (0.19) Return on plan assets excluding interest income Actuarial (Gain) / Loss on obligation VII Due to demographic assumption* 0.23 Due to financial assumption (0.13) Due to experience 0.11 Total actuarial (Gain) / Loss the benefit the effect will be shown as an experience Fair value of plan assets VШ Opening fair value of plan assets 3.09 Adjustment to opening fair value of plan assets 1.14 Return on plan assets excluding interest income (0.19) 0.30 Interest income Contribution by employer Contribution by employee Benefit paid 433 Fair value of plan assets at end Past service cost recognised IX Past service cost - (non vested benefits) Past service cost - (vested benefits) $\blacksquare$ Average remaining future service till vesting of the benefit $\overline{\phantom{a}}$ Recognised past service cost - non vested benefits $\blacksquare$ ٠ Recognised past service cost - vested benefits ٠ $\bullet$ Unrecognised past service cost - non vested benefits $\blacksquare$ Amount to be recognized in the balance sheet and statement of profit and loss account ΙX PVO at end of period 5.78 4.33 Fair value of plan assets at end of period (1.45) Funded status (1.45) Net Assets / Liability recognized in the balance sheet $\overline{\mathbf{x}}$ Expense recognized in the statement of profit and loss account 1.15 Current service cost Net interest Past service cost - (non vested benefits) Past service cost - (vested benefits) Curtailments effect Settelements effect Unrecognised past service cost - non vested benefits Acturial (Gain) / (Loss) recongnised for the period Expense recognized in the statement of profit and loss account 1.15 Other comprehensive income (OCI) IXII Actuarial (Gain) / Loss recognized for the period 0.11 Asset limit effect	* This figure does not reflect interrelationship between demographic assumption and financial assumption when a limit is applied on ٠ 4.23 3.09 (1.14) (1.14) 1.07 Return on plan assets excluding net interest 0.19 Unrecognised actuarial (Gain) / Loss from previous period			ING. III LALAN
				0.20
				0.20
				0.29
				0.20
				0.09
				0.09
				0.07
				0.16
				1.93
				0.87
				0.09
				0.20
				3.09
				1.07
				0.16
				(0.09)
		Total actuarial (Gain) / Loss recognized in (OCI)	0.30 5x00y	0.07

