Your Directors have pleasure in presenting their 30th Annual Report on the business and operations of
the Company and the accounts for the Financial Year ended March 31, 2024.

1. Financial Results (Amt In Rs.)

2. Brief description of the Company's working during the year/State of Company's affair

The Company's operations have been discontinued and assets of the company have been sold by
Edelweiss Asset Reconstruction. Therefore, income from operations was Nil. The Loss was
Rs.15,76,207/-as compared to loss of Rs. 11,28,897/- during the previous financial year.

3. Dividend

Due to the loss incurred during the year, the Board of Directors of your Company does not
recommend any dividend for the Financial Year 2023-2024.

4. Reserves

Due to loss incurred during the year the amount is not transferred to reserves.

5. Share Capital

The paid up capital of the Company as on 31st March, 2024 was Rs.19,09,40,500. During the year
under review, the Company has not issued shares with differential voting rights, sweat equity shares
and shares under Employees Stock Option Scheme.

6. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company Mr.
Chandrakant Joshi Director retire by rotation at the forthcoming Annual General Meeting and being
eligible, offer himself for reappointment.

The Company has received declarations from the Independent Directors of the Company confirming
that they meet criteria of independence as prescribed both under the act and SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 2 (51) and 203 of the Act, the Key Managerial Personnel of the
Company are Mr. Chandrakant Joshi, Managing Director, Mr. Chetan Kothari, Chief Financial Officer
and Ms. Kajal Solanki, Company Secretary.

7. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided in the Annual Report is annexed as (Annexure-I)

None of the employee was drawing remuneration in excess of the limits set out in terms of the
provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the
Annual Report excluding the aforesaid information is being sent to the members of the Company.
The said information is available for inspection at the registered office of the Company during
working hours and any member interested in obtaining such information may write to the Company
at the registered office of the Company and the same will be furnished on request.

8. Meetings

During the year 6 Board Meetings and 6 Audit Committee Meetings were convened and held. The
details of which are given in the Corporate Governance Report. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013.

9. Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of
its own performance.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of
its own performance, the directors individually as well as the evaluation of the working of
Committee.

The manner in which the evaluation has been carried out is explained as follows:-

Pursuant to the provisions of the Act and the SEBI Listing Regulations, 2015, the Board has carried
out the annual performance evaluation of the Directors individually as well as evaluation of the
working of the Board and of the Committees of the Board, by way of individual and collective
feedback from Directors.

The following were the Evaluation Criteria:

a) For Independent Directors:

• Knowledge and Skills

• Professional Conduct

• Duties, Role and Functions

• Fulfillment of the Independence Criteria and their independence from the management

b) For Executive Directors:

• Performance as Team Leader/Member

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Set Key Goals and Achievements

• Professional Conduct and Integrity

• Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

10. Remuneration Policy

The policy of the Company on directors' appointment and remuneration, including the criteria for
determining qualifications, positive attributes, independence of a director and other matters, as
required under sub-section (3) of section 178 of the Companies Act,2013, is available on our
website, at http://www.tricomfruitproducts.com/download/Remmuneration%20Policy.pdf We
affirm that the remuneration paid to the directors is as per the terms laid out in the Remuneration
Policy of the Company.

11. Auditors and Auditors' Report
Statutory Auditors

M/s. A. K. Kocchar & Associates, Chartered Accountants, (Firm Registration No. 120410W), were re¬
appointed as Statutory Auditors of the Company at the 29th AGM held on 30th September,2023, to
hold office till the conclusion of 34th AGM of the Company. The Auditors have issued an unmodified
opinion on the Financial Statements for the financial year ended 31st March, 2024. The said
Auditors' Report(s) for the financial year ended 31st March, 2024 on the financial statements of the
Company forms part of this Annual Report.

Observations of Statutory Auditors on Accounts for the year ended 31st March, 2024

The Auditors Report for the financial year ended 31st March, 2024 does not contain any
qualification, adverse remark or reservation and therefore, do not call for any further explanation or
comments from the Board under Section 134(3) of the Companies Act, 2013.

12. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Hetal Doshi & Associates,
Company Secretaries, Practicing Company Secretary have been appointed Secretarial Auditors of
the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The
report is self-explanatory and do not call for any further comments.

13. Vigil Mechanism/Whistler Bowler Policy

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015. Agreement a Vigil Mechanism/
Whistler Bowler Policy for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy/ Whistler Bowler Policy has been uploaded on the website
of the Company at http://www.tricomfruitproducts.com/download%5CWhistle%20Blower%20
Policy.pdf

14. Risk Management Policy

The Company has framed a Risk Management Policy to identify and access the key business risk
areas and a risk mitigation process.

