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TRIVENI ENTERPRISES LTD.

27 August 2026 | 04:01

Industry >> Textiles - Readymade Apparels

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ISIN No INE916P01025 BSE Code / NSE Code 538569 / TRIVENIENT Book Value (Rs.) 1.90 Face Value 1.00
Bookclosure 30/09/2024 52Week High 2 EPS 0.02 P/E 42.50
Market Cap. 5.84 Cr. 52Week Low 1 P/BV / Div Yield (%) 0.54 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your Board of Directors (‘Board’) are pleased to present the 40th Annual Report of the Company
along with the Audited Financial Statements of the Company for the financial year ended as on 31st
March, 2025.

1. HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

(Amount in Rs)

Particulars

Current Financial Year
(2024-2025)

Previous Financial Year
(2023-2024)

Net Profit/(Loss)Before
Depreciation and Tax

25,22,714

19,80,385

Depreciation

Nil

Nil

Profit /(Loss) before Tax

25,22,714

19,80,385

Provision for Tax

6,55,906

5,14,900

Profit/ (loss) after Tax

18,66,808

14,65,485

Balance Brought forward

2,04,86,593

1,91,29,129

Tax - Earlier Years

Nil

1,08,021

Balance Carried to Balance
Sheet

2,23,53,401

2,04,86,593

2. BUSINESS OVERVIEW:

The Company is involved in the business of trading of textiles. The company is planning for expansion
of its business. The company wishes to expand and grow its business in imports, exports and
manufacturing unit also. The Net profit of the Company has Increased from
?.14,65,485/- to
?.18,66,808/- The Company’s policy of management has provided cushion effect to the adversities of
the market on the performance of Company.

3. DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and
with a view to conserve the resources, they do not recommend any dividend for the year ended 31st
March, 2025.

4. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of LODR Regulation 2015, the regulations related to Dividend
Distribution Policy are not applicable to the Company.

5. CHANGE IN NATURE OF BUSINESS:

There was no change in nature of business activity during the year.

6. TRANSFERS TO RESERVES:

The Company has not transferred any amount to the reserves during the financial year under review.
For complete details on movement in Reserves and Surplus during the financial year ended March
31,2025, please refer to the Note No. of the Standalone Financial Statement of the Company.

7. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as
the provisions of Section 135 of the Companies Act, 2013 are not applicable.

8. DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, directors, to
the best of their knowledge and belief, 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 had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively; and

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

9. EXTRACT OF ANNUAL RETURN:

In terms of the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return is available
www.trivenienterprisesltd.in.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were no contract or arrangements made with related parties as defined under Section 188 of the
Companies Act, 2013 during the year under review.

11. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTMENTS / RESIGNATIONS
DURING THE YEAR:

During the year no change in directors.

12. DETAILS OF DIRECTORS:

As on 31st March, 2025, the Board comprised of 3(Three) directors including 1 (One) independent
director. The Board has an appropriate mix of Executive, Non-Executive and Independent Directors,
which is in compliance with the requirements of the Companies Act, 2013. The details of the Board of
Directors are as below:

1. Mr. Arvind Gupta: Chairman and Whole time Director

2. Mr. Ramchandra Ramhit Varma: Director & CFO

3. Ms. Pintu: Independent & Women Director

I. RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s
Articles of Association, Mr. Arvind Gupta Whole time Director, retires by rotation at the
forthcoming Annual General Meeting and, being eligible offers himself for re-appointment. The
Board recommends his reappointment for the consideration of the Members of the Company at the
ensuing Annual General Meeting. Members are requested to refer the Notice of ensuing Annual
General Meeting for brief profile and other related information of Mr. Arvind Gupta, Executive
Director, retiring by rotation.