103

Mumbai

$\star$

IRs. in Lakhsl

Notes to the financial statements for the year ended March 31, 2025

$\ddot{\phantom{1}}$

							[Rs. in Lakhs]
XIII	Movements in the liability recognized in balance sheet
	Opening net liablity					1.14	0.87
	Adjustment to opening balance					(1.14)	(0.87)
	Expenses as above					1.15	1.07
	Contribution paid
	Other comprenehsive income (OCI)					0.30	0.07
	Closing net liability					1.45	1.14
XIV	Schedule III of the Companes act 2013
	Current liability					1.45	1.14
	Non - current liability					4.33	3.09
xv	Projected service cost 31st March 2026					1.28
	Projected service cost 31st March 2025						1.15
XVI	Asset information					Target	Total
						Allocatiion %	Amount
	Cash and cash equivalents					0.00%
	Gratuity fund (The Trustees of the Scheme)					100.00%	4.33
	Debt Security - Government bond					0.00%
	Equity Securities - Corporate debt securities					0.00%
	Other insurance contracts					0.00%
	Property					0.00%
	Total itemized assets					100.00%	4.33
XVII	Assumptions as at					31-Mar-25	31-Mar-24
	Mortality					IALM (2012-14)	IALM (2012-14)
						Ult.	Ult.
	Interest / Discount rate					6.66%	7.09%
	Rate of increase in compensation					4.00%	4.00%
	Annual increase in healthcare costs
	Future changes in maximum state healthcare benefits
	Expected average remaining service					9.70	10.30
	Retirement age					58 years
	Exmployee attrition rate					Age 0 to 45:2%
						Age 46 to 58:1%
XVIII	Sensitivity analysis				DR: Discount Rate	ER: Salary Escalation Rate
				$PVO DR+1%$	PVO DR-1%	PVO ER $+ 1\%$	PVO ER - 1%
	PVO			5.26	6.39	6.39	5.25
XIX	Expected payout
	Year	Expected	Expected	Expected	Expected	Expected	Expected
		Outgo	Outgo	Outgo	Outgo	Outgo	Outgo Six to
		first	second	third	fourth	fifth	ten years
	PVO payouts	0.85	0.10	0.14	0.14	0.12	1.39
XX	Assets liability comparisons
	Year		31-Mar-21	31-Mar-22	31-Mar 23	31-Mar-24	31-Mar-25
	PVO at end of period		10.25	1.63	2.80	4.23	5.78
	Plan assets		7.05	2.09	1.93	3.09	433
	Surplus / (Deficit)		(3.20)	0.46	(0.87)	(1.14)	(1.45)
	Experience adjustments in plan assets		(0.10)	(0.03)	0.18	0.09	(0.19)
	Weighted average remaining duration of Defined Benefit Obligation						10.57
XXI	Narrations
	1) Analysis of defined benefit obligation
	The number of members under the scheme have remained same.
	The total salary has decreased by 4.73% during the accounting period.
	The resultant liability at the end of the period over the beginning of the period has decreased by $36.796\%$
	2) Expected rate of return basis
	Expected rate of return basis EROA is the discount rate as at previous valuations as per the resounting standard.					$\epsilon$ ho $\Xi$ . Aumhai
						ट्
			メチロキ	MUMBAI
			PED ACCOUNT

Notes to the financial statements for the year ended March 31, 2025

3) Description of the Plan Assets and Reimbursement Conditions
100% of the Plan Assets is entrusted to The Trustees of the Scheme under their Group Gratuity Scheme. The reimbursement is
subject to insurer's Surrender Policy.
4) Investment / Interest Risk
The Company is exposed to Investment / Interest risk if the return on the invested fund falls below the discount rate used to arrive at
present value of the benefit.
5) Longevity Risk
The Company is not exposed to risk of the employees living longer as the benefit under the scheme ceases on the employee
separating from the employer for any reason.
6) Risk of Salary Increase
The Company is exposed to higher liability if the future salaries rise more than assumption of salary escalation.
7) Discount Rate
The discount rate has decreased from 7.09% to 6.66% and hence there is a decrease in liability leading to actuarial gain due to

33 Transition to Ind AS 116

change in discount rate.

The company has identified that there were no leases which are in the nature of Right-to-use and hence no lease liability is recognised in the financial statements.

34 Balances of Trade Payables and Loans and Advances are subject to confirmation and consequential adjustment, if any.

35 The following are analytical ratios for the year ended March 31, 2025 and March 31, 2024

Particulars	Numerator	Denominator	2024 - 2025	2023 - 2024	Variance
(a) Current Ratio	Current Assets	Current Liabilities	11.27	10.24	10.00%
(b) Return on Equity Ratio	Profit for the year less Preference Dividend, if any	Average Shareholder's Equity	(0.03)	(0.08)	$-63.41%$
(c) Trade turnover ratio**	payables Purchases of Goods and other expenses	Average Trade Payables	4.05	4.06	$-0.35%$
(d) Return on Capital employed	Profit before taxes and Finance Cost	Capital Employed $=$ Net worth $+$ Deferred tax liabilities + Borrowing	(0.02)	(0.09)	$-80.20%$
(e) Return on Investment Income generated from	investments	Time weighted average investments	0.03	0.04	$-13.52%$

36 Capital Management

(i) Risk Management

For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders. The primary objective of the Company capital management is to maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The Company monitors capital using a gearing ratio and is measured by net debt divided by Equity. The Company's Debt is defined as long-term and short-term borrowings including current maturities of long term borrowings and total equity (as shown in balance sheet) includes issued capital and all other reserves.

