Your Directors have pleasure in presenting the 89th Annual Report and audited financial statements for the Financial Year (FY) ended March 31, 2025.

(in ` crore)

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which these financial statements relate and the date of this report.

Net consolidated turnover (net of excise duty) of the Company during the year has increased by 9% to ` 5689 crore. The turnover of Sugar Segment is marginally higher by 3% due to the inclusion of sugar operations of a subsidiary, Sir Shadi Lal Enterprises Limited (SSEL), acquired during the year and the turnover of Distillery increased by 16% mainly due to the commissioning of a new dual feed Distillery at

Raninangal during the year. The turnover of the Engineering businesses increased by 12%, with an increase of 27% for Power Transmission business (PTB) and marginal decline for Water business.

Consolidated Profit before Tax is lower by 39% at ` 324.23 crore and Profit after Tax is lower by 40% at ` 238.26 crore. The aforesaid results include loss before tax of ` 17.16 crore and loss after tax of ` 12.9 crore attributable to SSEL. There has been a significant decline in the profitability of Sugar and Distillery segments but PTB has registered a much improved performance with 27% increase in turnover and 18% increase in segment profitability. Water business maintained its profitability even after registering 5% decline in turnover.

The segment profitability of Sugar Segment has declined by 13% to ` 266.5 crore in view of increased cost of sugar sold during the year due to: a) higher cost of production of sugar produced in the season 2023-24 due to increase in cane price and, b) higher cost of sugar produced in the season 2024-25 due to lower trends of recovery in U.P. Consequently, the increase in realisation price by 3% could not fully offset the impact of increased cost leading to decline in profitability.

In the season 2023-24, sugarcane crop and resultantly, the crush were impacted due to lower yields as a result of flooding in certain regions and infestation of red rot. Crush levels continued to be at the same levels in SS 2024-25 due to climatic reasons and due to diminishing productivity of the sugarcane variety CO-238 in the SS 2024-25. It is necessary to substitute CO-238 variety in an accelerated manner and cane development activities have accordingly been oriented to achieve such objectives. Additional varieties have been identified and it is expected that these may provide better yields which would help to enhance availability of sugarcane for better crush and increased capacity utilisation.

In January' 25, the Government announced a policy to export sugar up to a limit of 1 million tonnes. The Company achieved its export obligations in the current year through third party exports resulting in income of ` 17 crore (incl. SSEL) towards sale of export quota.

During the year, additions to fixed assets were made to the extent of ` 102.5 crore in the Sugar segment mainly towards increase in crushing capacity by 2000 TCD at Sabitgarh, debottlenecking & efficiency improvement at Ramkola unit and replacement of Condensing turbine with back pressure turbine at Khatauli unit to enhance steam efficiencies and resultant higher bagasse savings.

The segment profitability of Distillery has declined by 78% to

` 39.7 crore. There were multiple reasons which contributed to decline in the profitability of Distillery Segment:

a) Grain operations were carried out with majorly with maize feedstock in the current year whereas the operations in the previous year were partially operated till July'23 with rice procured through FCI (FCI-Rice) wherein the margins were much higher. Further, ethanol sales volume derived from feedstock maize increased by 216% in the current year and in view of low margins associated with maize operations, it led to lower profitability.

b) Further, due to low crush in Sugar Season 2023-24 (SS_2023-24) and restrictions imposed on the use of

B-heavy Molasses (BHM) and sugarcane juice, captive molasses generation was much lower which led to lower availability of captive molasses. Accordingly, sales volume of high margin ethanol produced from molasses were lower by 25%, leading to lower profitability.

c) Finally, shortage of molasses due to aforesaid reasons as well as unremunerative prices of grains led to closure of the distillery operations for some periods which led to non-recovery of fixed overheads.

While the prices of ethanol produced from maize were increased in two tranches in ESY 2023-24, the margins were still low and unremunerative in view of higher procurement price of maize during the year. The supply of FCI-rice has been permitted in the Ethanol Supply Year 2024-25 (ESY 2024-25) with higher procurement price but final price of Ethanol produced from FCI-Rice has remained unchanged. In view of increase in ethanol price derived from C-heavy Molasses (CHM) in ESY 2023-24 and 2024-25 and with no change in the prices of B-heavy molasses (BHM), CHM is the most viable option for the combined sugar and distillery operations but it limits the availability of captive molasses and lowers the capacity utilisation of the plant vis-?-vis BHM.

