Tricom Fruit Products Ltd

To,

The Members,

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.

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.

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.

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

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.

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.

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.

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.

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.

• Knowledge and Skills

• Professional Conduct

• Duties, Role and Functions

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

• 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.

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.

M/s. A. K. Kocchar & Associates, Chartered Accountants, (Firm Registration No. 120410W), were reappointed 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.

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.

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

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.

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

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.

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.

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.

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.

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

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.

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

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.

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.

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.

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.

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.

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

Gat No.336, 338-341,

Village Andori, TalukaKhandala ShirvalPandarpur Road,

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

" The Order to initiate Corporate Insolvency Resolution Process under the provisions of Insolvency and Bankruptcy Code, 2016 was passed by the Hon'ble National Company Law Tribunal, Mumbai Bench on 13th August, 2024 and Mr. Prakash D.Naringrekar was appointed as Interim Resolution Professional . He has taken charge of Tricom Fruit Products Limited as per the order as well IBC, 2016 and the Report under consideration is approved after he took charge . Hence he has signed this report as a matter of requirements without assuming any responsibility for this document as the report pertains to the period upto 31st March 2024."

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TRICOM FRUIT PRODUCT LIMITED

1. Ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-2024 and percentage increase in the remuneration of each Director and Key Managerial Personnel(KMP) during the financial year 2023-24: -NIL

2. The percentage increasse in the median remuneration of employees in the financial year 2023-24 was 16.66%.

3. There were two permanent employees in the Company on the rolls of the Company as on March 31, 2024.

4. The average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out of there are any exceptional circumstances for increase in the managerial remuneration; Increase in Remuneration to Company secretary is because she is working with us since 2019 and now increment is due in her remuneration. The Key parameters of remuneration availed is as per remuneration policy of the Company.