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Company Information

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TRIVENI ENGINEERING & INDUSTRIES LTD.

22 October 2026 | 12:00

Industry >> Sugar

Select Another Company

ISIN No INE256C01024 BSE Code / NSE Code 532356 / TRIVENI Book Value (Rs.) 151.67 Face Value 1.00
Bookclosure 31/08/2026 52Week High 490 EPS 12.19 P/E 19.23
Market Cap. 5168.39 Cr. 52Week Low 220 P/BV / Div Yield (%) 1.55 / 1.17 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors have pleasure in presenting the 90th Annual Report and audited financial statements for the Financial Year (FY)
ended March 31, 2026.

Financial Results

Particulars

Standalone

Consolidated

2025-26

2024-25

2025-26

2024-25

Revenue from operations (Gross)

7620.48

6807.08

7620.85

6807.94

Revenue from operations (Net of excise duty)

6290.12

5688.38

6290.49

5689.24

Operating Profit (EBITDA)

602.23

522.36

623.84

533.75

Finance cost

94.00

75.72

100.20

83.45

Depreciation and Amortization

144.18

126.16

144.16

126.16

Profit before exceptional items, Share of Profit of JV & tax

364.05

320.48

379.48

324.14

Share of Profit of JV

NA

N.A.

(1.28)

0.09

Profit before Exceptional items &tax

364.05

320.48

378.20

324.23

Exceptional items

14.06

-—

14.06

Profit before tax

349.99

320.48

364.14

324.23

Tax Expenses

91.43

84.96

95.43

85.97

Profit after Tax

258.56

235.52

268.71

238.26

Other comprehensive income (net of tax)

2.06

(6.64)

2.06

(6.64)

Total comprehensive income

260.62

228.88

270.77

231.62

Earning per equity share of '1 each (in ')

11.73

10.70

12.19

10.88

Retained Earnings brought forward

3026.56

2810.14

3038.66

2819.51

Appropriation:

- Equity Dividend

87.56

27.36

87.56

27.36

- Others

(4.06)

(8.26)

(4.07)

(8.25)

Retained earnings carried forward

3201.62

3026.56

3223.88

3038.66

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 except that pursuant to the NCLT
approved Composite Scheme of Arrangement (“Scheme”),
which has become effective from May 19, 2026, Power
Transmission Business Undertaking (‘PTB”) of the Company
will be demerged from the demerger appointed date on April 1,
2026 into the Resulting Company, Triveni Power Transmission
Limited (“TPTL”). The effect of the said demerger will be
accounted for in the next financial year.

The aforesaid results are after taking into consideration the
effect of amalgamation of Sir Shadilal Enterprises Ltd. (SSEL)
with the Company with effect from the amalgamation appointed
date as April 1, 2025 in accordance with the Scheme. The
said Scheme is effective from May 19, 2026 when the certified
copies of orders of NCLT dated May 7, 2026 and May 18, 2026

were filed with the ROC. As per the order of NCLT, demerger
of (PTB into the Resulting Company (TPTL) will take place
with effect from April 1, 2026 and hence, the operations and
financial results of PTB are included in the aforesaid results of
the Company for FY 2025-26.

The results presented above include the operations of SSEL for
the full financial year 2025-26 and the previous year includes
results from June 20, 2024, when SSEL became a subsidiary
of the Company. The results are not comparable to that extent.

Performance Results

During the year, net Consolidated Turnover (net of Excise Duty)
has increased by 11%, majorly driven by increased turnover in
Sugar and Distillery businesses. While the turnover of Sugar
business (including Distillery) increased by 11%, turnover of
Engineering business is at the same level as last year as the
decline in turnover of Power Transmission business has been

offset by increase in turnover of Water business. The decline
in turnover of Power Transmission business is on account of
delays in deliveries by customers, including due to geopolitical
situation towards the end of the year.

Consolidated Profit before Tax (before exceptional items) is
higher by 17% primarily due to much improved profitability in
the Distillery segment. Exceptional items include estimated
impact of additional liabilities of ' 14.06 crores in respect of
employee benefit expenses due to the introduction of new
Labour Codes. Accordingly, profit before tax (after exceptional
items) stood at ' 364.14 crores as against ' 324.23 crores in
the previous financial year. Profit after Tax is at ' 268.71crores
as compared to ' 238.26 crores in the previous financial year.