(ii) Gearing Ratio

and of the conocting neciad zwe se folio

Particulars	March 31, 2025	March 31, 2024
Borrowing		0.00
Less: Cash and Cash Equivalents	90.66	53.81
Net Debt	$-90.66$	$-53.81$
Total Equity	1,366.69	1.462.02
Total Equity and Net Debt	1,276.02	1,408.21
Gearing ratio	(0.07)	(0.04)

37 Segment Reporting

The Company is engaged primarily in the business of manufacturing and export of pharmaceuticals philities, NPIs and chemicals. All other activities of the company revolve around the main business and business and report of pharmaceuptars prunsus, with and chemicals. All other
any reportable geographical segment. Hence, disclosures business and the counting

IDA

Notes to the financial statements for the year ended March 31, 2025

38 Fair Value measurement-

The fair value of Financial instrument as of March 31,2025 and March 31,2024 were as follows-

Particulars	March 31,2025	March 31,2024 Fair value		l Valuation
			Hierarchy	Technique
Assets-
Equity Instruments Investment in through OCI	762.36	829.17	Level-1	Ouoted Market l Price
Investment in Mutual Funds through IFVTPL	300.24	278.31	Level-1	Unquoted Market l Price
Total	1,062.60	1,107.48

The management assessed that Cash and Cash equivalents, loans, other balances with Banks, trade receivables, trade payables and other current liabilities/assets approximate their carrying amounts largely due to the short-term maturities of these instruments.

39 The previous year figures have been regrouped/reclassified, wherever necessary to conform to the current presentation as per the schedule III of Companies Act, 2013.

As per our report of even date attached.

For Kanu Doshi Associates LLP

Chartered Accountants

Firm Registration No.: 104746WAW100096

Mumba

ACCOU

Kunal Vakharia Partner Membership No.: 148916

Place: Mumbai Dated: 24th May, 2025 For and on behalf of Board of Directors

Grace R. Deora

Director (DIN: 00312080)

Ramu S. Deora Director (DIN: 00312369)

Puran Parmar Chief Financial Officer

Vreca Dealekar

Ureca Deolekar Company Secretary

[Rs. in Lakhs]

Form ISR - 1

(SEBl/HO/M I RSD/POD-1 in/CI R/2024ro7 dated May 07 ,2024)

REQUEST FOR REGISTERING PAN, KYC DETAILS OR CIIANGES / UPDATION THEREOF

[For Securities (Shares / Debentures / Bonds, etc.) of listed companies held in physical form]

	A. I / W®, request you to Register / Change / Update the following ITlck /relevant box)		Date :	/	/
IJ PAN	] Signature	I Mobile Number
[ Bank details	1] Registered Address	H E-mail address

8. Security and KVC Details I to be filled in by the First Holder I:

Name of the lssuer Company		Folio No.
Face value of Securities		Number of Securities
Distinctive number OfSecurities(Optional)	From	TO
E-mail Address
Mobile Number

C. IM/e are submitting documents as per Table below (tick/as relevant, refer to the instructions):

Name(s) of the Security holder(s) in Capital as per PAN Copros of PAN Calds Of all the Holder(s) duly self-attested `^th date to be enclceod \^th this Form.	PAN	PAN Linked to Aadhaar -YINTicl.ny-[n .
1.		Yes / No
2.		Yes / No
3.		Yes / No
4.		Yes / No

Note: . Mandatory link`ng Of PAN \^th Aadhaar effective July 1, 2023).

CheckStatusofPANlinkedwithAadhaaratb±|p_sJ/yi±±±Lw For Exemptions/clarifications on PAN refer lnso`iction.