A detailed excise is being carried out that the organization faces such as strategic, financial, credit,
market, liquidity, legal, regulatory and other risks. The Board periodically reviews the risks and
suggests steps to be taken to control and mitigate the same through a properly defined framework.

15. Extract of Annual Return

The Annual Return as required under Section 92 and section 134 of the Companies Act, 2013 read
with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the
website of the Company at http://www.tricomfruitproducts.com/annual_report.html

16. Material changes and commitments, if any, affecting the financial position of the company which
have occurred between the end of the financial year of the company to which the financial
statements relate and the date of the report

There is no material changes and commitments, affecting the financial position of the company
which have occurred between the end of the financial year of the company to which the financial
statements relate and the date of the report except Company has applied for Corporate Insolvency
Resolution Process application with NCLT Mumbai Bench under Section 10 of Insolvency and
Bankruptcy Code, 2016 with the approval of Shareholders on 25th May,2022 and the Company's
petition Under Section 10 Of Insolvency and Bankruptcy Code, 2016 was admitted on 13th
August,2024 before Hon'ble NCLT Mumbai Bench wherein the Hon'ble Bench appointed Mr.
Prakash Dattatraya Naringrekar as the Interim Resolution Professional vide the said order. Pursuant
to the order of Commencement of the Insolvency Resolution process and in consonance with the
stipulation contained in section 17 of the IBC,2016, the powers of the Board of Directors of the
Company stand suspended and are vested in an excercised by Mr. Prakash Dattatraya Naringrekar,
Interim Resolution Professional.

17. Details of significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and company's operations in future

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

18. Adequacy of Internal Financial Controls

The Company has adequate internal financial controls in place with reference to financial
statements. These are continually reviewed by the Company to strengthen the same wherever
required. The Board addresses issues if any, raised by the Statutory Auditor in respect of Internal
Financial Control.

19. Deposits

The company has not accepted any deposit during the year.

20. Particulars of loans. guarantees or investments under section 186
No loans, guarantee or investments made during the year.

21. Particulars of contracts or arrangements with related parties

All related party transactions done by the Company during the financial year were at arm's length
and in ordinary course of business. All related party transactions were placed in the meetings of
Audit Committee and the Board of Directors for their necessary review and approval. During the
financial year your Company has not entered into any material transaction (as per SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015) with any of its related parties which
may have potential conflict with the interest of the Company at large. Disclosure pursuant to
Accounting Standards on related party transactions have been made in the notes to the Financial
Statements. To identify and monitor significant related party transactions Company has also framed
a policy on the related party transactions and the same is available on the Company's website
http://www.tricomfruitproducts.com/download%5CRelated%20Party%20Transactions%20Policy.
pdf

22. Corporate Governance Certificate

The Compliance certificate from the auditors regarding compliance of conditions of corporate
governance as stipulated in SEBI (Listing obligation and Disclosure Requirements) Regulation, 2015
annexed with the report.

23. Management Discussion and Analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st
March, 2024.

24. Disclosures
Audit Committee

The Audit Committee comprises of Three Directors, all of them are Non-Executive and two of them
are Independent Directors. All the Directors possess knowledge of corporate finance, accounts and
company law. An Independent, Non-Executive Director acts as Chairman of the Committee
Meetings. The Statutory Auditor are also invited to the meetings. The quorum of the Audit
Committee is two independent members.

25. Obligation of Company Under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

There is no requirement of Committee as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made there under as employees
are below the threshold limit.

26. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The Operation of the company is discontinued during the year so there is no usage of energy,
technology absorption and foreign exchange earnings and outgo.

27. Human Resources

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an
ongoing basis.

28. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of
the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

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

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.

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

29. Acknowledgments

An acknowledgment to all with whose help, cooperation and hard work the Company is able to
achieve the results.

By Order of the Board

Chandrakant Joshi Gajanan Posti Prakash Naringrekar

Managing Director Director Interim Resolution Professional

(DIN: 08398213) (DIN: 01166242) Reg. No. IBBI/IPA - 002/IP - N00270/2017 - 18/10783

Registered Office:

Gat No.336, 338-341,

Village Andori, TalukaKhandala
ShirvalPandarpur Road,

Satara - 415521. Maharashtra
CIN :L67120PN1995PLC139099
Place: Mumbai
Date : 30th August,2024