Directors Report of Trescon Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting the 30thAnnual Report of the Company together with Audited Financial Statements for the year ended March 31, 2025. This report states compliance as per the requirements of the Companies'' Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other rules and regulations as applicable to the Company.

FINANCIAL REVIEW

The Company''s financial performance, for the financial year ended March 31, 2025 as compared to the previous financial year, is summarized below:

(Rs.in Lakhs)
Particulars	CONSOLIDATED		STANDALONE
Particulars	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue From Operations	934.88	0.00	934.88	0.00
Other Income	343.13	461.94	591.18	461.94
Total Revenue	1278.01	461.94	1526.06	461.94
Total Expenditure	1566.57	209.17	1511.44	209.15
Profit/(Loss) Before Tax	(288.56)	252.77	14.62	252.77
Tax Expenses
i) Current Tax	10.21	109.34	9.46	109.34
ii) Deferred Tax	(33.15)	(28.46)	26.55	(28.46)
iii) Short provision for earlier year tax	7.32	30.08	7.32	30.08
Profit/(Loss) After Tax	(263.54)	141.82	(28.71)	141.82

DIVIDEND

As the Company has not made adequate profits during the year, the Directors of your Company do not recommend any dividend for the financial year ended March 31, 2025.

STATE OF THE COMPANY AFFAIRS

The Company is engaged in the business of real estate. There has been no change in the business of the Company during the financial year ended March 31, 2025. Your directors carry out the operations with active care and precaution thereby enhancing shareholders value.

TRANSFER TO RESERVE

Your Directors does not propose to carry any amount to reserves, during the financial year ended March 31, 2025.

SHARE CAPITAL

During the year under review, the Authorized Share Capital of your Company as on March 31, 2025 stood at Rs. 75,00,00,000 divided into 7,50,00,000 Equity Shares of Rs.10/- each. The Issued, Subscribed Share Capital of your Company is Rs. 72,48,66,000 divided into 7,24,86,600 Equity Shares of Rs.10/- each and the Paid-up Share Capital is Rs. 70,77,16,750 divided into 7,02,00,000 Equity Shares of Rs.10/- each fully paid up, 22,86,500 Equity Shares of Rs.10/- each Partly Paid-up of Rs.2.5/- each and 100 Equity Shares of Rs.10/- each Partly Paid-up of Rs.5/- each.

APPROVAL FOR RECLASSIFICATION

The Company has received approval vide letter number LIST/COMP/ SHB/1726/2024-25 dated March 13, 2025 from BSE Ltd. for reclassification of outgoing promoters i.e. Mr. Vilas Kharche and Mr. Rohit Kharche (holding zero shares) from "Promoter and Promoter Group Category to Public Category" of shareholders of the Company.

The Company has acquired interest /ownership / voting rights in following LLP''S:

Name of LLP	Effective Date	Nature of consideration
M/s. Triveni Dwellwell Realtors LLP	September 02, 2024	Cash Consideration, Acquisition of 97% interest / ownership / voting rights by way of Capital Contribution
M/s. Triveni Housing Associates LLP	April 11, 2025	Cash Consideration, Acquisition of 60% interest / ownership / voting rights by way of Capital Contribution
M/s. Uprise Homes LLP	April 08, 2025	Cash Consideration, Acquisition of 85% interest / ownership / voting rights by way of Capital Contribution

No such governmental or regulatory approval is required by the Company for the said acquisition of the LLP. The Promoter/ Promoter Group has interested in the said acquisition to the extent of capital contributions /voting rights in the said LLP.

FIRST AND FINAL CALL NOTICE

The Company dispatched the first & final call notice dated October 22,2024 to partly paid-up equity holders for:

I. First and Final Call Money of INR 5 Per Partly Paid-up Equity Share having a Face Value of INR 10 Per Share for 100 partly paid-up equity shares and

II. First and Final Call Money of INR 7.5 Per Partly Paid-up Equity Share having a Face Value of INR 10 Per Share for 22,86,500 partly paid-up equity shares.

NOTICE OF FORFEITURE

The Company dispatched the notice of forfeiture dated July 23,2025 to partly paid-up equity holders for:

I.100 partly paid-up equity shares Face Value INR 10/- per share Unpaid Call Money INR 5/- per share M.13,86,500 partly paid-up equity shares Face Value INR 10/- per share Unpaid Call Money: INR 7.5/- per Share.

CONVERSION OF PARTLY PAID SHARES

The Company has received the first and final call money aggregating to INR 67,50,000 (Rupees Sixty-Seven Lakhs Fifty Thousand) from the total nine shareholders against the allotment of 9,00,000 Equity Shares, which were allotted to shareholders pursuant to Initial Public Offer.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

The details of financial statements of all Subsidiaries, Associates & Joint Ventures of the Company in the prescribed Form AOC-1 "Annexure 4" forms part of consolidated financial statements in compliance with Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014. The said format highlights the financial performance of each of the Subsidiaries, Associates & Joint Venture companies included in consolidated financial statements of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate report on Corporate Governance is provided separately along with a certificate from AVS & Associates, (Partner: Mr. Vijay, Yadav Membership No: F11990) the Secretarial Auditor of the Company, on its compliance, which forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board currently comprises of 6 Directors including 3 (three) Non-Executive-Independent Directors, 3 (three) Executive Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Board of Directors and Key Managerial Personnel remained unchanged during the year under review.

Mr. Sanjay Mehta (DIN: 03591761), Whole-time Director is liable to retire by rotation at the ensuing Annual General Meeting ("the AGM") and, being eligible he has offered himself for re-appointment. Your Board recommends his re-appointment with all his earlier terms and conditions of appointment remaining same. A resolution to the effect is placed in the Notice for the ensuing AGM for consideration / approval of the members for your consideration and approval.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act 2013, read with rules made thereunder, and Regulation 16(1)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II to the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out the annual performance evaluation of its own performance, board committees and the Directors individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

The Independent Directors of the Company met on February 12, 2025, without the presence of Non- Independent Directors and members of the management to review the performance of Non- Independent Directors and the Board of Directors as a whole, to review the performance of the Chairman and Wholetime Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the board of directors. The performance evaluation of the Independent Directors was carried out by the entire Board.