However, with improved crush estimates and more efficient supply chain initiatives being planned for grain operations, it is expected that overall profitability of Distillery operations would improve.

Apart from ethanol, the Distillery segment includes Extra Neutral Alcohol and Alcoholic Beverages comprising country liquor and a new business line ‘Indian Made Foreign Liquor'.

Power Transmission Business (PTB) has achieved 27% higher turnover at ` 370 crore with PBIT registering an increase of 18% at ` 127 crore. This is a record turnover and profitability for PTB. During the year, PTB has secured 27% higher orders at ` 476 crore and has 36% higher pending order book at

` 389 crore (comprising long tenure orders of ` 178 crore).

PTB is gearing up to enhance its infrastructure and manufacturing facilities to meet higher demand, particularly from international market. Accordingly, PTB has taken steps to enhance its capacity of gears business alone (excluding Defense) from ` 400 crore to ` 700 crore by September 2026. PTB is also in the process of upgrading its human resources to support the increased operations. The cost and impact of the aforesaid initiatives is partly reflected in the profitability of the year.

PTB has consistently sustained its majority market share across high-speed applications in diverse markets, in both Products as well as Aftermarket segments. It has,_strengthened OEM partnerships by delivering high-performance gearbox solutions for critical applications by leveraging advanced engineering and innovative designs._PTB aims to sustain market share in domestic and nearby countries and simultaneously, increase share in high potential overseas markets with focus on_gas turbine gearboxes, compressors, and FPSO (Floating production, storage and offloading vessels) projects.

Turnover of WBG declined marginally by 5% to ` 234 crore in CFS. The lower turnover is attributed to slow execution of certain projects, including the project in Bangladesh due to local developments, and delay in receipt of orders. However, it has been able to maintain its profitability due to cost savings in the projects as well as due to reversal of provisions made in the earlier years upon receipt of an arbitration award in its favour.

During the year, WBG has secured orders of ` 586 crore comprising EPC component of ` 312 crore and O&M component of ` 274 crore. The business has participated in various tenders and expects to secure substantial orders in FY 26 to maintain its targeted growth.

Your Board of Directors do not propose to transfer any amount to general reserves.

During the year under review, there was no change in share capital of the Company.

Your Board of Directors are pleased to recommend a final dividend of ` 2.5 per equity share of face value Re.1/- each (250%) for the fiscal year 2024-25 resulting in a total outlay of

` 54.72 crore, subject to the approval of the shareholders in the upcoming Annual General Meeting.

As per the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("Listing Regulations"), the Company had adopted a Dividend Distribution Policy. The said policy sets out the parameters and circumstances that will be considered by the Board in determining the distribution of dividends to the shareholders of the company and to retain profits earned by the company. The policy is available on the website of the Company at https://www.trivenigroup.com/files/policies/Dividend%20 Distribution%20Policy.pdf

As reported last year, the Company had acquired 25.43% paid-up equity share capital of Sir Shadi Lal Enterprises Limited (‘SSEL'), a listed entity incorporated under the laws of India, from certain members of the then promoter group of SSEL, under a Share Purchase Agreement dated January 30, 2024.

During the year, the Company has further acquired 36.34% paid up equity share capital of SSEL from the remaining members of the erstwhile Promoter group under a separate share purchase agreement dated June 20, 2024. Besides, as reported last year, the open offer launched by the Company for acquisition of up to 26% voting share capital of SSEL on January 30, 2024 was completed in accordance with applicable laws including ‘SEBI (SAST) Regulations 2011. The Company now cumulatively holds 61.77% of the total shareholding of SSEL. Consequently, SSEL has become a subsidiary of the Company effective 20-06-2024.

Further a new Company namely, Triveni Power Transmission Limited (‘TPTL') wholly owned subsidiary was incorporated on December 4, 2024 inter-alia to undertake and carry on the business of manufacture of gears and gear boxes and defence business activities. The business of Power Transmission of the Company will be demerged into TPTL upon approval of the Composite Scheme of Arrangement, which has been approved by the Board of Directors and has been submitted to the Stock Exchanges for approval.

