Equity Analysis

To,

The Members

Your directors have pleasure in presenting the Annual Report of the Company together with the Audited Accounts for the financial year ended March 31^st, 2024.

Company has been indulged in the enhancement of shareholder value through sound business decisions, prudent to financial management and high standard of ethics throughout the organization.

During the year company in AGM held on 30/09/2023 passed the resolution and alerted its object clause by adding new activity of information technology and software development.

Ms. Ishu Agarwal (DIN 07734570) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment.

During the year following appointments/ resignation took place: -

Mrs. Ankita Agarwal company secretary cum compliance officer of the company resigned from the said position on 03.06.2024 and Ms. FUNNISHA was appointed as company secretary cum compliance officer of the company w.e.f. 01/07/2024

As on 31st March 2024, the Company has no subsidiary, Joint-Venture or Associate companies.

As on 31st March 2024, the Company has no subsidiary, Joint-Venture or Associate companies. Therefore, there is no requirement of consolidation Financial Statement.

DEPOSITS

During the year under review the Company has not accepted any deposit falling within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

During the year there was no significant and material order passed by any regulators or court or tribunal which would impact the going concern status and company’s operations in future.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal Audit functions reports to the Chairman of the Audit Committee and to Chairman and Managing Director of the Company.

The Internal Audit monitors and evaluates the efficiency and adequacy of internal control systems in the company. It’s compliances with operating systems, accounting procedure and policies at all locations of the Company.

Business Risk Assessment procedures have been set in place for self-assessment of business risks, operating controls and compliance with Corporate Policies. There is an ongoing process to track the evolution of risks and delivery of mitigating action plans.

The company Profit has increased as compared to last year. Even though the provisions of Companies Act, 2013 regarding corporate social responsibility are not attracted to the company yet the company has been indulged in the enhancement of shareholder value through sound business decisions, prudent to financial management and high standard of ethics throughout the organization.

RESERVES

During the year company has not transferred any amount general reserves.

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Nine (9) Board Meetings held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

During the year Financial Year from 1st April, 2023 to 31st March, 2024, the board of directors met Ten (10) times

1) 22.04.2023

2) 29.04.2023

3) 29.05.2023

4) 14.08.2023

5) 06.09.2023

6) 03.10.2023

7) 09.11.2023

8) 23.01.2024

9) 24.01.2024 10)07.02.2024

The Board has not recommended any dividend for the year 2023-24.

There was no material change during the year 2023-24 that affect the financial position of company and therefore no requirement was raised to disclose remedial measures.

Management has overviewed of the industry in respect of our company and observed that there was no important change in industry during the last year 2023-24 which had impacts on company’s performance.

CAPITAL AND DEBT STRECTURE

The Authorized Capital of the company is 8, 00, 00,000.00/- and paid-up Equity Share Capital as on 31st March, 2024 was 6,52,54,000.00/- each @ 10/- per share. There was no change in the capital structure of company and company has not issued any new share or convertible securities during the year 2023-24. The Company not issued shares with differential voting rights nor granted stock options nor sweat equity. Instead of above that the company was not issued any debentures, bonds, warrants or any non-convertible securities during the year 2023-24.

The company has not held any shares in trust for the benefit of employees where the voting rights are not exercised directly by the employees.

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors report as under:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

b) That the Directors have 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 or loss of the company for that period.

c) That the directors have 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) That the Directors have prepared the annual accounts on a going concern basis.

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

f) That 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.

The Company Board has two (2) Independent Directors i.e., Mr. Rajeev Garg and Mr. Rajesh Kumar Vaid. The company has received necessary declaration from both Directors under section 149 of the Companies Act, 2013 that they meet the criteria of independent laid down in section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

During F.Y. 2023-24, one (1) meeting of the Independent Directors was held on 7th February, 2024. The Independent Directors, inter-alia, reviewed the performance of Non-Independent Directors, board as a whole and Chairman of the Company, taking into account the views of executive directors and non-executive directors.

The current policy is to have an appropriate mix of executive, non-executive and independent Director to maintain the independence of the Board, and separate its functions of governance and management. As of 31st March, 2024, the Board had Five (5) Directors.

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 Companies Act, 2013 is in place and maintained by company as per law.

The detail of any loan or guarantee or securities and investments made during the year 2023-24 covered under the provision of section 186 of companies act, 2013 given under note 27 to financial statement.

There are materially significant related party transactions made by the Company with the Promoters, Key Management Personnel or other designated persons which may have potential conflict with interest of the Company at large. The AOC-2 as per the Companies Act, 2013 has been attached herewith under "Annexure A".

The information required to be furnished under section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is annexed in "Annexure B" herewith and forming part of this report.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today’s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company needs not to comply with the provisions of Section 135 of Companies act, 2013, as the company does not fall in eligibility ambit of Corporate Social Responsibility initiatives.