The Directors expressed their satisfaction with the evaluation process.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act 2013:

(a) that in the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(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 as at March 31, 2025, and of the profit of the Company for the year ended on that date;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared 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 were operating effectively; and

(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.

BOARD AND COMMITTEE MEETINGS

(a) Board Meetings

The Board of Directors of the Company met 4(Four) times during the financial year, i.e. May 23, 2024, August 12, 2024, November 12, 2024 and February 12, 2025. Details of the Board Meetings and attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

(b) Committees of the Board

With a view to having a more focused attention on the business and for better governance and accountability, the Board has constituted the Committees viz. Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee and Management Committee. The details with respect to the compositions, roles, terms of reference, etc. of relevant committees are provided in the Corporate Governance Report of the Company, which forms part of this Annual Report.

AUDITORS

(a) Statutory Auditors

The Shareholders of the Company, at the 28^th AGM held on September 28, 2024 approved the appointment of M/s. Namita & Co., Chartered Accountants (FRN: 151040W) for a term of 5 (five) consecutive years from the conclusion of 28^th AGM till the

The Notes to the Financial Statements are self-explanatory and do not call for any further comments.

The Reports given by the Statutory Auditors on the Consolidated Financial Statements of the Company for financial year 2024-25 contains the following observation:

Observation

Management Reply to Observation

Goodwill calculation is subject to Registered valuer''s valuation on date of control:

Trescon Limited had acquired control of M/s Golden Arc Ventures LLP on 01.05.2024 and M/s Triveni Associates on 15.03.2025. In absence of valuation report of land under development held as inventory by these entities from the registered valuer on the respective date of control , the final net assets and goodwill will be subject to change as per IND AS principle.

Company has not received the valuation report as on date of signing audit report , hence management is unable to estimate the impact of audit qualification.

(b) Secretarial Auditor

In accordance with the provisions of Section 204 of Act read with rules made thereunder and Regulation 24A of the SEBI Listing Regulations, the Board has approved the appointment of M/s. AVS & Associates, Practicing Company Secretaries, (Peer Review No: 1451 / 2021) as Secretarial Auditor of the Company, commencing from April 1, 2025, for a period of 5 consecutive financial years and fix their remuneration, subject to approval of the Shareholders of the Company in the ensuing 30^th Annual General Meeting of the Company. Accordingly matter with respect to appointment is proposed in the Notice of 30^th Annual General Meeting.

In terms of Section 204 of the Act, a Secretarial Audit Report is provided by the Secretarial Auditor, in Form MR -3, as Annexure to this Report as Annexure 2.

In accordance with Regulation 24A of the of the SEBI Listing Regulations, a Secretarial Compliance Report for the financial year ended 2024-25 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. AVS & Associates, Practicing Company Secretaries.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in their Report.

The maintenance of cost records pursuant to Section 148 of the Companies Act, 2013 is not required by the Company and accordingly such accounts and report are not made and maintained by the Company.

(d) Internal Auditor

Pursuant to provisions of Section 138 read with rules made thereunder, the Board has re-appointed M/s Bhagat Ajay & Co, Chartered Accountants (FRN: 149335W) as Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. Internal Audit is carried out on a quarterly basis, and the report is placed in the Meetings of the Audit Committee and the Board for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

Dinesh Ravilal Patel HUF, Mitul Ravilal Patel HUF and Ravilal Shivgan Patel HUF, being part of the Promoters Group of the Company has acquired 5,56,216 (Five Lakh Fifty Thousand Two Hundred and Sixteen) (0.76%) equity shares of the Company from open market as per following:

Sr. No.	Date of Transactions	Name of the person belonging to the Promoter (Transferee/Acquirer)		No. of Shares acquired by way of purchase	% of holding
1	March 17, 2025	Dinesh Ravilal Patel HUF		1,00,000	0.14
2	March 17, 2025	Mitul Ravilal Patel HUF		1,00,000	0.14
3	March 17, 2025	Ravilal Shivgan Patel HUF		1,00,000	0.14
4	March 19, 2025	Dinesh Ravilal Patel HUF		47,500	0.06
5	March 19, 2025	Mitul Ravilal Patel HUF		7,716	0.01
6	March 19, 2025	Ravilal Shivgan Patel HUF		52,000	0.07
7	March 20, 2025	Mitul Ravilal Patel HUF		1,49,000	0.20
		Total		5,56,216	0.76
The said acquisition shall result in an increase in the aggreg			ate shareholding	1 of the Promoters and Promoters Grou	p.

INTERNAL CONTROL AND FINANCIAL REPORTING SYSTEMS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. It has documented the procedures covering all financial and operating functions and processes. These have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring the reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses and compliance with regulations.

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations have been recognized. Internal control systems ensure the reliability of financial reporting, timely feedback on the achievement of operational and strategic goals, compliance with applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

During the year under review, no material or serious observations have been received from the Internal Auditors of the Company with respect to inefficiency or inadequacy of the controls.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure 3 to this Report.

The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is not applicable to the Company as none of the employees of the Company fall within the purview of the information required under the said rules.

WHISTLE-BLOWER POLICY / VIGIL MECHANISM POLICY

Your Company is committed to standards of ethical, moral and legal business conduct. The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Policy, as approved by the Board, is uploaded on the Company''s website: www.trescon.com

RELATED PARTY TRANSACTIONS

All related party transactions as referred in Section 188(1) of the Companies Act, 2013 read with the rules made there under that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. All related party transactions are placed before the Audit Committee.

The Company has formulated a Policy on related party transactions. This policy approved by the Board is uploaded on the Company''s website on the below link: https://www.trescon.com/investors-section/company-policies.html

The Company has entered material transaction with related parties during the year under review which were reporting in Form AOC 2 in terms of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The requisite disclosures in this regard is given in this report as Annexure 1.