As required under the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, as amended, a statement containing salient features of the financial statement of subsidiaries and associates/ joint ventures is provided in the prescribed format AOC-1 as Annexure-A to the Board's Report. All the subsidiary companies, except SSEL, Mathura Wastewater Management Private Limited (‘MWMPL') and Pali ZLD Private Limited (‘PZPL'), are relatively much smaller and there have not been any material business activities in these companies.

SSEL is engaged in the business of manufacture of sugar and ethanol. MWMPL is engaged in "Development of Sewage Treatment Plants and Associated Infrastructure on Hybrid Annuity PPP basis at Mathura, Uttar Pradesh" under the Namami Gange Programme, whereas PZPL is engaged in the development of a Common Effluent Treatment Plant along with a Zero Liquid Discharge facility (unit-4) for Pali Industrial Complex (Rajasthan) on PPP/HAM basis.

During the year under review, SSEL, MWMPL and PZPL have achieved revenue of ` 171.97 crore, ` 8.91. crore and ` 12.33 crore and profitability (PAT) of ` (12.9 crore), ` 2.86 crore and ` 0.17 crore, respectively. The turnover and profitability of SSEL is as consolidated in the Consolidated Financial Statements and is from the date it became a subsidiary of the Company on 20-06-2024

In accordance with the Regulation 16 of the Listing Regulations, none of the subsidiaries of this Company is a material non-listed subsidiary. The Company has formulated a policy for determining material subsidiaries. The policy has been uploaded on the website of the Company at https://www. trivenigroup.com/files/policies/Policy%20on%20Material%20 Subsidiary.pdf

In compliance with the provisions of Companies Act, 2013 and Indian Accounting Standards (Ind AS) as specified in Section 133 of the Companies Act, 2013 and Regulation 34 of the Listing Regulations, your Directors have pleasure in attaching the consolidated financial statements of the Company which form a part of the Annual Report. Financial Statements including consolidated financial statements and the audited accounts of each of the subsidiary are available on the website of the Company at https://www.trivenigroup. com/financials?q=financial-report

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures;

b) they 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 of the Company for that year;

c) they 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) they have prepared the annual accounts on a going concern basis;

e) they have 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

During the year under review, the Board of Directors of the Company have, subject to necessary approvals, considered and approved a Composite Scheme of Arrangement amongst Triveni Engineering & Industries Limited (‘TEIL'), Sir Shadi Lal Enterprises Limited (‘SSEL') and Triveni Power Transmission Limited (‘TPTL') and their respective shareholders and their respective creditors under Section 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder (the "Scheme") for amalgamation of SSEL into TElL and demerger of Power Transmission Business (‘PTB') of TElL into TPTL. The approval/no-objection of Stock Exchanges to the Scheme on the application filed by the Company is awaited.

In accordance with the Listing Regulations, a separate report on Corporate Governance is given in Annexure-B along with the Auditors' Certificate on its compliance in Annexure-C to the Board's Report. The Auditors' Certificate does not contain any qualification, reservation and adverse remark.

In accordance with the amended provisions of the Companies Act, 2013 and the Listing Regulations, the Company has formulated a Related Party Transaction Policy, which has been uploaded on its website at https://www.trivenigroup.com/files/ policies/Revised%20Related%20Party%20Transactions%20 Policy.pdf. The Company enters into related party transaction on commercial and arms' length basis with a view to optimise the overall resources of the group.

All transactions entered into with related parties during the year were in the ordinary course of business of the Company and at arms' length basis. During the year under review, prior approval of the members was accorded by way of an ordinary resolution passed at the 88th AGM of the Company held on September 13, 2024 for entering into certain related party transactions with Sir Shadi Lal Enterprises Limited, a subsidiary and related party of the Company, up to an aggregate amount of ` 733.40 crore during FY 25, which exceeds the applicable threshold limits specified under the Listing Regulations and Act. The details of material related party transactions as required under provisions of section 134(3)(h) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 are provided in the prescribed format AOC-2 as Annexure-D to the Board's Report.

The Board of Directors of the Company have formed a Risk Management Committee to assess the risks relating to the businesses of the Company and the mitigation plans / measures thereof. Implementation of the Enterprise Risk Management Framework & Policy that has been aligned with the regulatory requirements is being monitored and adhered to.