Sugar Business including Co-generation

Profitability of Sugar segment is 2% higher at ' 272 crores.
The cost of goods sold is higher during the year as majority
of sugar sold during the current year is pertaining to sugar
season 2024-25, which carries high cost due to lower recovery
achieved in that season. Further, in respect of season 2025¬
26, cane price increased by '300 /MT resulting in increase in
cost of production. However, the effect of aforesaid costs on
profitability of the year was partially mitigated by increase in
sugar realization price by 4%, increase in sugar sales volume
by 10% and enhancement of power tariff including for the
retrospective period from April 1, 2024.

During the financial year, the sugarcane crush is at the same
level as FY 25 but the recovery is higher by 16 basis points.
As a result of higher recovery and other efficiencies achieved,
cost of production has increased only by 1% despite cane
price increase by 8%.

In the Sugar Season (SS) 2025-26, overall crush is lower by 9%
due to lower yields and significant diversion of sugarcane for
jaggery purposes, but the recovery achieved is 26 basis points
higher. Further, sugar operations SS 2025-26 were carried out
based on C-Heavy molasses only whereas in the previous
season 49% crush was carried out with C-Heavy molasses
and 51% crush with B-Heavy molasses. The switch was
made in view of better contribution with C-Heavy molasses.
Consequently, the total sugar production during the season is
at the same level as last season despite lower crush.

Distillery Operations

There has been substantial improvement in the profitability
of Distillery segment during the year. Segment profitability
(including Alco Beverages) has increased significantly by
201% to ' 119.3 crores. The improvement in the performance
is attributed to lower procurement prices for maize, higher
average operating days and higher efficiency resulting in
cost optimisation.

During the year, production from grain feedstocks was 54% as
compared to 52% in the previous year. The total production
and sales volumes during the year were 23.65 crore litres and
21.35 crore litres respectively as compared to 20.01 crore litres
and 20.16 crore litres in the previous year.

Sales volume of IMIL (Indian made Indian liquor) increased
by 6% to 59 lakh cases. Brands of IMFL (Indian made foreign
liquor) are being developed and distributed in the State of Uttar
Pradesh and towards the end of the current year, these were
also introduced in Delhi market.

At blending level of E20, the requirements of OMCs are much
lower than the total capacity available. Representations have
been made to the Government to increase blending percentage
along with notifying other application areas so that full capacity
available in the country may be utilized to produce ethanol
in the new application areas. In view of recent geopolitical
situation, the price of crude oil has increased significantly
and accordingly, the Government has accelerated efforts to
increase blending levels and to find more application areas.
Accordingly, the Government is contemplating E-85 and E-100
so that ethanol is sold as primary fuel and not just as a blending
additive. Likewise, in April 2026, the Indian government has
authorized blending ethanol and synthetic hydrocarbons into
Aviation Turbine Fuel (ATF) to create Sustainable Aviation Fuel
(SAF). This initiative aims to reduce carbon emissions and
dependency on imported crude oil, with a target of 1% SAF
blending for international flights by 2027.

Power Transmission Business (PTB)

During the year, turnover of Power Transmission business has
declined by 8% to '340 crores. It has achieved segment profit
of ' 120 crores, decline of 5% from the previous year.

The decline in the revenue of PTB has taken place due delayed
deliveries by the customers, including due to geopolitical
situation. Order booking during the year is at ' 467 crores,
almost at the same level as previous year. However, the order
book at the end of the year stood at 25% higher at '485 crores.

The growth in this business is expected to result from
international markets as well as from the Defense opportunities.
The Company is focusing on international business and has set
up a step-down foreign subsidiary in Switzerland to focus on
securing business from European customers. The Company
has a unique advantage of comparable efficiencies and
substantial cost advantage. Likewise, the Company will also
be pursuing various Defense opportunities and is hopeful of
securing sizable orders next year.

This business will stand demerged from the Company from
April 1, 2026, and will be transferred to and vested in TPTL.

Post demerger, the Company will hold equity stake of around
30% in TPTL.

Water Business

During the year, Water business (including two wholly owned
subsidiaries to undertake HAM projects) has achieved 15%
higher turnover at ' 268.51 crores and the segment profit is at
' 31 crores as compared to ' 32.78 crores in the previous year.
During the previous year, substantial projects savings were
recognized in respect of some projects nearing completion
whereas current year includes reimbursement of GST on
interest income on annuity pertaining to previous years.