RISK MANAGEMENT POLICY

Presently, the provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to the ''Risk Management Committee'' are not applicable to the Company. Accordingly, no policy has been framed by the Company on Risk Management and there is no reporting requirement pursuant to provisions of Section 134 (3) (n) of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of the Companies Act, 2013 in respect of Corporate Social Responsibility is not applicable to the Company as the net worth, turnover and profit during the financial year is less than the stipulated amount. Accordingly, no policy has been framed by the Company on Corporate Social Responsibility and there is no reporting requirement pursuant to provisions of Section 134 (3) (o) of the Companies Act, 2013.

EMPLOYEES STOCK OPTION SCHEME (ESOS), SWEAT EQUITY & SHARES HAVING DIFFERENTIAL VOTING RIGHTS

During the year, your Company has not issued any shares to the employees of the Company under the Employee Stock Option Scheme, Sweat Equity and with differential voting rights.

DEPOSITS

During the year under review, the Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ''Deposits'' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013, are given in the notes to the Financial Statements.

ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (including amendments thereof) notified by MCA, the Annual Return of the Company for the financial year ended March 31, 2025, is hosted on the website of the Company at https: http://www.trescon.com/investors-section/financial-results.html.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the financial year ended March 31, 2025 as stipulated under Regulation 34(2) (f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable.

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India ("ICSI").

CONSERVATION OF ENERGY, 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 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

Further, the Foreign Exchange Earnings and outgo during the year under review is NIL (0).

REPORTING OF FRAUDS BY AUDITORS

During the year under review, there have been no instances of fraud reported by the Auditors to the Audit Committee of the Board, pursuant to Section 143(12) of the Act and the Rules made thereunder.

CHANGE IN THE NATURE OF BUSINESS

During the year, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There have been no material changes and commitments, affecting the financial position of your Company, which have occurred between the end of the financial year to which the Balance Sheet relates and the date of this report.

LEGAL UPDATE

There are no significant and material orders passed by the regulators, courts or tribunals that impacted the going concern status of the Company, or which can potentially impact the Company''s future operations.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has arranged an interactive awareness workshop in this regard for employees during the year under review.

During the financial year ended March 31, 2025, Details required as per Rule 8 of Companies (Accounts) Rules, 2014 are mentioned below: -

Sr. No	Particulars	No. of Complaints
1.	Number of complaints of sexual harassment received during the year	0
2.	Number of complaints disposed off during the year	N.A
3.	Number of cases pending for more than ninety days	N.A

COMPLIANCE ON MATERNITY BENEFIT ACT ,1961:

The company has complied with the applicable provisions of Maternity Benefit Act, 1961 for female employees of the company with respect to leaves and maternity benefits there under.

CAUTIONARY STATEMENT

Statements in this Board''s Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be forward-looking within the meaning of applicable securities, laws, and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include a change in government regulations, tax laws, economic and political developments within and outside the country and such other factors.

ACKNOWLEDGMENTS AND APPRECIATION

The Directors wish to acknowledge and place on record their sincere appreciation for the assistance and co-operation received from all the members, regulatory authorities, customers, financial institutions, bankers, lenders, vendors and other business associates. The Directors also recognize and appreciate all the employees for their commitment, commendable efforts, teamwork, professionalism and continued contribution to the growth of the Company.

Mar 31, 2024

Your Directors take pleasure in presenting the 29^th Annual Report of the Company together with

Audited Financial Statements for the year ended March 31,2024. This report states compliance as per the requirements of the Companies'' Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other rules and regulations as applicable to the Company.

FINANCIAL REVIEW

The Company''s financial performance, for the financial year ended March 31,2024 as compared to the previous financial year, is summarized below:

(Rs.in Lakhs)

Particulars	March 31,2024	March 31,2023
Revenue From Operations	0.00	0.00
Other Income	461.94	496.24
Total Revenue	461.94	496.24
Total Expenditure	209.16	156.09
Profit/(Loss) Before Exceptional Items	252.77	340.15
Exceptional Items	0.00	5.02
Profit/(Loss) Before Tax	252.77	335.13
Tax Expenses
i) Current Tax	109.34	55.37
ii) Deferred Tax	(28.46)	(15.87)
iii) Short provision for earlier year tax	30.08	14.06
Profit/(Loss) After Tax	141.82	281.57

DIVIDEND

With a view to plough back the profits of the Company into the business operations, the Board of Directors do not recommend any dividend for the financial year under review.

STATE OF THE COMPANY AFFAIRS

The Company is engaged in the business of real estate. There has been no change in the business of the Company during the financial year ended March 31,2024. Your directors carry out the operations with active care and precaution thereby enhancing shareholders value.

TRANSFERTO RESERVE

Your Directors does not propose to carry any amount to reserves, during the financial year ended March 31,2024.

SHARE CAPITAL

During the year under review, the Authorized Share Capital of your Company as on March 31,2024 stood at Rs. 75,00,00,000 divided into 7,50,00,000 Equity Shares of Rs.10/- each. The Issued, Subscribed Share Capital of your Company is Rs. 72,48,66,000 divided into 7,24,86,600 Equity Shares of Rs.10/- each and the Paid-up Share Capital is Rs. 70,77,16,750 divided into 7,02,00,000

Equity Shares of Rs.10/- each fully paid up, 22,86,500 Equity Shares of Rs.10/- each Partly Paid-up of Rs.2.5/- each and 100 Equity Shares of Rs.10/- each Partly Paid-up of Rs.5/- each.

SHIFTING OF REGISTERED OFFICE

â¢ ^The Registered office of the Company has shifted within the same city from 203-204, Second Floor,

Orbit Plaza New Prabhadevi Road, Prabhadevi, Mumbai - 400 025 to 301, Third Floor, Skyline Wealth Space, Nathani Road, Vidyavihar (West), Mumbai - 400 086 w.e.f. December 16,2023.

LAUNCHING OF NEW PROJECT

The Company has launched first residential and commercial project, "Triveni Pearl" at Kalyan, Thane.

â¢ The said project is registered with Maharashtra RERA (RERA Registration no. P51700055690).