Bank Account Detalls of Flrst Holder
Name oftl`® Bank &Branch	'FSC
Bank AIc No.	I NRO I] NRE	Tick anyone [q Accttype I Savings DCurrent HAnyother I
	Ncto: Onginal cancelled cheqiie leaf beanng the name Of the first holder rs mandatory. failing which first soci.rty/ holder shall submit copy Of bank

passbook / statomont attested by the Bank for regpstenng tlie Bank Account detalls.

Demat Account Number 16dlgltDpld/Cltenlid I I

I

AI8o provlde Cllent Nast®r Llst (CNL) Of your Demat Account. duly slon®d by the Depository Partlclpant `Iuth stamp,

Authorization: I / We authorise you (RTA) to update the above PAN and KYC details in my / our above Folio No, provided by me/Iis. Ibelara6on: AI the above facts and documerts enc)coed are h.e and cxnecL

First Named Holder	Jolnt Holder -1	Joint Holder - 2	Joint Holder - 3
i
a
flE=.a
!!.''' EN aJ=

: I. in.ntlor-d abov. din.r. fom th. .ddr.co r.ol.frod whh th. Comp.ny, you lr. I.gu.ct.d to a.oord tli. n../ .®\*... try .ubmMng tlt. Met ln polnl (3) ov.her. (U.. cop-r.I. Ann.xur. to Fom ISR-1 to upd.I. th. .b®v. P^lI .nd oCh.r KYC a.t-ll. - poe..a.a ln tlil. fuTn the Follo(.) wh.I. }n)u.I. th. Flr.I N-in.d hold.I a/..curld-. In.Iic\*Q(.)MUFG##urc~r=rt.r#lFolrmlyin.\n.im.lndi.P.. h lcounr camp.nl-.) Po: 1AI.I..divi5iona/Mufc.P.n`ionlwarl&S~v,f"\

LM/e are submitting documents as per Table below (tick /as relevant, refer to the instructlons):

No,	/	Document/Informationnhails	Instruction/Remark
1	I	PAN Of (all) the tioint) holder(s)	PAN Card copies of all the holders duly self-attested with date to be enclosed. PAN shall be valid only if it is linked to Aadhaar effective July 01, 2023. For Exemptions / Clarifications on PAN, please refer to Objection Memo as sDecified in SEBl circular.
2	I	Demat Account Number	Provide Client Master List (CML) of your Demat Account,duly signed by the Depository Participant with stamp.
			Provide self attested copy with date stamp of any ONE Of the documents,
			issued by a Govt. Authority, only if there is change in the address;
			I Client Master List (CML) of the Demat Account of the holder/claimant,
			duly signed by the Depository Participant with stamp.
			1] Unique Identification Number (UID) (Aadhaar)
			1] Valid Passport/ Registered Lease or Sale Agreement of Residence/Driving License/Flat Maintenance Bill*
			I Utility bills like Telephone Bill (only land line), Electricity bill or Gas bill - Not more than 3 months old.
3		Proof Of Address of thefirstllolder	1= Identity card (with Photo) / document with address, issued by
			Central/State Government and its Departments, Statutory / Regulatory
			Authorities, Public Sector Undertakings, Scheduled Commercial Banks,
			Public Financial Institutions duly attested by the employer with date and
			organization stamp.
			I For FIl / sub account, Power of Attorney given by Fll / sub-account to the
			Custodians (which are duly notarized and / or apostilled or consularised)
			that gives the registered address should be taken.
			1= The proofofaddress in the name of the spouse Klndly provide additional serf-attested copy Of Identity Proof Of the holder/ cfa]mant/ spouse.
			Original cancelled cheque leaf bearing the name of first holder OR latest copy
4	I	Bank details	of the bank passbook/statement with details of bank name, branch, account
			number and lFSC duly attested by the bank. Alternatively, Bank details as per
			CML enclosed will be updated in the folio.
5	I	E-mail addi.ess (Optional)	As mentioned on Form lsR-1, alternatively the E-mail address available in the CML as enclosed will be updated in the folio.
	I		As mentioned on Form lsR-1, alternatively the mobile number available in the
6		Mobile	CML as enclosed will be updated in the folio.
	I	Specimen Signature	Provide banker's attestation of the signature of the holder(s) as per Form lsR -
7			2 and Original cancelled cheque leaf bearing the name of the first holder.
			Submit these Form(s) separately for each listed company.
			Use any ONE of the following options.) I SH-13 For First Time Nomination
8		Nominatlon	I SH-14 For Cancellation or Variation in Nomination
			1] SH-14 and ISR-3 For Cancellation of Nomination and to "Opt-Out"
			1] lsR-3 To "OPT0ut" of Nomination or if No Nomination is required