II. CHANGE IN DIRECTORS

There were no changes in directors Pursuant to the provisions of Section 203 of the Act read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board
of Directors of the Company appointed/ reappointed the following Directors and Key Managerial
Personnel:

III. KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013, as on 31st March, 2025, the following are
the Key Managerial Personnel (KMP) of the Company:

1. Mr. Arvind Gupta : Chairman and Managing Director

2. Mr. Ramchandra Ramhit Varma : Chief Financial Officer

*3.Ms. Nikita Chamaria: Company Secretary and Compliance Officer

Ms. Nikita Chamaria as Company Secretary and Compliance Officer resigned w.e.f August 5,
2025

13. DECLARATION BY THE INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to
be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the
relevant rules.

14. SHARE CAPITAL:

The Issued, Subscribed and paid-up equity capital of your company as on March 31, 2025 stood at Rs.
5,72,40,000/-comprising of 5,72,40,000 Equity shares of Re. 1/- each during the year under review.

15. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with deferential voting rights.

16. NUMBER OF MEETINGS OF BOARD DURING THE YEAR:

During the financial year under review, the Board of Directors met Five times. i.e 30th May 2024, 8th
August 2024, 04th September 2024, 13th November 2024, 13th February 2025 during the Financial
Year 2024-25. The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.

17. CASH FLOW STATEMENT:

As required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015 with the Stock Exchanges, the Cash Flow Statement is attached to the Balance
Sheet.

18. COMPOSITION OF AUDIT COMMITTEE:

Composition of Audit Committee as on March 31, 2025 as required under section 177(8) of the
Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

1. Mr. Ramchandra Varma

2. Mrs. Pintu

3. Mr. Arvind Gupta

19. STATUTORY AUDITORS:

The Board of Directors at their meeting dated August 19, 2025 recommended the appointment of M/s.
KARTA & COMPANY, Chartered Accountants (FRN:160122W) as Statutory Auditors of the
Company in place of M/s. SDG &Co, Chartered Accountants (FRN:137864W) who have tendered their
resignation w.e.f. August 14, 2025 as Statutory Auditors of the Company.

M/s. KARTA & COMPANY, Chartered Accountants (FRN:160122W) were appointed w.e.f. August
19, 2025 till the ensuing AGM to fill the casual vacancy caused due to resignation of M/s. SDG &Co
Associates, Chartered Accountants, (FRN:137864W)

Further, the Board of Directors of the Company at its meeting held on August 19, 2025 have appointed
M/s. KARTA & COMPANY, Chartered Accountants ((FRN: 160122W) for a term of 5 years, subject
to the approval of shareholders at ensuing Annual General Meeting, to hold office till the conclusion of
Annual General Meeting to be held in the year 2030.

The Board recommends to the members of the Company approval of appointment of M/s. KARTA &
COMPANY, Chartered Accountants ((FRN: 160122W) as the Statutory Auditors of the Company.
They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules
framed thereunder. As required under SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India.

20. . STATUTORY AUDITOR’S REPORT:

The Board has duly received the Statutory Auditor’s Report on the financial Statements of the
Company for the financial year ended March 31, 2025. The Report given by the Auditors on the
financial statements of the Company is forming part of the Annual Report. There has been no
qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report and the
observations made by the Auditors are self-explanatory and have been dealt with in Independent
Auditors Report & its annexures and hence do not require any further clarification.

Further, the Auditors have not reported any incident of fraud in the Company for the year under review
under section 143(12) of the Act.

21. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. HRU &
Associates, Practicing Company Secretaries have been appointed as Secretarial Auditor of the
Company. The report of the Secretarial Auditor is enclosed as
Annexure I to this report. The report is
self-explanatory however the Company has initiated necessary steps to comply with various non¬
compliances as mentioned under the Secretarial Audit Report.

22. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of
Section 73 of Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT, 2013:

During the period under review, Company has not given any loans, guarantees or investments to the
Company.

24. LISTING:

The Equity shares of the Company are listed on BSE Ltd and MSEI Limited under Scrip Code:
538569.

25. BOARD’S RESPONSE ON AUDITORS QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE:

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their
report or by the Company Secretary in Practice in the Secretarial Audit Report.