â¢ ACQUISITION OF CONTROLLING INTEREST

Â¦The Company has acquired controlling interest of 69% in M/s. Golden ARC Ventures LLP (''LLP'')

â¢ effective May 01,2024. No such governmental or regulatory approval is required by the Company for

â¢ the said acquisition of the LLP. The Promoter/Promoter Group has interested in the said acquisition to

â¢ the extent of capital contributions /voting rights in the said LLP.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary, associate and joint venture Company.

CORPORATE GOVERNANCE ,

Â« Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure - Requirements) Regulations 2015, a separate report on Corporate Governance is provided separately along with a certificate from AVS & Associates, (Partner: Mr. Vijay, Yadav Membership No: F11990) the Secretarial Auditor of the Company, on its compliance, which forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Dinesh Patel (DIN: 00462565), Managing Director is liable to retire by rotation at the ensuing Annual General Meeting ("the AGM") and, being eligible he has offered himself for re-appointment. Your Board recommends his re-appointment with all his earlier terms and conditions of appointment remaining same. A resolution to the effect is placed in the Notice for the ensuing AGM for consideration / approval of the members for your consideration and approval.

During the year under review following changes has taken plare_:

Name of the Director / KMP	Appointment/Resignation	With effect from
Mr. Sanjay Mehta - Whole-time Director	Appointment	December 16, 2023
Mrs. Nidhi Mistry - Independent Director	Appointment	December 16, 2023
Mr. Vilas Kharche - Whole-time Director	Resignation	December 20, 2023 (Close of the business hour)
Mr. Abhishek Patil - CFO	Resignation	December 31,2023 (Close of the business hour)
Mrs. Pooja Joshi - Independent Director	Resignation	April 10, 2024 (Close of the business hour)
^Mr. Rahul Thakkar - CFO	Appointment	February 07,2024
Mr. Rahul Patel - CEO	Appointment	May 23, 2024

ALL Independent Directors have given declarations that they meet the criteria of independence as Laid down under Section 149(6) of the Companies Act 2013, read with rules made thereunder, and Regulation 16(1)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

BOARD EVALUATION

The Independent Directors of the Company met on February 07, 2024, without the presence of NonIndependent Directors and members of the management to review the performance of NonIndependent Directors and the Board of Directors as a whole, to review the performance of the Chairman and Wholetime Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the board of directors. The performance ^ *

evaluation of the Independent Directors was carried out by the entire Board. Â¦ , â . "

The Directors expressed their satisfaction with the evaluation process.

DIRECTORS'' RESPONSIBILITY STATEMENT

(a) that in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(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 as at March 31,2024, and of the profit of the Company for the yearended on that date;

(d) the annual accounts have been prepared 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 were operating effectively; and

(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.

BOARD AND COMMITTEE MEETINGS

(a) Board Meetings

The Board of Directors of the Company met 5 (Five) times during the financial year, i.e. May 29,

2023, August 12, 2023, November 07, 2023, December 16, 2023 and February 07, 2024. Details of

the Board Meetings and attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

(b) Committees of the Board

AUDITORS

Â¦ (a) Statutory Auditors

i Koshal & Associates, Chartered Accountants, (FRN: 121233W) were appointed as the Statutory * _aAuditor of the Company at the 23 rd AGM held on September 29, 2018, to hold the office for a * . ''period of 5 (five) years till the conclusion of the 28th AGM to be held in the year 2023, in terms of

â . âthe applicable provisions of Section 139 of the Companies Act 2013, read with the Companies â . ''(Audit and Auditors) Rules 2014. They have completed their present term on conclusion of 28th AGM held on September 29, 2023.

M/s. Namita & Co., Chartered Accountants (FRN: 151040W), were appointed as Statutory Auditors of the Company in place of M/s. Koshal & Associates, Chartered Accountants, for a term of 5 (five) consecutive years from the conclusion of 28th AGM till the conclusion of the 33 rd AGM.

The Notes to the Financial Statements are self-explanatory and do not call for any further comments. There is no audit qualification, reservation or adverse remark for the year under review.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. AVS & Associates, Practicing Company Secretaries were appointed to conduct the secretarial audit of the Company for the financial year 2023-24. The Secretarial Audit Report in Form No. MR -3 for the financial year ended March 31,2024, is annexed herewith as an ''Annexure 2'' to this Board''s Report.

In accordance with Regulation 24A of the of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, A Secretarial Compliance Report for the financial year ended 2023-24 on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder, was obtained from AVS & Associates, Practicing Company Secretaries.

The Secretarial Audit Report contains the following observation:

Observation

Management Reply to Observation

The Company has entered into material related party transaction and is currently in the process of seeking shareholder approval at the upcoming general meeting

Considering the necessity of business operations, the Company had entered the transactions with the related party which were duly approved by the audit committee and board of directors and the same were placed for the shareholder approval through the Postal Ballot Process vide notice dated June 12, 2024. Accordingly the said resolutions were approved with the requisite majority by shareholders of the company on July 20, 2024

The maintenance of cost records pursuant to Section 148 of the Companies Act, 2013 is not required by the Company and accordingly such accounts and report are not made and maintained by the Company.

(d) Internal Auditor

Pursuant to provisions of Section 138 read with rules made thereunder, the Board has reappointed M/s Bhagat Ajay & Co, Chartered Accountants (FRN: 149335W) as Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. Internal Audit is carried out on a quarterly basis, and the report is placed in the Meetings of the Audit Committee and the Board for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

INTER-SE TRANSFER OF SHARES AMONGST THE PROMOTERS AND PROMOTERS GROUP Sanjay N. Mehta, Ravilal K. Patel, Ratilal K. Patel, Harilal K. Patel and Hiralal K. Patel, Promoters and Promoters Group of the Company has acquired 30,18,646 (Thirty Lakh Eighteen Thousand Six Hundred and Forty-Six) (4.16%) equity shares of the Company through inter-se transfer of shares by way of off-market transaction from Vilas Pralhadrao Kharche, being part of the Promoters and