The policy on risk assessment and minimisation procedures as laid down by the Board are periodically reviewed by the Risk Management Committee, Audit Committee and the Board. The policy facilitates identification of risks at appropriate time and ensures necessary steps to be taken to mitigate the risks.

The policy recognises that all risks in the business cannot be eliminated but these could be controlled or minimised through effective mitigation measures, effective internal controls and by defining risk limits. Brief details of risks and concerns are given in the Management Discussion and Analysis Report

A_ comprehensive Risk Management Framework has been put in place for each of the businesses of the Company which is stringently followed for the management of risks, including categorisation thereof based on their severity. Such categorisation gives highest weightage to the risks which have the potential to threaten the existence of the Company. The risks with higher severity receive more attention and management time and it is the endeavour of the Company to strengthen internal controls and other mitigation measures on a continuous basis to improve the risk profile of the Company.

Risk Management System has been integrated with the requirements of internal controls as referred to in Section 134(5) (e) of the Companies Act, 2013 to evolve risk related controls. Detailed internal financial controls have been specified covering key operations, to safeguard of assets, to prevent and detect frauds, to ensure completeness and accuracy of accounting records, to ensure robust financial reporting and statements and timely preparation of reliable financial information. These are achieved through Delegation of Authority, Policies and

Procedures and other specifically designed controls, and their effectiveness is tested regularly as per the laid-out mechanism as well as through external agencies.

As per the provisions of the Companies Act, 2013 (‘Act'), Mr. Nikhil Sawhney (DIN:00029028), Non-Executive Director will retire by rotation at the ensuing Annual General Meeting (‘AGM') of the Company and, being eligible, seeks re-appointment. The Board has recommended his reappointment.

During the year under review, the Board of Directors on the recommendation of the Nomination and Remuneration Committee, re-appointed Mr Dhruv M. Sawhney (DIN:00102999) as Managing Director of the Company (designated as Chairman and Managing Director) for a further period of five years, on the expiry of his present term i.e. with effect from March 31, 2025 and fixed his remuneration, which was approved by the shareholders by way of a special resolution through postal ballot on March 29, 2025.

All the Independent Directors of the Company have submitted the requisite declarations stating that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Board reviewed and assessed the veracity of the aforesaid declarations, as required under Regulation 25(9) of the Listing Regulations and taken the same on record. In the opinion of the Board, all the Independent Directors fulfil the said conditions as mentioned in Section 149(6) of the Act and the Listing Regulations and are independent of the Management.

As required under the provisions of Section 203 of the Companies Act, 2013, the key managerial personnel, namely, Vice Chairman and Managing Director, CFO, and Company Secretary, continue to hold those offices as on the date of this report.

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, that of individual directors as well as evaluation of its committees. The evaluation criteria, as defined in the Nomination and Remuneration Policy of the Company, covered various aspects of the Board, such as composition, performance of specific duties, obligations and governance. A feedback was sought by way of structured questionnaires and evaluation was carried out based on various criteria and the responses received from the Directors.

The performance of individual directors was evaluated on parameters such as: attendance at the meetings; contributions made in the discussions; contribution towards formulation of the growth strategy of the Company; commitment; independence of judgement; safeguarding the interests of the Company and minority shareholders; additional time devoted besides attending Board/Committee meetings. The directors have expressed their satisfaction with the evaluation process.

The policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 and the Listing Regulations, adopted by the Board, is available on the website of the Company at https://www.trivenigroup.com/files/policies/Nomination%20 &%20Remuneration%20Policy.pdf

During the year, seven board meetings were held, the details of which are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between the two board meetings did not exceed 120 days, as prescribed under the Companies Act, 2013 and the Listing Regulations.

M/s S.S. Kothari Mehta & Co. LLP (SSKM), Chartered Accountants (FRN: 000756N), were re-appointed as Statutory Auditors of the Company at the 86th AGM to hold office for another term of five consecutive years until the conclusion of 91st AGM of the Company, which will be held in the year 2027.

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 duly amended, Cost Audit is applicable to the Sugar and Power transmission businesses of the Company. The Company has been maintaining cost accounts and records in respect of the applicable products. Mr Rishi Mohan Bansal and M/s GSR & Associates, Cost Accountants have been appointed as Cost Auditors to conduct the cost audit of the Sugar businesses (including cogeneration and distillery) and Power transmission business respectively of the Company for the FY 26, subject to ratification of their remuneration by the shareholders at the ensuing Annual General Meeting. The Board recommends the ratification of the remuneration of the Cost Auditors for the FY 26.

