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Company Information

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TROM INDUSTRIES LTD.

12 December 2025 | 12:00

Industry >> Electric Equipment - General

Select Another Company

ISIN No INE0SYV01018 BSE Code / NSE Code / Book Value (Rs.) 50.84 Face Value 10.00
Bookclosure 27/09/2024 52Week High 280 EPS 5.02 P/E 15.05
Market Cap. 69.42 Cr. 52Week Low 68 P/BV / Div Yield (%) 1.49 / 0.00 Market Lot 600.00
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 Directors are pleased to present the 6th Annual Report on the business and operations of the Company
along with the Audited Financial Statement for the Financial Year ended on 31st March, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31st March, 2025 and for the
previous financial year ended on 31st March, 2024 is given below:

Particulars

2024-25

2023-24

Revenue from operations

9,332.11

5,434.88

Other Income

58.68

19.79

Total Income

9,390.79

5,454.67

Total Expenses

8,776.92

4,694.08

Profit / Loss before Exceptional and Extra Ordinary
Items and Tax Expenses

613.87

760.59

Less: Exceptional and Extra Ordinary Items

0.00

0.00

Profit / Loss before Tax Expenses

613.87

760.59

Less: Current Tax

162.36

195.98

Deferred Tax

(9.65)

(4.37)

Tax Related to Earlier Years

0.00

0.00

Profit / Loss for the Period

461.17

568.98

Earnings Per Share (EPS)

Basis

5.57

8.82

Diluted

5.57

8.82

2. OPERATIONS:

The total revenue from operations for Financial Year 2024-25 is Rs. 9,332.11 Lakhs as compared to total
revenue from operations of Rs. 5434.88 Lakhs for previous Financial Year. The Company has incurred
Profit before tax for the Financial Year 2024-25 of Rs. 613.87 Lakhs as compared to Profit of Rs. 760.59
Lakhs for previous Financial Year. The Net Profit after tax for the Financial Year 2024-25 is Rs. 461.17
Lakhs as compared to Net Profit after tax Rs. 568.98 Lakhs as compared for previous Financial Year. The
Directors are continuously looking for the new avenues for future growth of the Company and expect
more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2024-25, there was no change in nature of Business of the Company.

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,
2025 is available on the Company's website at
www.tromindustries.com.

5. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

The Authorized Equity share capital of the Company on 31st March, 2025 is Rs. 11,00,00,000/- (Rupees
Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs. 10/- (Rupees
Ten Only).

B. PAID-UP SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31st March, 2025 is Rs. 9,19,48,660/- (Rupees
Nine Crores Nineteen Lakhs Forty-eight Thousand Six Hundred Sixty Rupees Only) divided into
91,94,866 (Ninety-one Lakhs Ninety-four Thousand Eight Hundred Sixty-six) equity shares of Rs. 10/-
(Rupees Ten Only).

During the year, the Paid-up Share Capital of the Company had increased from Rs. 6,46,72,660/- (Rupees
Six Crores Forty-Six Lakhs Seventy-Two Thousand Six Hundred and Sixty Only) to Rs. 9,19,48,660/-
(Rupees Nine Crores Nineteen Lakhs Forty-Eight Thousand Six Hundred and Sixty Only) was affected
through allotment of equity shares in Initial Public Issue in the Board Meeting held on 30th July, 2024.

6. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, the Board of Directors do not
recommend any dividend for the Financial Year 2024-25 (Previous year - NIL).

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or
unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund
("IEPF"). During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid
Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to
the said account. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund.

8. TRANSFER TO RESERVES:

The profit of the Company for the Financial Year ending on 31st March, 2025 is transferred to profit and
loss account of the Company under Reserves and Surplus.

9. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND IOINT
VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

10. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE
FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

A. INITIAL PUBLIC OFFER (“THE IPO”):

During the year, on 30th July, 2024, the company, vide its Board Meeting, had allotted 27,27,600
(Twenty-Seven Lakh Twenty-Seven Thousand Six Hundred) Fully Paid Equity Shares of face value of Rs.
10/- (Rupees Ten Only) each per Equity share, at a price of Rs. 115/- (Rupees One Hundred and Fifteen
Only) per Equity share (including a premium of Rs. 105/- (Rupees One Hundred and Five Only) per
share, aggregating to Rs. 31,36,74,000/- (Rupees Thirty-One Crores Thirty-Six Lakhs Seventy-Four
Thousand Only) for cash consideration.