Prnmntprc Rmiinac nprthpfnlln\A/inn^-

Sr. No.	Date of Transactions	Name of the person belonging to the Promoter (Transferor / Seller)	Name of persons belonging to the Promoter (Transferee / Acquirer)	No. of shares acquired by way of purchase	% of holding
1	November 23, 2023		Sanjay N. Mehta	3,54,550	0.49
2	November 23, 2023		Ravilal K. Patel	7,84,871	1.09
3	November 23, 2023	Vilas P. Kharche	Ratilal K. Patel	11,19,475	1.54
4	November 23, 2023		Harilal K. Patel	3,79,875	0.52
5	November 23, 2023		Hiralal K. Patel	3,79,875	0.52
			Total	30,18,646	4.16

This being an inter-se transfer of shares amongst Promoters and Promoters Group, the same falls within the exemption under Regulation 10(1)(a)(ii) of SEBI (SAST) Regulations, 2011 (qualifying person being persons named as promoters in the shareholding pattern filed by the target company for not less than three years prior to the proposed acquisition). The aggregate shareholding of the Promoters and Promoters Group before and after the aforesaid inter-se transfer, shall remain same.

DISPOSAL OF SHARES BY THE PROMOTERS AND PROMOTERS GROUP

Mr. Vilas Pralhadrao Kharche and Mr. Rohit V. Kharche, from the Promoter and Promoters Group of the company, have disposed of 1,35,12,984 equity shares, representing 18.64%, and 7,10,000 equity shares, representing 0.98% of the total issued and subscribed equity share capital, respectively. As a

result, their total shareholding in the company now stands at 0 (nil) equity shares.

INTERNAL CONTROL AND FINANCIAL REPORTING SYSTEMS

* , During the year under review, no material or serious observations have been received from the

* . Internal Auditors of the Company with respect to inefficiency or inadequacy of the controls.

[ â¢ PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section . * 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of â . . * Managerial Personnel) Rules, 2014 has been appended as Annexure 3 to this Report. '' . '' Â¦ â .

WHISTLE-BLOWER POLICY / VIGIL MECHANISM POLICY

RELATED PARTYTRANSACTIONS

RISK MANAGEMENT POLICY

Presently, the provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to the ''Risk Management Committee'' are not applicable to

the Company. Accordingly, no policy has been framed by the Company on Risk Management and there is no reporting requirement pursuant to provisions of Section 134 (3) (n) of the Companies Act,

2013.

CORPORATE SOCIAL RESPONSIBILITY

EMPLOYEES STOCK OPTION SCHEME (ESOS), SWEAT EQUITY & SHARES HAVING DIFFERENTIAL VOTING RIGHTS

During the year, your Company has not issued any shares to the employees of the Company under the Employee Stock Option Scheme, Sweat Equity and with differential voting rights.

DEPOSITS

_u â¢ During the year under review, the Company neither accepted any deposits nor there were any â¢ _m â¢

_# â¢ amounts outstanding at the beginning of the year which were classified as ''Deposits'' in terms of * _# *

^ Â¦ Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 * _Â¥ *

and hence, the requirement for furnishing of details of deposits which are not in compliance with the â _t *

ChapterV of the Companies Act, 2013 is not applicable.

LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013, are given in the notes to the Financial Statements.

ANNUALRETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (including amendments thereof) notified by MCA, the Annual Return of the Company for the financial year ended March 31,2024, is hosted on the website of the Company at https: http://www.trescon.com/investors-section/f inancial-results.html.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the financial year ended March 31,2024 as stipulated under Regulation 34(2) (f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable.

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India ("ICSI").

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

the Company during the year under review.

Further, the Foreign Exchange Earnings and outgo during the year under review is NIL (0). REPORTING OF FRAUDS BY AUDITORS

During the year under review, there have been no instances of fraud reported by the Auditors to the Audit Committee of the Board, pursuant to Section 143(12) of the Act and the Rules made thereunder.

CHANGE IN THE NATURE OF BUSINESS

During the year, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

LEGALUPDATE

_u â¢ There are no significant and material orders passed by the regulators, courts or tribunals that _# â¢ impacted the going concern status of the Company, or which can potentially impact the Company''s ^ Â¦ future operations.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, the Company has constituted Internal Complaint Committee to redress and resolve any complaints arising under the POSH Act. The Company has in place a Sexual Harassment Policy in line with the requirements of the POSH Act.

No complaint received from any employee, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and rules made thereunder.

CAUTIONARY STATEMENT

ACKNOWLEDGMENTS AND APPRECIATION

For and on behalf of the Board of Directors of Trescon Limited

Sd/-

Place: Mumbai Dinesh Patel

Date: August 12, 2024 Chairman and Managing Director

(DIN:00462565)

Mar 31, 2023

Your Directors take pleasure in presenting the 28^th Annual Report of the Company together with Audited Financial Statements for the year ended March 31,2023. This report states compliance as per the requirements of the Companies'' Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other rules and regulations as applicable to the Company.

FINANCIAL REVIEW

The Company''s financial performance, for the financial year ended March 31,2023 as compared to the previous financial year, is summarized below:

Particulars March 31,2023 March 31,2022

Revenue From Operations 0.00 119.74

Other Income 496.24 243.79

Total Revenue 496.24 363.53

Total Expenditure 156.09 199.19

Profit/(Loss) Before Exceptional Items 340.15 164.34

Exceptional Items 5.02 0.00

Profit/(Loss) Before Tax 335.13 164.34

Tax Expenses

i) Current Tax 55.37 32.40

ii) Deferred Tax (15.87) 5.16

iii) Short provision for earlier year tax 14.06 0.00

Profit/(Loss) After Tax 281.57 126.78

DIVIDEND

With a view to plough back the profits of the Company into the business operations, the Board of Directors do not recommend any dividend for the financial year under review.

STATE OF THE COMPANY AFFAIRS

The Company is engaged in the business of real estate. There has been no change in the business of the Company during the financial year ended March 31,2023. Your directors carry out the operations with active care and precaution thereby enhancing shareholders value.