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s Suresh Gupta & Associates (‘SGA'), a proprietary firm of peer reviewed Company Secretaries in practice (CP No.5204) to undertake the Secretarial Audit of the Company for FY 25. The report on secretarial audit is annexed as Annexure-E to the Board's report. The report does not contain any qualification, reservation or adverse remark.

Further, as per Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Listing Regulations, the Board has recommended to appoint SGA as the Secretarial Auditors of the Company. to conduct the secretarial audit for a term of 5 (five) consequtive years commencing from FY 26 till FY 30, subject to approval of the shareholders at the ensuing AGM to conduct the secretarial audit for a term of 5 (five) consequtive years commencing from FY 26 till FY 30, subject to approval of the shareholders at the ensuing AGM.

The Auditors report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark. The comments of the Auditors in para 2(b) read with para 2(i)(vi) of their report are self-explanatory._ Pursuant to section 143(12) of the Companies Act, 2013, the Statutory auditors of the Company has not reported any instances of fraud committed in the Company by its officers or employees, the details of which are required to be mentioned in the Board's Report. Further, the auditors, in their report on consolidated financial statements, have referred para vii(a), relating to outstanding undisputed statutory dues, para xiv(b), relating to internal control system and para xix, relating to material uncertainty regarding capability to meet liabilities of CARO of M/s Sir Shadi Lal Enterprises Ltd., a subsidiary of the Company. All these comments have been explained in the director's report of Sir Shadi Lal Enterprises Ltd.

The CSR Policy formulated by the CSR Committee in line with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, is available on the website of the Company at https://www.trivenigroup.com/files/policies/ CSR%20Policy(Revised).pdf

The composition of the CSR Committee and Annual Report on CSR activities during FY 25 as recommended by the CSR Committee and approved by the Board, is provided in Annexure-F to the Board's report.

The composition of Audit Committee is provided in the Corporate Governance Report that forms part of this Annual Report.

The Company has established a vigil mechanism through Whistleblower Policy for the employees and other directors of the Company to report genuine concern (including reporting of instances of leakage of unpublished price sensitive information) and to ensure strict compliance with ethical and legal standards. The provisions of the policy are in line with Section 177(9) of the Act and Listing Regulations. The policy is uploaded on the website of the Company at https://www. trivenigroup.com/files/policies/Whistle%20Blower%20Policy. pdf

The Company has in place Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 (POSH Policy). The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the said Act. No complaint was received by the Internal Complaint Committee during FY 24.

Notes 7 of the standalone financial statements of the Company forming part of the Annual Report provide particulars of the investments made by the Company in the securities of other bodies corporate; Notes 9 and 50 provide details of loans advanced; and, Note 40 provides details of guarantee given by the Company.

The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are provided inAnnexure-G to the Board's report.

The information as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure-H to the Board's Report.

The particulars of employees drawing remuneration in excess of limits set out in the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-I to the Board's Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

In terms of the provisions of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis is set out in this Annual Report.

In terms of the provisions of Regulation 34 of the Listing Regulations, the BRSR is set out in this Annual Report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

The Company has not accepted any public deposits under Section 73 of the Companies Act, 2013.

No debentures were issued during the period under review.

Pursuant to Section 92(3) and 134(3) of the Companies Act, 2013, the annual return for the financial year 2024-25 is available on website of the Company at https://www. trivenigroup.com/shareholders-information?q=annual-return

There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and Company's operations in future.

During the year under review, neither any application was made nor any proceedings is pending against the Company under the Insolvency and Bankruptcy Code, 2016. Further, there was no instance of one-time settlement with any bank or financial institution.

Your Company believes and considers its human resources as the most valuable asset. The management is committed to provide an empowered, performance oriented and stimulating work environment to its employees to enable them to realise their full potential. Industrial relations remained cordial and harmonious during the year.

Your Directors wish to take the opportunity to express their sincere appreciation to our customers, suppliers, shareholders, employees, the Central, Uttar Pradesh and Karnataka Governments, financial institutions, banks and all other stakeholders for their whole-hearted support and cooperation.

We look forward to their continued support and encouragement.