The Company has been executing international projects
satisfactorily. During the year, it has completed and handed
over Maldives project (06 islands) and has substantially
completed Bangladesh Project.

During the year, Water business has secured orders of ' 165
crores comprising EPC component of ' 126 crores and
equipment of '39 crores.

Composite Scheme of Arrangement

As reported last year, the Board of Directors of the Company
had, subject to requisite approvals, approved a Composite
Scheme of Arrangement among Triveni Engineering &
Industries Limited (“TEILVAmalgamated Company), Sir Shadi
Lal Enterprises Limited (“SSEL”/Amalgamating Company)
and Triveni Power Transmission Limited (“TPTL”/Resulting
Company) and their respective shareholders and creditors
under Section 230 to 232 and other applicable provisions of
the Companies Act, 2013 read with Rules made thereunder
(the “Scheme”),inter-alia, providing for the amalgamation of
SSEL into TEIL, and the demerger of the Power Transmission
Business of TEIL into TPTL.

Your directors are pleased to inform that during the year under
review, the Scheme received no objection from BSE Ltd. and
NSE, was approved by the requisite majority of shareholders
and creditors, and was sanctioned by the Hon'ble National
Company Law Tribunal, Allahabad Bench (‘NCLT') vide Orders
dated May 7, 2026 and May 18, 2026. The Scheme became
effective on May 19,2026 (the ‘Effective Date'), upon filing of
the certified copies of the NCLT orders with the Registrar of
Companies, Uttar Pradesh, Noida.

Upon the Scheme becoming effective, SSEL stands dissolved
without winding up and amalgamated with TEIL and all its
assets, liabilities, rights and obligations, have been transferred
to and vested in TEIL with effect from the Appointed Date viz.
April 1, 2025. Further, the Power Transmission Business of
TEIL, including all its assets and liabilities, has been transferred

to and vested in TPTL, with effect from the Appointed Date viz
April 1, 2026.

As consideration for the amalgamation, TEIL shall issue and
allot equity shares to the eligible shareholders of SSEL as on
the record date i.e. June 3, 2026, in accordance with the share
exchange ratio under the Scheme. However, the pre-scheme
share capital held by TEIL in SSEL shall stand cancelled.

Pursuant to the demerger, TPTL shall issue and allot its equity
shares to eligible TEIL shareholders as on the record date, as
and when fixed, in accordance with the share entitlement ratio
under the Scheme. Upon such allotment, TPTL will become an
associate company of TEIL, with TEIL holding an approximate
29.88% equity stake in TPTL.

Transfer to reserve

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

Share Capital

There was no change in share capital of the Company during
the year under review. Subsequent to the year, upon the
Scheme becoming effective, the authorized share capital
of the Company was restructured and increased from '70
crore to '90 crore, as provided under the Scheme, with the
Memorandum of Association has been amended accordingly.

Dividend

Your Board is pleased to recommend a final dividend of ' 1.25
per equity share of face value ' 1/- each (125%), subject to
shareholder approval at the upcoming Annual General Meeting.
Together with the interim dividend of ' 1.50 per equity share,
the total dividend for FY 2025-26, if approved, will be ' 2.75
per equity share (275%), entailing a total outlay of ' 60.4 crore.

Dividend Distribution Policy

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/storage/files/policies/Dividend%20
Distribution%20Policy.pdf

Subsidiary and Associate/Joint Venture
Companies

During the year, Triveni Power Transmission Limited (“TPTL”), a
wholly owned subsidiary of the Company, acquired 100% equity

interest in Triveni Power Transmission GmbH (“TPTGmbH”), a
Swiss limited liability company, effective November 4, 2025,
making TPTGmbH a wholly-owned subsidiary of TPTL and
a step-down subsidiary of the Company. Subsequent to the
year, pursuant to the Scheme, upon amalgamation of SSEL
into TEIL, SSEL ceased to be a subsidiary of the Company.

As required under 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, in the
prescribed format AOC-1, is annexed as
Annexure-A to the
Board's Report. All the subsidiary companies, except Mathura
Wastewater Management Private Limited (‘MWMPL') and Pali
ZLD Private Limited (‘PZPL'), are relatively small with no material
business activity.