Consequently, the Paid-up Share Capital of the Company had increased from Rs. 6,46,72,660/- (Rupees
Six Crores Forty-Six Lakhs Seventy-Two Thousand Six Hundred and Sixty Only) to Rs. 9,19,48,660/-
(Rupees Nine Crores Nineteen Lakhs Forty-Eight Thousand Six Hundred and Sixty Only).

11. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant material orders have been passed by the Regulators or Courts or Tribunals impacting the
going concern status and Company's operations in future.

12. BOARD MEETINGS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between
two meetings not exceeding 120 days to take a view of the Company's policies and strategies apart from
the Board Matters.

During the year under the review, the Board of Directors met 11 (Eleven) times viz. 1st April, 2024, 5th
April, 2024, 10th May, 2024, 6th July, 2024, 13th July, 2024, 18th July, 2024, 29th July, 2024, 30th July, 2024,
5th September, 2024, 14th November, 2024 and 1st March, 2025.

13. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013,
to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31st March, 2025 the applicable
accounting standards have been followed and there is no material departure from the same;

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 financial year and of the profit of the company for the
financial year ended on 31st March, 2025;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 2013 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;

e. The Directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are 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.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year the Company is covered under the criteria of the provision of Section 135 of the
Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and
therefore it is mandatory to comply with the same.

The Company has formed the CSR Committee as per the Section 135 of the Companies Act, 2013. On
recommendation of CSR Committee, the Board of Directors of the Company has approved the CSR Policy
which is available on the website of the Company i.e.
www.tromindustries.com.

The Company has spent the amount on CSR Activities for the financial year 2024-2025 as per Schedule
VII of the Companies Act, 2013. The Company has duly spent the amount within time prescribed under
Section 135 of the Companies Act, 2013. The CSR Report separately attached here with as
Annexure -1.

15. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors' Report:

There were no qualifications, reservations, adverse remarks or disclaimer made by the Auditors in their
report on the financial statement of the Company for the financial year ended on 31st March, 2025.

ii. Secretarial Auditor's Report:

There are no adverse observations in the Secretarial Audit Report which call for explanation.

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

The details of loans, investment, guarantees and securities covered under the provisions of section 186
of the Companies Act, 2013 are provided in the financial statement.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All the transactions to be entered by the Company with related parties will be in the ordinary course of
business and on an arm's length basis. Further, particulars of contracts or arrangements with related
parties referred to in Section 188(1) of the Companies Act, 2013 read with rule 8(2) of the Companies
(Accounts) Rules, 2014, in Form No. AOC-2 is enclosed herewith as
Annexure II.

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement
across the organization. The same is subject to review periodically by the internal audit cell for its
effectiveness. During the financial year, such controls were tested and no reportable material
weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test
the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by
ICAI. Their expressed opinion forms part of the Independent Auditor's report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial
and financial reporting risks. The internal financial controls have been documented, digitized and
embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews,
control self-assessment, continuous monitoring by functional experts. We believe that these systems
provide reasonable assurance that our internal financial controls are designed effectively and are
operating as intended.

During the year, no reportable material weakness was observed.

19. RESERVES & SURPLUS:

Sr. No.

Particulars

Amount

1.

Balance at the beginning of the year

575.93

2.

Current Year's Profit / (Loss)

461.17

3.

Other Adjustments

-

4.

Amount of Securities Premium and other Reserves

2718.04

Total

3755.14

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT
POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk
minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure
smooth operations and effective management control. The Audit Committee also reviews the adequacy
of the risk management frame work of the Company, the key risks associated with the business and
measures and steps in place to minimize the same.

21. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND
OUTGO:

The Company has not undertaken any major initiatives with respect to conservation of energy or
technology absorption during the year under review. Hence, the particulars as required under section
134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014 are not
applicable.

Details of foreign exchange earnings or outgo during the year under review, are as follows:

(Amount in Lakhs)

Sr. No.

Foreign exchange earnings and outgo

F.Y. 2024-25

F.Y. 2023-24

1.

Foreign exchange earnings

Nil

Nil

2.

CIF value of imports

Nil

Nil

3.

Expenditure in foreign currency

Nil

Nil

22. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements
on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is
designed to create a high-performance culture. It enables the Company to attract, retain and motivate
employees to achieve results. The Company has made adequate disclosures to the members on the
remuneration paid to Directors from time to time. The Company's Policy on director's appointment and
remuneration including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Section 178 (3) of the Act is available on the website of the
Company at
www.tromindustries.com.

23. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI). The Company has devised proper systems
to ensure compliance with its provisions and is in compliance with the same.

24. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the
Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed
against the Company by its officers or employees, the details of which would need to be mentioned in the
Board's Report.

25. STATE OF COMPANY'S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation
34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a
detailed write up and explanation about the performance of the Company.