TRANSFERTO RESERVE

Your Directors does not propose to carry any amount to reserves, during the financial year ended March 31,2023.

SHARE CAPITAL

During the year under review, the Authorized Share Capital of your Company as on March 31,2023 stood at Rs. 75,00,00,000 divided into 7,50,00,000 Equity Shares of Rs.10/- each. The Issued, Subscribed Share Capital of your Company is Rs. 72,48,66,000 divided into 7,24,86,600 Equity Shares of Rs.10/- each and the Paid-up Share Capital is Rs. 70,77,16,750 divided into 7,02,00,000

Equity Shares of Rs.10/- each fully paid up, 22,86,500 Equity Shares of Rs.10/- each Partly Paid-up of Rs.2.5/- each and 100 Equity Shares of Rs.10/- each Partly Paid-up of Rs.5/- each.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary, associate and joint venture Company.

CORPORATEGOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate report on Corporate Governance is provided separately along with a certificate from R. Bhandari & Co,(Membership No: FCS No. 8048) the Secretarial Auditor of the Company, on its compliance, which forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Kishor Patel (DIN: 01131783), Whole Time Director is liable to retire by rotation at the ensuing Annual General Meeting ("the AGM") and, being eligible he has offered himself for re-appointment. Your Board recommends his re-appointment with all his earlier terms and conditions of appointment remaining same. A resolution to the effect is placed in the Notice for the ensuing AGM for consideration / approval of the members for your consideration and approval.

During the year under review following changes has taken place:

Name of the Director / KMP	Appointment / Resignation	With effect from
Mr. Virchand Lalka - Managing Director	Resignation	March 16, 2023 (Close of the business hour)
Mr. Rohit Kharche - Executive Director	Resignation	March 16, 2023 (Close of the business hour)
Mr. Dinesh Patel - Managing Director	Appointment	March 16, 2023
Mr. Kishor Patel - Whole Time Director	Appointment	March 16, 2023

BOARD EVALUATION

The Independent Directors of the Company met on February 14, 2023, without the presence of NonIndependent Directors and members of the management to review the performance of NonIndependent Directors and the Board of Directors as a whole, to review the performance of the Chairman and Wholetime Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the board of directors. The performance evaluation of the Independent Directors was carried out by the entire Board.

The Directors expressed their satisfaction with the evaluation process.

DIRECTORS'' RESPONSIBILITY STATEMENT

(a) that in the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(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 as at March 31,2023, and of the profit of the Company for the yearended on that date;

(d) the annual accounts have been prepared 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 were operating effectively; and

(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.

BOARD AND COMMITTEE MEETINGS

(a) Board Meetings

The Board of Directors of the Company met 5 (Five) times during the financial year, i.e. May 28, 2022, August 12, 2022, November 12, 2022, February 14, 2023 and March 16, 2023. Details of the Board Meetings and attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

(b) Committees of the Board

AUDITORS

(a) Statutory Auditors

Koshal & Associates, Chartered Accountants, (Firm Registration No. 121233W) were appointed as the Statutory Auditor of the Company at the 23 rd AGM held on September 29, 2018, to hold the office for a period of 5 (five) years till the conclusion of the 28th AGM to be held in the year 2023, in terms of the applicable provisions of Section 139 of the Companies Act 2013, read with the Companies (Audit and Auditors) Rules 2014.

The Notes to the Financial Statements are self-explanatory and do not call for any further comments. There is no audit qualification, reservation or adverse remark for the year under review.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed R.Bhandari & Co, Practicing Company Secretaries (Membership No. FCS 8048), to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditor is annexed herewith as Annexure 2. The report of the secretarial auditor is self-explanatory and confirming compliance by the Company of all the provisions of applicable corporate laws. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their report.

The Maintenance of Cost Records pursuant to Section 148 of the Companies Act, 2013 is not required by the Company and accordingly such accounts and report are not made and maintained by the Company.

(d) Internal Auditor

Pursuant to provisions of Section 138 read with rules made thereunder, the Board has appointed M/s Kuwadia Shah Shah & Associates, Chartered Accountants (Firm Registration No 139831W) as Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. Internal Audit is carried out on a quarterly basis, and the report is placed in the Meetings of the Audit Committee and the Board for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.

NOMINATION AND REMUNERATION POLICY

The Company has adopted Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with Rules issued there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive Director, and Independent Directors on the Board of Directors of the Company and persons in Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under subsection (3) of section 178 of Companies Act, 2013 (including any statutory modification(s) or re-enactment (s) thereof for time being in force). The Policy is also available on the website of the Company - http://www.trescon.com/investors-section/company-policies.html INTER-SE TRANSFER OF SHARES AMONGST THE PROMOTERS AND PROMOTERS GROUP Dinesh Ravilal Patel, Kishor Ravilal Patel and Sanjay Navin Mehta, Promoters and Promoters Group of the Company has acquired 23,25,001 (Twenty-Three Lakh Twenty-Five Thousand and One) (3.21%) equity shares of the Company through inter-se transfer of shares by way of off-market transaction from Vilas Pralhadrao Kharche, being part of the Promoters and Promoters Group as per the following:

Sr. No.	Date of Transactions	Name of the person belonging to the Promoter (Transferor / Seller)	Name of persons belonging to the Promoter (Transferee / Acquirer)	No. of shares acquired by way of purchase	% of holding
1	May 18, 2023		Dinesh Ravilal Patel	7,75,001	1.07%
2	May 18, 2023	Vilas Pralhadrao Kharche	Kishor Ravilal Patel	7,75,000	1.07%
3	May 18, 2023		Sanjay Navin Mehta	7,75,000	1.07%
Total				23,25,001	3.21%

The aggregate shareholding of the Promoters and Promoters Group before and after the aforesaid inter-se transfer, shall remain same.

DISPOSAL OF SHARES BY THE PROMOTERS AND PROMOTERS GROUP

Vilas Pralhadrao Kharche, Promoters and Promoters Group of the company disposed of 17,32,000 equity shares comprises 2.39 % of the total share capital of the Company and 23,00,000 equity shares comprises of 3.17 % of the total share capital of the Company on June 27,2023 and June 28, 2023 respectively.