MWMPL is engaged in development of sewage treatment
plants and associated infrastructure at Mathura , Uttar Pradesh,
under the Namami Gange Programme, on Hybrid Annuity PPP
basis while PZPL is engaged in the development of a Common
Effluent Treatment Plant with a Zero Liquid Discharge facility
(Unit-4) for the Pali Industrial Complex (Rajasthan) on PPP/
HAM basis.

During the year under review, MWMPL and PZPL recorded
revenue of ' 8.90 crore and ' 9.01crore and profit after tax
(PAT) of ' 12.74 crore and loss of ' 0.59 crore, respectively.

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

Consolidated Financial Statements

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

Directors Responsibility Statement

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, 2026, 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.

Corporate Governance

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.

Related Party Contracts/Transactions

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 is available
on website of the Company at
https://www.trivenigroup.com/
storage/files/policies/1748516244.pdf.

The Company enters into related party transaction on
commercial and arms' length basis with a view to optimize
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. The Company has not entered into any
contract/arrangement/ transactions with related parties which
could be considered material in accordance with the Policy of
the Company on the materiality of related party transactions.
This Board's report does not include Form AOC-2 as there
was no such related party transaction that required disclosure
in terms of Section 134(3)(h) of the Companies Act, 2013 read
with Rule 8(2) of the Companies (Accounts) Rules, 2014.

Risk Management Policy and Internal Financial
Control

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 minimization procedures
are periodically reviewed by the Risk Management Committee,
Audit Committee and the Board. The policy facilitates
identification of risks at an early stage and ensures necessary
steps to be taken to mitigate the risks.

The policy recognizes that all risks in the business cannot be
eliminated but these could be controlled or minimized 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 categorization thereof based on their severity. Such
categorization 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 endeavor 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.

Directors and Key Managerial Personnel
(KMP)

As per the provisions of the Companies Act, 2013 (‘Act'),
Mr. Tarun Sawhney (DIN:00382878), Vice Chairman and
Managing 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 re¬
appointment.

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.

Board Evaluation Mechanism

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.

Policy on Directors appointment and
remuneration

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/storage/files/policies/
Nomination%20&%20Remuneration%20Policy.pdf

Board Meetings

During the year, five 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.

Auditors

Statutory Auditors M/s S.S. Kothari Mehta & Co. LLP (SSKM),
Chartered Accountants (FRN: 000756N/ N500441), were re¬
appointed as the Statutory Auditors of the Company at the
86th Annual General Meeting to hold office for a further term of
five consecutive years, up to the conclusion of the 91st Annual
General Meeting of the Company to be held in the year 2027.

Cost Audit

In accordance with 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, as amended from time to time, Cost Audit is
applicable to the Sugar business of the Company for FY 2026¬
27. The Company has been maintaining the requisite cost
accounts and records in respect of the applicable products.

Mr. Rishi Mohan Bansal, Cost Accountant (FRN:102056), has
been appointed as the Cost Auditor to conduct the cost audit
of the Company's Sugar business (including cogeneration
and distillery) for the FY 26-27, subject to ratification of their
remuneration by the shareholders at the ensuing Annual
General Meeting. The Board recommends the ratification of
the remuneration payable to the Cost Auditor for FY 2026-27.

Secretarial Audit

In terms of the provisions of Section 204 of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, and
Regulation 24A and other applicable provisions of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, read with
the circulars issued thereunder from time to time, M/s Suresh
Gupta & Associates (SGA), a proprietary firm of peer reviewed
Practicing Company Secretaries (CP No. 5204), were appointed
as the Secretarial Auditor of the Company at the 89th Annual
General Meeting to conduct the secretarial audit for a term of
5 ( five) consecutive years commencing from FY 2025-26 up
to FY 2029-30. The Secretarial Audit Report is annexed to the
Board's Report as
Annexure-D. The report does not contain
any qualification, reservation or adverse remark.

Comments on the Auditors Report

The Statutory Auditors, in their audit report for FY 2025-26,
have included an Emphasis of Matter paragraph referring to
the Note No. 45 of the financial statements, in respect of the
accounting treatment of the amalgamation of Sir Shadi Lal
Enterprises Limited (“SSEL’) with the Company. Their opinion
is not modified in respect of the above matter.