Note:

1) Jn case Of 3ddltional follos for soourttl®s h®Id under the same First Named hold®r for Compenies managed by tl® same RTA, dctail8 of such follos to be complcted in Annexuro to Form ISR-1 along \^th the requlred declaration and authonsation. above blank forms along vith the mode Of 8ubmLssion are ar/ailabl® on our vr®betoe P® `.Z12

Annexure to Form lsR -1

(SEBl/HO/M IRSDn]OD-1 /P/CIR/2024/37 dated May 07,2024)

REQUEST FOR REGISTERING PAN, KYC DETAILS OR CHANGES / UPDATloN THEREOF, lN THE UNDERSTATEI) COMPANIES

[For Securities (Shares / Debentures / Bonds, etc.) of listed companies held in physical form]

Dear Sir/Ivladam,

I/We request you(RTA), to register / update the details of PAN and KVC details I n the following additional Companies where the securities are held in my/our name(s) and the first named holder is in the same order as that which is mentioned in ForTn lsR-1.

Pl r.ate.. use Of this Annexure i^Iithout Form ISR-1, will be rejected. Darfe.. I I Sr.No Name of the lssuer Company Folio No. Quantity of Face Value Start-Distinctive EndDistinctive Securities ofSecurities ( Optional ) ( Optional )

(Use a copy of this sheet, if ex(ra space is requlred)

Authorization: I/We authorise you (RTA) to update the PAN and KYC details as provided by me/us as per Form lsR-1, in my / our above Folio No(s), held in my / our name(s) in which ltwe are tlie holder(s) of secunties where first holder remains unchanged. The original Form lsR-1, duly filled in by me/us is attached with Annexure to Form ISR-1.

DeclaraGon: AII the above facts and docLiments enclosed are the and correct.

First Named Holder	Joint Holder - 1	Joint Holder - 2	Joint Holder -3
I
fi

Note: If -m®ntloned abeve differs from the address raglsterod with the Company, you are requested to record tri® n ubmittlng the documents as per the lnstructlons stated in poln( (3) of Foin lsR-1.

(uFl 111 lsR-1 to update PAN and otli®r KYC d®talls a. provld®d ln Foclils.u.Icompanl®s.aervlcedbyil.,)in ISR-1 wh®ro you .r® the RE 'dt:ri:Tu

Form $ISR - 2$

(SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 07,2024)

Confirmation of Signature of Securities Holder by the Banker

Bank contact details 2.
Postal Address
Mobile/Tel number
E-mail address
Bank Account number З.			attach original cancelled cheque leaf
Account opening date 4.
5. Account holder's PAN		Account Holder's Name
i)	i)
$\mathbf{ii}$	ii)
$\overline{\mathbf{iii}}$	iii)
iv)	iv)	$\bullet$
6. Latest photograph of the account holder(s)
i) Holder Photo Account holder(s) details as per Bank Records 7.	ii)- Holder Photo	iii)- Holder Photo	iv)- Holder Photo
a) Address
Mobile/Tel number b)
Email address $\overline{c)}$
Signature(s) of the Holder(s) d)
i)
ii)
iii)
iv)			Bank Manager's Signature and Bank Seal
-- (To be Mandatorily Filled by the Bank Official) --
		Name of the Bank Manager:
	Employee Code:
Dātš'o Mobile / Tel no:	Email_id:

"to CHEM

Riegistered Office: 4th Floor, Sambava Chambers, Sir. P. EL Road, Fort, Mumbai, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 FFax: 00 91 (22) 2202 4657 Email: info@ami)hrav.com Website : www. triochem roducts.com Corporate Identity Number: L2 4249MH 1972PLC015544

Fom No.: MGT -11

PRORT FORM

qursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies

(Management and Administration) Rules, 2014)

Regd. Folio No.	*DP ID
No. of Shares held	*CL ID

I / We, being the member(s)of	Shares of the above-named Company, hereby appoint:
-------------------------------	----------------------------------------------------	--

1).	Name	& Address:

Emal ld:	Siantue	or failing bin / her

2). Name & Address: _

Email ld:	Siuntue	or filing hin / her

	3). Name & Address:

Emal ld:	Siantue	or frfug him / her

and whose sigmtures are appended below as my / our proxy to attend and vote for me / us and on my / our behalf at the 53rd Annual General Meeting of the Company, to be held on Wednesday, the 25th day of June 2025 at 03.00 p.in. at 4th Floor, Sambava Chambers, Sir. P. M. Road, For(, Mumbai - 400001 and at any adjournment thereof in respect of such resolution as arc indicated below:

Sl. No. of Resolution (as in the Notice annexed)

ITick Mark the Sl. No. of Resolution of which the Proxy is appointed)
Signed this_ day of 2025
Member's FolioDP ID-Chent ID No.:

Signature of Shareholder(s)

Signature of Proxy holder(s)

Affix Revenue Stamp

•0,#

*

R|Ss¢ered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mufnbai, Maharashtra, PIN: 400001. Tclcphone: 00 91 (22) 2266 3150 FFax: 00 91 (22) 2202 4657 E-mail: info@aniDhrav.com Wchsite: www.tnochemoroducrs com Corporate Identity Number: L24249MH1972PLC015544

BAI.LOT FORM

Sr. No.	Particulars	Details
1.	Name and Registered Address of the
	SoleITirst named Shareholder
2.	Name(s) of the Joint Holder(s) (if any)
3.	Registered Folio No./
	DP ID No. and Client ID No.
4.	Number of Share(s) held

I / We hereby exercise my / our vote(s) in respect of the Resolutions set out in the Notice of the 53rd Annual General Meeting (AGM) of the Company to be held on Wednesday, 25th June 2025, by sending my / our assent or dissent [o the said Resolution by placing the tick (Y) mark at the appropriate box below:

Item	Resolution	No. of	¢OR)	(AGAINST)
No.		Shares	I/Weassenttotheresolution	I / Wc dissentfromtherrolution
1.	To receive, consider and adopt the Audited Fimncial
	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 Ramu Deora
	@IN: 00312316), who retires by rotation and being ehigible,
	offers himself for re-appointment.
3	To appoint a Director in place of Mr. Ramu Sitaram Deora
	@IN: 00312369), who retires by rotation and being eljgivle,
	offers himself for re-appointment.
4todu	To appoint M/s. Ragivl Chokshi & Co, Company Secretaries
	as the Secretarial Auditors of the Company, to hold office
	for a period of 5 (five) consecutive years commencing from
	conclusion of 53'd Annual General Meeting till the

Reastered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbai, Mcharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 2202 4657 E-mall: info@amDhrav.com