During the year under review, your Company enjoyed cordial relationship with workers and employees at all level.

As per the SEBI Circular No. SEBI/LAD NRO/GN/2015-16/013 dated 2^nd September, 2015, of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Paid-up equity capital as on the last day of previous financial year i.e., on 31^st March 2024 was 6,52,54,000.00/- and Net Worth was 3,26,51,306/-

Therefore, in terms of the said circular the compliance with the corporate governance provisions as specified in Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applied to our Company.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the Company.

The Audit Committee of the Company duly constituted by the following members: -

i) Mr. Rajeev Garg ii) Mr. Rajesh Kumar Vaid iii) Mr. Atul Kumar Agarwal

The Committee met Eight (8) times on 29.05.2023, 14.08.2023, and 06.09.2023, 03.10.2023 09.11.2023, 23.01.2024, 24.01.2024 and 07.02.2024 during the financial year ended March 31, 2024.

The Minutes of the Meetings of the Audit Committee are discussed and taken note by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are invited to the meeting as and when required.

No sitting fees have been paid to any director during the year. The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company. All members have attended the meeting in person.

The Nomination and Remuneration Committee of the Company duly constituted by the following members: -

i) Mr. Rajesh Kumar Vaid ii) Mr. Rajeev Garg iii) Mr. Atul Kumar Agarwal

The Committee met Four (4) time on 22/04/2023, 29/04/2023, 06/09/2023 and 03/10/2023 during the financial year ended March 31, 2024

No sitting fees have been paid to any director during the year. The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company. All members have attended the meeting in person.

The Stakeholders Relationship Committee of the Company duly constituted by the following members: -

i) Mr. Rajesh Kumar Vaid ii) Mr. Rajeev Garg iii) Mr. Atul Kumar Agarwal

The Committee met four (4) times on 10/04/2023, 11/07/2023, 06/10/2023 and 08/01/2024 during the financial year ended March 31, 2024.

No sitting fees have been paid to any director during the year. The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company. All members have attended the meeting in person.

During F.Y. 2023-2024, one (1) meeting of the Independent Directors was held on 7th February, 2024. The Independent Directors, inter-alia, reviewed the performance of Non-Independent Directors, board as a whole and Chairman of the Company, taking into account the views of executive directors and non-executive directors. No other Director was present in meeting except Independent Director.

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 vigil mechanism policy.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or Sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the code.

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company link https://tridevinfraestates.in/corporate-announcements/

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/S Cs Divya Rani, Company Secretary in Whole Time Practice to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "Annexure C" in the Form MR-3.

G A M S & Associates LLP was the statutory auditor of the company for the FY 2023-24 who was appointed in AGM held on 30/09/2022 for five years i.e 2022-2023 to 2026-2027.

The Independent Auditor Report is annexed herewith.

M/s Sandeep Kumar Singh & Co, (Firm Registration No. 035528N) who have been appointed as Internal Auditor of the company. As per the MCA Notification Dated 7th May, 2018 read with The Companies (Amendment) Act, 2017 also read with section 139 of Companies Act, 2013, there is no need to ratify the term of auditor in every ensuing Annual General Meeting till the continuation of his term. Hence, no resolution required to be inserted for ratification of Statutory Auditor. The Independent auditor report is annexed herewith.

There was qualification remark given by Statutory Auditor in the auditor report.

Qualification: The Company has used accounting software for maintaining its books of accounts for the financial year ended on March 31, 2024 which does not have a feature of recording audit trails (edit log) facility and the same has been operated throughout the year for all relevant transaction recorded in the software.

Management Reply: The Company is in the process of updating its accounting software to include the ability to record audit trails and alter logs. The company has accelerated the process of updating its accounting software, and soon it will be used to maintain its books of accounts audit trails (edit log) feature

There was no qualification, reservation and adverse remark given by Secretarial Auditor.

There have been no instances of fraud reported by the Statutory Auditors under Section 143 of the Act read with relevant Rules framed there under either to the Company or to the Central Government.

The company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as follows:

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

All the applicable Secretarial Standard was compiled by company during the year 2023-24. Applicable Secretarial Standard-1 and Secretarial Standard-2 took in consideration while meeting of Board of Directors and General meetings are conducted during the year. Secretarial Standard-4 was considered for preparation of Board Report of company during the year 2023-24.

The Company has not paid the Annual Listing Fees for the year 2023-24 so far to BSE where the

Company’s Shares are listed.

Your directors place on records their sincere appreciation of the services rendered by the employees of the Company. They are grateful to shareholders, bankers, depositors, Customers and vendors of the company for their continued valued support. The Directors look forward to a bright future with confidence.’'

The statements contained in the Board’s Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.