The Auditors' Report for FY 2025-26 does not contain
any qualification, reservation, or adverse remark except a
comment under para iii(e) of Companies (Auditor's Report)
Order (
Annexure- A to the main Auditor's Report) noting the

renewal of a loan of ' one crore extended to Pali ZLD Private
Limited (“PZPL’) during the year.

PZPL, a wholly owned subsidiary of the Company, was
extended a loan of ' one crore as temporary funding to
address business requirement arising from delays in achieving
commercial operation date for phase I of its project due to
non-conforming influent incoming effluent. As the matter
remains unresolved, PZPL has been unable to pay the amount,
and the repayment date has accordingly been extended to
September 2027.

Further, pursuant to Section 143(12) of the Companies Act,
2013, the Statutory Auditors have not reported any instances
of fraud committed by the Company's officers or employees
that are required to be disclosed in the Board's Report.

Disclosures

Corporate Social Responsibility

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

The composition of the CSR Committee and the Annual Report
on CSR activities for FY 2025-26, as recommended by the
CSR Committee and approved by the Board, are provided in
Annexure-E to the Board's Report.

Audit Committee

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

Vigil Mechanism

The Company has established a vigil mechanism through
its Whistle Blower Policy to enable employees and Directors
to report genuine concerns, including instances of leakage
of unpublished price sensitive information, and to ensure
adherence to high ethical and legal standards. The provisions
of the Policy are in accordance with Section 177(9) of the
Companies Act, 2013 and the applicable provisions of the
Listing Regulations. The Policy is available on the Company's
website at:
https://www.trivenigroup.com/storage/files/
policies/Whistle%20Blower%20Policy.pdf

Disclosure under the sexual harassment of
women at workplace (Prevention, Prohibition
and Redressal) Act 2013

The Company has adopted an Anti-Sexual Harassment Policy
in accordance with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013 (POSH). The Company has also complied with the
provisions relating to the constitution of the Internal Complaints
Committee under the said Act. No complaint was received by
the Internal Complaints Committee during FY 2025-26.

Particulars of Loans, Guarantees or
Investments made under section 186 of the
Companies Act, 2013

Note 7 of the Standalone Financial Statements forming part
of this Annual Report provides particulars of the investments
made by the Company in the securities of other bodies
corporate. Notes 9 and 51provide details of the loans advanced
by the Company, while Note 40 (v) sets out the particulars of
guarantees given by the Company.

Conservation of energy, technology
absorption, foreign exchange earnings and
outgo

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

Particulars of employees

The information 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-G to the Board's Report.

The particulars of employees drawing remuneration in excess
of the limits prescribed under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are provided in
Annexure-H to the Board's
Report. However, in accordance with the provisions of Section
136 of the Companies Act, 2013, the Annual Report circulated
to the members does not include the aforesaid information.
The same 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.

Management Discussion and Analysis

In accordance with the provisions of Regulation 34 of the
Listing Regulations, the Management Discussion and Analysis
forms part of this Annual Report.

Business Responsibility & Sustainability Report (BRSR)
Pursuant to the provisions of Regulation 34 of the Listing
Regulations, the Business Responsibility and Sustainability
Report (BRSR) is also included in this Annual Report.

Secretarial Standards

The Company has put in place appropriate systems to ensure
compliance with all applicable Secretarial Standards issued by

the Institute of Company Secretaries of India (ICSI), and such
systems are considered adequate and are operating effectively.

Deposits

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

Debentures

No debentures were issued during the period under review.

Annual Return

Pursuant to Section 92(3) and 134(3) of the Companies Act,
2013, the annual return for the FY 2025-26 is available on
website of the Company at
https://www.trivenigroup.com/
shareholders-information?q=annual-return

Significant and material orders/General
Disclosures

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.

Human Resources

Your Company considers its human resources to be its most
valuable asset. The management remains committed to
providing an empowered, performance-driven, and stimulating
work environment that enables employees to realise their full
potential. Industrial relations during the year remained cordial
and harmonious.

Appreciation

Your Directors take this opportunity to place on record
their sincere appreciation for the continued support and
cooperation received from customers, suppliers, shareholders,
employees, the Central Government, the Governments of Uttar
Pradesh and Karnataka, financial institutions, banks, and all
other stakeholders.

We look forward to their continued support and encouragement
in the future.

For and on behalf of the Board of Directors

Dhruv M. Sawhney

Place: Noida Chairman and Managing Director

Date: May 29, 2026 DIN: 00102999