Website: www. triochemDroducts. com Corporate Identity Number: L24249MH 1972PLC015544

	conclusion of the 58th Annual General Meeting of the
	Company
5	To approve the continuation of directorship of Mr. Ranu Sitaram Deora PIN: 00312369), aged 88 years as a `Non Exeoutivc Non-Independent Director' of the Company, who
	is Lial)le to retire by rotation and had offered himself for re appointment.
6	To Appointment of Mr. Shailendra Omprakash Mishra @IN: 07373830) as an Independent Director for a tern of five years.
7	To Appointment of Mr. Vipul Amul Desai @IN: 02074877) as an Independent Director for a ten of five years.
8.	Authorization for related party transaction u/s 188 of the Companies Act, 2013.

rsien ature Of the Sharcholderl

Note: Please read the instructions printed below carefuuy before exercising your vote

Insrmction

• 1. The Ballot Form is provided for the benefit of the Members who do not have access to e-voting facilrty.
• 1. A Member can opt for only one mode Of voting i.e. either through e-voting or by Ballot. If a Member cast votes by hath modes, then voting done through e-voting shall prevail and Ballot shall be treated as invalid.
• 1. For detailed instniction on e-voting, please refer to the notes appended to the Notice of the AGM.
• 1. The Scrutinizer will collate the votes dowhoaded from the e-voting system and votes received through post to declare the final result for each of the Resolution foming part Of the Notice of the AGM.

Process and manner for Member opting to vote ly using the Bauot Fom

1. Please complete and sign the Ballot Fom (no other form or photocopy thereof is pemitted) and send it so as to reach the Scmtinizer appointed by the Board of Directors of the Company, Mrs. Ragivi Chckshi,

g Company Secretary quembership No.: FCS1436) at the office of Company's ReSstrar &

Reestered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbai, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 FFax: 00 91 (22) 2202 4657 Email: info@anohrav.com

Website : www. triochemDroducts. com Corporate Identity Number: L24249MH 1972PLC015 544

• 1. The Form should be signed by the Member as per the Specimen signature registered with the Companyroepositories. In case of joint holding, the Form should be completed and singed by the first named Member and in histher absence, by the next named joint holder. A power of Attorney ¢OA) holder may vote on behalf of a member, mentioning the reSstration number of the POA reustered with the Company or enclosing an attested copy of the POA Exercise of vote by Ballots not pemitted through Proxy.
• 1. In case the shares are held by companies, trusts, societies, etc. the duly completed Ballot Form should be accompanied by a certified true copy of the relevant Board Resolution/Authorization.
• 1. Votes should bc cast in case of each resolution, either in fivor or against by putting the tick (V) marks in the column provided in the Ballot.
• 1. The voting rights of shareholders shall be in proportion of the share held by them in the paid-up equity share capital of the company as on 18tb June 2025 and as per the Register of Members of the Company.
• 1. Duly completed Ballot Form should reach the Scrutinizer not later than Tuesday, June 24, 2025 (05.00 p.in. IST). Ballot Form received after June 24, 2025, will be strictly treated as if the reply tom the Members has not been received.
• 1. A Member may request for a duphicate Bauot Fom, if so required. However, duly filled in and signed duphicate Form Should reach the Scnitinjzcr not Later than the date and time specified in schal no. 6 ahave.
• 1. Uusigned, incomplete, improperly, or incorrectly tick marked Ballot Forms will be rejected. A Fom will also be rejected if it is received tom, defaced, or mutilated to an extem which makes it difficult for the Scrutinizer to identify either the Member or as to whether the votes are in favor or against or if the signature cannot be verified.
• 1. The decision of the Scrutinizer on the validity of the Ballot Fom and any other related matter shall be froal.
• 1. The Results on above resolutions shall be declared not later than 48 hours from the conclusion of the AGM of the Company and the resolutions will be deemed to be passed on the AGM date subject to receipt of the requisite number of votes in favor of the Resolutions.
• 1. The Results declared along with the Scrutinizer's Report(s) will be available on the website of the Company (www.triochemproducts.com) and on Service Provider's website (www.cdslindia.com) and

Registered Office: 4^th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbai, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 2202 4657 E-mail: info@amphray.com Website: www.triochemproducts.com Corporate Identity Number: L24249MH1972PLC015544