26. INTERNAL FINANCIAL CONTROLS:

The Directors had laid down internal financial controls to be followed by the Company and such
policies and procedures adopted by the Company 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. The Audit Committee evaluates the internal financial
control system periodically

27. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL
MEETING:

During the year under review, the Company has complied with the applicable Secretarial Standards i.e.
SS-1 and SS-2, relating to “Meetings of the Board of Directors” and “General Meetings”, respectively,
issued by The Institute of Company Secretaries of India.

28. COST AUDITOR:

The appointment of Cost Auditor for the Company is not applicable to the Company.

29. MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Management Discussion and Analysis Report is enclosed.

30. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS /
COURTS/ TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators / Courts / Tribunal which would
impact the going concern status of the Company and its future operations. Hence, disclosure pursuant
to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

31. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF
COMPANIES (ACCOUNTS) RULES, 2014:

The Company has an adequate internal financial control system, commensurate with the size of its
business operations.

32. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and
technology absorption are not required to be furnished considering the nature of activities undertaken
by the Company during the year under review. Further during the year under review, the Company has
neither earned nor used any foreign exchange.

33. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT:

The Company has developed & implemented Risk Management Policy. However, Company has not
come across any element of risk which may threaten the existence of the Company.

34. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES:

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence,
disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The Company is committed to provide a safe & conducive work environment to its employees and has
formulated ‘Policy for Prevention of Sexual Harassment’ to prohibit, prevent or deter any acts of
sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining
to sexual harassment, thereby providing a safe and healthy work environment. Internal Committees
have been set up to redress complaint(s) regarding sexual harassment. During the year under review,
no case of sexual harassment was reported. The details, of the complaints of sexual harassment if any,
received, disposed off or pending for more than 90 days are:

(a) Number of complaints of sexual harassment received in the year- NIL

(b) Number of complaints disposed off during the year- NIL

(c) Number of cases pending for more than ninety days- NIL

During the year under review, no complaints were filed with the Committee under the provisions of
the said Act in relation to the workplace/s of the Company.

36. STATEMENT THAT COMPANY HAS COMPLIED WITH MATERNITY BENEFIT ACT:

During the year under review, the Company has complied with respect to the provisions relating to the
Maternity Benefit Act 1961.

37. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not issued shares under employee’s stock options scheme pursuant to provisions of
Section 62 read with Rule 12(9) of Companies (Share Capital and Debenture) Rules, 2014.

38. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The company does not have any subsidiary companies or joint venture companies or associate
companies during the year under review. Also, there was no company which have become or ceased to
become the subsidiaries/joint ventures/associate company (ies) during the year.

39. CORPORATE GOVERNANCE:

As per the requirement of SEBI Circular No. Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 No. SEBI/LAD-NRO/GN/2015- 16/013
dated September 2, 2015, the listed companies having paid up equity share capital not exceeding Rs. 10
Crores and Net Worth not exceeding Rs.25 Crores, as on the last day of the previous financial year is
not required to comply with the norms of the Corporate Governance Report.

Since, the paid up equity share capital of the company is Rs. and Net Worth not exceeding Rs. 25
Crores as on financial year ending 31st March 2025, therefore, the provisions relating to the Corporate
Governance report are not applicable the company.

40. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8
of Companies (Share Capital and Debenture) Rules, 2014 during the Financial Year.

41. 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 significant and material orders passed by the Regulators/ Court who would impact the
going concern status of the Company and its future operations.

42. APPRECIATION:

We record our gratitude to the Banks and others for their assistance and co-operation during the year.

We also wish to place on record our appreciation for the dedicated services of the employees of the
Company. We are equally thankful to our esteemed investors for their co-operation extended to and
confidence reposed in the management.

By Order of the Board of Directors

Registered Office: For Triveni Enterprises Limited

Office No. S. No.7, (8,9) Mamata Ana Nd,

Sankul, Nashik Road, Sd/-

Nashik pune road Arvind Gupta

Nashik - 422101 Whole Time Director

Maharashtra DIN: 02912070

Date: September 02, 2025