26. STATEMENT ON ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual
Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the
feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate
governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities
and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman
of NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors.
These meetings were intended to obtain Directors' inputs on effectiveness of the Board / Committee
processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board
as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive
Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors
and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and individual
directors was discussed.

The evaluation process endorsed the Board Members' confidence in the ethical standards of the
Company, the resilience of the Board and the Management in navigating the Company during challenging
times, cohesiveness amongst the Board Members, constructive relationship between the Board and the
Management, and the openness of the Management in sharing strategic information to enable Board
Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its
committees and individual directors as per the formal mechanism for such evaluation adopted by the
Board. The performance evaluation of all the Directors was carried out by the Nomination and
Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole
was carried out by the Independent Directors. The exercise of performance evaluation was carried out
through a structured evaluation process covering various aspects of the Board functioning such as
composition of the Board & committees, experience & competencies, performance of specific duties &
obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) 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 by way of individual feedback
from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

27. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and
employees to report concerns about unethical behaviour, actual or suspected fraud or violation of
Company's Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed "Business Conduct Policy". Every employee is required to review and sign the
policy at the time of joining and an undertaking shall be given for adherence to the policy. The objective
of the policy is to conduct the business in an honest, transparent and in an ethical manner. The policy
provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

28. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party
transactions which may have potential conflict with the interest of the Company at large. Suitable
disclosures as required are provided in AS-18 which is forming the part of the notes to financial
statement.

29. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has
received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014 during the Financial Year 2024-25.

30. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of
the Company under the Insolvency and Bankruptcy Code 2016.

31. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and
Financial Institutions.

32. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No.

Name

Designation

DIN / PAN

1.

Mr. Jignesh Bharatbhai Patel

Managing Director cum
Chaiman

07093538

2.

Mr. Pankaj Tanaji Pawar

Executive Director

07093588

3.

Mr. Amrutbhai Gopalbhai Patel

Non-Executive Non¬
Independent Director

09269212

4.

Mr. Jitendra Pradipbhai Parmar

Non-Executive Independent
Director

09699769

5.

Ms. Drashtiben Prafulbhai Dedaniya

Non-Executive Independent
Director

10219807

6.

Ms. Aishwarya Singhvi

Non-Executive Independent
Director

10241207

7.

Mr. Parth Bhupendrakumar Thakkar

Chief Financial Officer

AVEPT9066A

8.

Ms. Priya Arora

Company Secretary and
Compliance Officer

BMZPA9257P

There has been No change in the composition of the Board of Directors of the Company during the
Financial Year 2024-25 and till the date of Board's Report.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

33. DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Aishwarya Singhvi, Ms. Drashtiben Prafulbhai Dedaniya and Mr. Jitendra Pradipbhai Parmar are
Independent Directors of the Company have confirmed to the Board that they meet the criteria of
Independence as specified under Section 149(6) of the Companies Act, 2013 and are qualified to be
Independent Director. They also confirmed that they meet the requirements of Independent Director as
mentioned under Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015. The confirmations were noted by the Board.

34. CORPORATE GOVERNANCE:

Since the Company has listed its specified securities on the SME Exchange therefore by virtue of
Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the
compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses
(b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to
the Company. Hence, Corporate Governance does not form part of this Board's Report.

35. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any
deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or
payment of interest during the financial year.

36. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has
carried the evaluation of its own performance, performance of Individual Directors, Board Committees,
including the Chairman of the Board on the basis of attendance, contribution towards development of
the Business and various other criteria as recommended by the Nomination and Remuneration
Committee of the Company. The evaluation of the working of the Board, its committees, experience and
expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed
their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non - Executive
Directors were evaluated in terms of their contribution towards the growth and development of the
Company. The achievements of the targeted goals and the achievements of the expansion plans were too
observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

37. AUDITORS:

A. Statutory Auditor:

We were appointed M/s. Milind Nyati & Co., Chartered Accountants (Firm Registration No.: 014455C)
for 4 financial years i.e. from the conclusion of this 5th Annual General Meeting till the conclusion of 9th
Annual General Meeting to be held in the year 2028, at a remuneration as may be decided by the any of
Directors of the Company in consultation with the Auditors thereof.

There are no qualifications, reservations or adverse remarks made by M/s. Milind Nyati & Co., Chartered
Accountants, the Statutory Auditors of the Company, in their report for the Financial Year 2024-25.