Form No.: MGT - 12

Polling Paper

(Pursuant to Section 109(5) of the Companies Act, 2013 and Rule 21(1)(c) of the Companies (Management

and Administration) Rules, 2014)

Name of the Company: Triochem Products Limited

Registered Office: 4th Floor, Sambava Chambers, Sir P. M. Road, Fort, Mumbai - 400001

CIN: L24249MH1972PLC015544

BALLOT PAPER
Sr. No.		Particulars	Details
Name of the First named Shareholder $\mathbf{1}$ .
		(in Block Letters)
2.		Postal address
3.		Registered Folio No. /*Client ID No.
		(*applicable to investors holding shares in
		dematerialized form)
Class of Share $\overline{4}$ .			Equity Shares
		I hereby exercise my vote in respect of Ordinary / Special Resolutions enumerated below by recording my
		assent or dissent to the said resolution in the following manner:
No.		Item No.	No. of	I assent	I dissent
			Shares	to the	from the
			held by me	resolution	resolution
$\mathbf{1}$ .		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 Ramu
		Deora (DIN: 00312316), who retires by rotation and
	being eligible, offers bimself for re-annointment.

ReSstered Office: 4th Floor, Samhava Chambers, Sir. P. M. Road, For(, Mumbai, Mcharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 2202 4657 E-mail: info@ami)hrav.com

Wchsi.e: www.tnochemDroducts.com Corporate Identity Number: L24249MH1972PLC015544

	being eLigivle, offers hinself for re-appointment.
4.	To appoint M/s. Ragivi 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 58'h Annual General Meeting of the Company
5.	To approve the continuation of directorship of Mr.
	Ramu Sitaram Deora PIN: 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
	@IN: 07373830) as an Independent Director for a
	term of five years.
7.	To Appointment of Mr. Vipul Amul Desai a)IN:
	02074877) as an Independent Director for a term of
	five years.
8.	Authorization for related party transaction u/s 188 of
	the Companies Act, 2013.
Place
Date:		(Signatune of the SharehoLder*)

(*as per Company records)

HEM PRODUCTS I.IMITED

RiSstered Office: 4th Floor, Sambava Chambers, Sir. P. M Road, Fort, Mumhai, Maliarashtra, PIN: 400001. Telaphone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 2202 4657 E.mall: info@anl)hrav.com Wchsite : www. triochemDroducts. com Email: investor@ triochem I)roducts. com CcorporateldentityNumber:L24249MH1972PLC015544

NameofthcAttendingMember(s):
*Folio No.:
DP ID No.:
Client ID No.:
No. of Shares:
	I hereby record my presence at the 53nd ANNUAL GENERAL MEETING of the Company held at 4th Floor,
	Sambava Chambers, Sir P.M. Road, Fort, Mumbai - 400 001, at 03.00 p.in. on Wednesday, the 25'h June
2025.
Name of the attending ShareholderAroxy
Signature of the attending
ShaeholderAroxy
Notes:

ATTrmINCE sllp

• 1) A Member / Proxy holder attending the meeting must bring the Attendance Ship to the meeting and hand it over at the entrance duly signed.
• 2) A Member / Proxy holder attending the meeting should bring copy of the Annual Report for reference at the meeting.

*Apphicable in case of share held in Physical Fom

Cut Here

EIf CTRONIC VOTING PARTICUALRS

EVSN	User ID	CAN / Sequence Number)
¢lectronic Voting Sequence Number)

NOTE: Please read the complete instructions given under the Note (The instructions for shareholders voting electronically) to the Notice of Annual General Meeting. The Voting time starts from 22nd June 2025 from 09.cO a.in. to ends on 24'h June 2025 at 05.00 p.in. The voting module shall be disabled by CDSL for

Notes
Product
$\mathcal{S}$
och. 直空 Mumbai n

roducto
Mumbai