INTERNAL CONTROL AND FINANCIAL REPORTING SYSTEMS

During the year under review, no material or serious observations have been received from the Internal Auditors of the Company with respect to inefficiency or inadequacy of the controls.

PARTICULARS OF EMPLOYEES

WHISTLE-BLOWER POLICY / VIGIL MECHANISM POLICY

RELATED PARTYTRANSACTIONS

The Company has entered material transaction with related parties during the year under review which were reporting in Form AOC 2 in terms of Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The requisite disclosures in this regard is given in this report as Annexure 1.

CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of the Companies Act, 2013 in respect of Corporate Social Responsibility is not applicable to the Company as the net worth, turnover and profit during the financial year is less than the stipulated amount. Accordingly no policy has been framed by the Company on Corporate Social Responsibility and there is no reporting requirement pursuant to provisions of Section 134 (3) (o) of the Companies Act, 2013.

DEPOSITS

Management Discussion and Analysis Report for the year under review, giving detailed analysis of Company''s operations as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, is provided separately which forms part of this Report.During the year under review, your Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013.

LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013, are given in the notes to the Financial Statements.

ANNUALRETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (including amendments thereof) notified by MCA, the Annual Return of the Company for the financial year ended March 31,2023, is hosted on the website of the Company at https: http://www.trescon.com/investors-section/f inancial-results.html.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and sustainability Report for the financial year ended March 31,2023 as stipulated under Regulation 34(2) (f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable.

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India ("ICSI").

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Further, the Foreign Exchange Earnings and outgo during the year under review is NIL (0). REPORTING OF FRAUDS BY AUDITORS

During the year under review, there have been no instances of fraud reported by the Auditors to the Audit Committee of the Board, pursuant to Section 143(12) of the Act and the Rules made thereunder.

CHANGE IN THE NATURE OF BUSINESS

During the year, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

LEGALUPDATE

PREVENTION AND REDRESSAL OF SEXUAL HARASSMENT POLICY, AND DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

No complaint received from any employee, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and rules made thereunder.

A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

CAUTIONARY STATEMENT

ACKNOWLEDGMENTS AND APPRECIATION

For and on behalf of the Board of Directors of Trescon Limited

Sd/-

Place: Mumbai Vilas Kharche

Date: August 12, 2023 Chairman and Whole-time Director

(DIN:02202006)

Mar 31, 2018

The Directors have pleasure of presenting before you the 23^rd Annual Report of your Company along with the Audited financial statements for the financial year ended 31^st March 2018. The Management Discussion and Analysis forms an integral part of this Directors'' Report.

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below:

(Figures in Rs.)

Particulars	Financial Year 2017-18	Financial Year 2016-17
Total Income	24,07,31,841	8,86,68,329
Total Expenditure	23,19,76,252	8,08,56,645
Profit/(Loss) before Taxation	87,55,589	78,11,684
Profit/ (Loss) after Taxation	57,27,796	51,18,953

The notes reffered to by the Auditors in their Report are self- explanatory and hence does not require any explanation.

2. OPERATIONS:

During the year the Company has achieved Gross Turnover of Rs. 24,07,31,841. Profit of the Company after tax is Rs. 57,27,796 as against Rs. 51,18,953 during the previous period. Your Company is working on turnaround strategies to achieve higher performances in future years.

3. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR:

The Company has been suspended on the BSE Portal and the Company has filed an application for suspension of revocation of trading in the Equity Shares of the Company with BSE LTD and the same is under process.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

There are no significant events affecting the financial position between the end of the financial year and date of the Report, except there is appointment of Mr. Ankit Prajapati as an Additional Director of the Company with effect from 29^th May, 2018 and the Company has change in Registrar and share Transfer Agent from Big Share Services Private Limited, Mumbai to "Satellite Corporate Services Pvt Ltd." Mumbai, dated 02nd May, 2018.

5. TRANSFER TO RESERVES:

Your Directors do not propose to carry any amount to any reserves, during the financial year.

6. FIXED DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

7. DIVIDEND:

In Order to strengthen the Financial Resources of the Company, no dividend is being recommended for the year.

8. PARTICULARS OF EMPLOYEES:

Disclosure required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date is not applicable since your Company has no such employees.

9. DIRECTORS :

The Board of Directors of the Company, at present, comprises in all 7 Directors, who have wide and varied experience in different disciplines of corporate functioning.

The details are as below:-

Sr. No.	Name of the Director & DIN	Designation
1.	Mr. Virchand Lalka DIN 02320431	Executive Director
2.	Mr. Jinesh Savadia DIN 03302530	Non Executive Director
3.	Mr. Mahesh Raut DIN 00036179	Independent Director
4.	Ms. Neha Hariya DIN 06754399	Independent Director
5.	Ms. Sarika Chhabariya DIN 07670291	Independent Director
6.	Mr. Ankit Prajapati DIN 08148940	Executive Director

As members must be aware Board of Directors appointed Mr. Ankit Prajapati as an Additional Director at their meeting held on 29^th May, 2018. He holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

None of the Directors of your Company is disqualified under Section 162 (2) of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors'' Report.

10. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 129 (3) of the Companies Act, 2013 is not applicable.

11. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31^st March, 2018 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the Directors has selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year review.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the accounts for the financial year ended 31^st March, 2018 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 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.

12. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not manufacturing activity as like a unit provision of Section 134 (3) (m) of the company Act, 2013, read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is not applicable.

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

The Company has not entered into any or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 including Rules made there under and therefore Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is not appended herewith.

14. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS

a) Board of Directors:

As members must be aware that at present the Board of Directors is consists of 7 Directors namely Mr. Virchand Lalka, Mr. Jinesh Savadia, Mr. Mahesh Raut, Mrs. Neha Hariya, Ms. Sarika Chhabariya and Mr. Ankit Prajapati.

b) Board Meetings:

The Board of Directors of the Company met 5 times during the year 2017-2018. The details of various Board Meetings held are on 30^th May, 2017, 14^th August, 2017, 02^nd September, 2017, 14^th November, 2017, and 14^th February, 2018. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013.

c) Changes in Directors & Key Managerial Personnel:

The Board of Directors appointed Mr. Ankit Prajapati as an Additional Director at their meeting held on 29^th May, 2018. He holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

The Board of Directors also appointed Ms. Vidhi Shambwani as Company Secretary w.e.f.14^th February, 2018.

d) Independent Directors:

The following independent directors are on the Board of Directors.

1. Mr. Mahesh Raut

2. Ms. Neha Hariya

3. Ms. Sarika Chhabariya

The Company has received necessary declarations from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013.

e) Board Committees:

The Company has complied with the SEBI (LODR) Regulations along with the Companies Act, 2013 with respect to the Composition of the Committees as required therein and the details of which is given under Corporate Governance Report annexed to this Report.

15. MEETING OF BOARD OF DIRECTORS:

There were five Meetings of the Board of directors during the year. The gap intervening between two meetings of the board is as per prescribed in the Companies Act, 2013.

16. AUDITORS & AUDITORS REPORT:

M/s. Jigar Zatakia & Co Chartered Accountants, the statutory auditors of the company who were appointed as Statutory Auditors of the company for a period of Five years, have shown their unwillingness to continue as Statutory Auditors of the company and have resigned from the position of statutory auditors of the company w.e.f. the conclusion of this Annual General Meeting. The Board of Directors, have recommended appointment of M/s. Koshal & Associates., Chartered Accountants, as Statutory Auditors of the company for a period of 5 years, commencing from the conclusion of this 23^rd AGM till the conclusion of the 28^th AGM. M/s. Koshal & Associates, Chartered Accountants, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

The Auditors'' Report for the fiscal 2018 does not contain any qualification, reservation or adverse remark. Further, in terms of section 143 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, as amended, no fraud has been reported by the Auditors of the Company where they have reasons to believe that an offence involving fraud is being or has been committed against the company by officers or employees of the company.

17. INTERNAL AUDITORS :

The Company has appointed Mr. Hitesh Gondaliya, Chartered Accountant, as an Internal Auditor of the Company for financial year 2018-19.

18. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF"):

As required under the provisions of Section 205A and 205C and other applicable provisions of Companies Act, 1956 (the corresponding provisions in the Companies Act, 2013 have not been notified, and hence the earlier law is still applicable in respect of these provisions), dividends that remain unpaid/unclaimed for a period of seven years, are to be transferred to the account administered by the Central Government viz: "Investor Protection and Education Fund".

During the year there were no transfer made on account of IEPF, also there were no any unclaimed dividend remained in the bank account so far.

19. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure to the Board Report. ANNEXURE A.

20. SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act, 2013 and Rules made there under the Company has appointed Mr. Mandar Palav, Company Secretary as Secretarial Auditor of the Company for the financial Year 2017-18. The Secretarial Audit Report forms part of the Annual report as Annexure to the Board''s Report as an Annexure B.

The Board has appointed Mr. Mandar Palav, Company Secretary as Secretarial Auditor of the Company for the financial Year 2017-18.

The Secretarial Report contains one Qualification which is as under:

- The Company has made delayed submissions of Compliances with respect to various Regulations as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has made an application to BSE Ltd for suspension of revocation of the trading of the Equity Shares of the Company and thereby has complied with all the pending compliances of SEBI LODR Regulations 2015 during the Financial Year 2017-18.

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

During the year there were no significant and material orders passed by the Regulators or Courts, except the information of Court Cases and orders passed by the Regulatory Authorities as disclosed in the Notes to the Accounts part of this Report.

22. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

As per requirement of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained internal policy to prevent women''s harassment at work place and covered all employees so they could directly make complaints to the management or Managing Director and other members of the Board of Directors and Key Managerial Personals, if such situation arises. The management and Committee together with confirm total number of complaints received and resolved during the year is as follows:

a) No. of complaints received: NIL

b) No. of complaints disposed: NIL

23. INDUSTRIAL RELATIONS:

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

24. HUMAN RESOURCES:

None of the employees of the Company had drawn remuneration in excess of the limits prescribed 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 or any other law as may be applicable.

25. IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated a policy and process for risk Management. The Company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of risks. Risk Management forms an integral part of Management policy and is an ongoing process integrated with the operations.

Company has identified various strategic, operational and financial risks which may impact Company adversely. However management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the Company.

26. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Details of loan, guarantee and investment covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the financial statements.

27. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

28. STOCK EXCHANGES:

The Company''s shares are listed on the following Stock Exchanges:

The Bombay Stock Exchange Limited.

29. BOARD EVALUATION:

The Board of Directors have carried out an annual evaluation of its own performance, its various committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed under Regulation 17(10), 25(4) and other applicable provisions of the SEBI (LODR) Regulations. The manner of evaluation is provided in the Corporate Governance Report.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not applicable as the Company is having Net worth less than rupees Five Hundred Crore, Turnover less than rupees One Thousand Crore and Net Profit less than rupees Five Crore.

31. CORPORATE GOVERNANCE:

Report on Corporate Governance and Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V read with Regulation 34(3), of the SEBI (LODR) Regulations, are provided in a separate section and forms part of this Report as Annexure C.

32. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The details forming part of Management Discussion and Analysis Report is annexed herewith as Annexure to the Board Report. Annexure D.

33. COST RECORDS:

The company is not required to maintain Cost Records as specified by the Central government under sub section (1) of section 148 of the Companies Act, 2013.

34. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude to all Shareholders, Investors, clients, vendors, bankers, Regulatory and Government authorities, Stock Exchanges and business associates for their cooperation, encouragement and continued support extended to the Company. Your Directors also wish to place on record their appreciation to the Associates for their continuing support and unstinting efforts in ensuring an excellent all round operational performance at all levels.

By Order of the Board

For Pushpanjali Floriculture Ltd

Sd/-

Virchand Lalka

Chairman

Date: 14.08.2018

Place: Ahmedabad.

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