The Auditor's report for the financial year ended on 31st March, 2025 has been issued with an
unmodified opinion by the Statutory Auditors and the report is part of the Annual Report.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Mr.
Gaurav Bachani, Proprietor of M/s. Gaurav Bachani & Associates, Company Secretaries, Ahmedabad as a
Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure - IV in
Form MR-3. There are no adverse observations in the Secretarial Audit Report which call for
explanation.

38. DISCLOSURES:

A. Audit Committee:

The Board of Directors of our Company in its Meeting held on 1st April, 2024, 6th July, 2024, 13th July,
2024, 5th September, 2024 and 14th November, 2024 has in pursuance to provisions of Section 177 of the
Companies Act, 2013, constituted Audit Committee:

The constitution of the Audit Committee is as follows:

Name

Designation

Nature of
Directorship

No. of the Committee
Meetings entitled

No. of the
Committee
Meetings attended

Ms. Aishwarya Singhvi

Chairperson

Non-Executive
Independent Director

5

5

Mr. Jitendra Pradipbhai
Parmar

Member

Non-Executive
Independent Director

5

5

Mr. Jignesh Bharatbhai
Patel

Member

Managing Director

5

5

B. Nomination and Remuneration Committee:

The Board of Directors of our Company in its Meeting held on 6th July, 2024 has in pursuance to
provisions of Section 178 of the Companies Act, 2013 constituted Nomination and Remuneration
Committee.

The constitution of the Nomination and Remuneration Committee is as follows:

Name

Designation

Nature of
Directorship

No. of the Committee
Meetings entitled

No. of the
Committee
Meetings attended

Ms. Aishwarya Singhvi

Chairperson

Non-Executive
Independent Director

1

1

Mr. Jitendra Pradipbhai
Parmar

Member

Non-Executive
Independent Director

1

1

Mr. Drashtiben
Prafulbhai Dedaniya

Member

Non-Executive
Independent Director

1

1

C. Stakeholders Relationship Committee:

The Board of Directors of our Company in its Meeting held on 5th April, 2024 in pursuance to provisions
of Section 178 of the Companies Act, 2013 constituted Stakeholders Relationship Committee.

The constitution of the Stakeholders Relationship Committee is as follows:

Name

Designation

Nature of Directorship

No. of the

Committee Meetings
entitled

No. of the
Committee
Meetings attended

Ms. Aishwarya Singhvi

Chairperson

Non-Executive
Independent Director

1

1

Mr. Jitendra Pradipbhai
Parmar

Member

Non-Executive
Independent Director

1

1

Mr. Jignesh Bharatbhai
Patel

Member

Managing Director

1

1

D. Corporate Social Responsihilitv Committee:

The Board of Directors of our Company in its Meeting held on 5th September, 2024 in pursuance to
provisions of Section 135 of the Companies Act, 2013 constituted Corporate Social Responsibility
Committee.

The constitution of the Corporate Social Responsibility Committee is as follows:

Name

Designation

Nature of
Directorship

No. of the Committee
Meetings entitled

No. of the
Committee
Meetings attended

Ms. Aishwarya
Singhvi

Chairperson

Non-Executive
Independent Director

1

1

Mr. Pankaj Pawar

Member

Executive Director

1

1

Mr. Jignesh
Bharatbhai Patel

Member

Managing Director

1

1

39. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management
continued to remain cordial during the year under review.

40. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and
accordingly such accounts and records are not required to be maintained.

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this
Report, and provides the Company's current working and future outlook as per
Annexure - III.

42. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company
has established connectivity with both the Depositories i.e. National Securities Depository Limited
("NSDL") and Central Depository Services (India) Limited ("CDSL") and the Demat activation number
allotted to the Company is ISIN: INE0SYV01018. Presently shares are held in electronic mode.

43. COMPLIANCE ON MATERNITY BENEFIT ACT. 1 961:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961,
and has extended all statutory benefits to eligible women employees during the year.

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

The Company has always been committed to provide a safe and conducive work environment to its
employees. Your Directors further state that during the year under review there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder
during the year:

a. number of complaints filed during the financial year - NIL

b. number of complaints disposed of during the financial year - NIL

c. number of complaints pending as on end of the financial year - NIL

45. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance
received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers,
Customers and other business associates who have extended their valuable sustained support and
encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation
for the commitment displayed by all executives, officers and staff at all levels of the Company. We look
forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

4th Floor, 421, Pramukh Tangent, Trom Industries Limited

Nr. Sargasan Cross Road,

Gandhinagar, Gujarat, India - 382 421

Sd/- Sd/-

Pankaj Tanaji Pawar Jignesh Bharatbhai Patel
Place:
Gandhinagar Director Managing Director

Date: 22nd August, 2025 DIN: 07093588 DIN: 07093538