Your Directors are pleased to present the 31^st Annual Report along with the audited financial statements for the financial year
ended on March 31, 2026.

Financial Highlights

*In FY 26, exceptional items pertain to one-time impact on account of implementation of New Labour Code in compliance with Ind AS 19
relating to changes in employee benefit obligations; whereas in FY 25, exceptional items in standalone financial statements pertain to gain
on account of capital reduction of wholly owned subsidiary, Triveni Energy Solutions Limited.

Business Operations

The Company delivered a satisfactory performance
during the year, achieving its highest-ever annual revenue
of ' 21,811 million, reflecting a growth of 9% over the
previous year. This growth was largely driven by exports,
which recorded a robust increase of 30% year-on-year
and contributed 58% of total revenue, underscoring the
Company's continued success in expanding its global
footprint. While domestic revenues moderated during the
year, the overall performance highlights the Company's
increasing international orientation and resilience across
markets despite geopolitical uncertainties, supply chain
challenges, and evolving trade dynamics.

Operating profit (EBITDA) stood at ' 5,268 million, with
a healthy margin of 24.2%, reflecting continued focus on
operational efficiency and cost optimisation. Profit before tax
(before exceptional items) remained stable at ' 4,888 million,
while Profit after tax stood at ' 3,494 million, impacted by
exceptional items relating to the implementation of the new
wage code.

Order booking remained resilient during the year at
' 23,256 million, with a stable performance despite external
challenges. The Company closed the year with a healthy order
book of ' 20,539 million, reflecting an increase of 8% year-
on-year, providing strong revenue visibility going forward.
Export order booking continued to contribute significantly,
accounting for over half of total order inflows.

During the year, the Aftermarket segment demonstrated
strong momentum, with order booking growing by 41% year-

on-year, increasing its contribution to 38% of total order
booking, up from 26% in the previous year. The closing
aftermarket order book increased by 106.9%, reinforcing the
Company's strategic focus on building a stable and high-
margin lifecycle services business.

The Company continued to strengthen its international
presence, with overseas subsidiaries gaining momentum and
playing an increasingly important role in driving growth across
key markets. The successful completion of the acquisition of
remaining 30% of TSE Engineering (Pty) Limited, South Africa
resulting in 100% ownership to Triveni Turbines FZCO, Dubai
(formerly known as Triveni Turbines DMCC), marks a strategic
milestone and enhances the Company's capabilities across
products, services, and global delivery.

The year was marked by several significant order wins across
energy transition, industrial and utility applications. The
Company secured projects in waste-to-energy, geothermal,
and green thermal solutions, including its first geothermal
turbine- generator supply in Southeast Asia, first commercial
CO₂ heat pump deployment, and entry into nuclear turnkey
projects. These milestone wins highlight the Company's
expanding technology capabilities and entry into new, high-
potential segments.

In the area of sustainability and advanced technologies, the
NTPC Kudgi project remains a key milestone, demonstrating
the Company's progress in CO₂-based energy storage
systems and positioning it at the forefront of next-generation
energy solutions. The Company continues to build capabilities
aligned with global decarbonisation trends and emerging
energy requirements.

Overall, the Company remains well positioned to capitalise
on growth opportunities driven by global emphasis on
energy efficiency, decarbonization, renewable thermal
solutions, supported by a strong order pipeline, growing
international presence, and continued focus on innovation
and operational excellence. A robust enquiry pipeline across
IPP, steel, cement, and oil & gas, geothermal sectors backed
by manufacturing presence in the US and South Africa,
enhances the Company's near-term visibility.

Dividend

Pursuant to the requirements of the regulation 43A of
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”), the Company has adopted a Dividend
Distribution Policy. This Policy has been uploaded on the
website of the Company and can be accessed athttps://
www.triveniturbines.com/wp-content/uploads/2023/10/
Dividend-Policy.pdf.

The Board of Directors in its meeting held on February 3,
2026 declared an interim dividend of 225% (' 2.25 per
equity share) based on the criteria set forth in the Dividend
Distribution Policy, which was paid in compliance with
provisions of the Companies Act, 2013 (“Act”).

In addition, the Board of Directors of your Company at their
meeting held on May 18, 2026 has recommended a final
dividend of 200% (' 2 per equity share) for the FY 2025-26,
subject to the approval of the members at the ensuing Annual
General Meeting (“AGM”) of the Company.

The Dividend, if declared, will be paid to the members
holding equity shares as on record date i.e., Wednesday,
September 2, 2026, subject to deduction of tax at source.

The total dividend for the financial year 2025-26 will be 425%
(' 4.25 per equity share), including the interim dividend.

Transfer to reserves

The Company does not propose to transfer any amount to
general reserve.

Share Capital

During the year under review, the Company has allotted
18,066 equity shares to its employees under “Triveni Turbine
Limited-Employee Stock Unit Plan 2023” in accordance
with the provisions of Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021. The shares so allotted rank pari passu
with the existing share capital of the Company. Apart from the
same, there was no other change in the share capital of the
Company. The issued, subscribed and paid-up equity capital
of the Company as on March 31, 2026 was ' 31,78,94,979
divided into 31,78,94,979 equity shares of ' 1/- each.

Material changes and commitments

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

Subsidiaries/ Joint ventures

As on date of this report, the Company has five subsidiaries
which includes both direct/step-down subsidiaries and one
joint venture. As required under section 129 of the Act, read
with the Companies (Accounts) Rules, 2013, a statement
highlighting the salient aspects of the financial statements of
subsidiaries and joint venture is submitted as Annexure A to
the Board's Report in the prescribed format AOC-1.

During the year, M/s. Triveni Turbines FZCO, Dubai (“TTF”)
(formerly known as M/s. Triveni Turbines DMCC), wholly

owned subsidiary of the Company, executed a “Sale of
Shares Agreement” for the acquisition of remaining 30%
equity shares of TSE Engineering (Pty) Ltd. (“TSE”). After
consummation of this acquisition, TSE became a wholly
owned subsidiary of TTF and a wholly owned step-down
subsidiary of the Company. During the year, no company
became or ceased to be the Company's subsidiaries, joint
ventures or associates.

Thereafter, TSE was merged into Triveni Turbines Africa (Pty)
Ltd (“TTAPL”), a step-down wholly owned subsidiary of the
Company, pursuant to approval granted by the Companies
and Intellectual Property Commission, South Africa with
effect from April 1, 2026. Accordingly, TSE was dissolved
and ceased to be a step-down wholly owned subsidiary of
the Company with effect from the said date.

The financial statements of the subsidiaries have been placed
on the Company's weblink at https://www.triveniturbines.
com/investors/financials/annual-reports-subsidiaries/. The
report on the growth trends and outlook of those subsidiaries
which impact your Company's performance reasonably
are captured in the Management Discussion and Analysis
(financial review section) of this report.

The Company has formulated a policy for determining
material subsidiaries and the same has been uploaded on
the website of the Company athttp://www.triveniturbines.
com/key-policies.

Consolidated Financial Statements

Your Directors have attached the Consolidated Financial
Statements of the Company for the financial year ended March
31, 2026, prepared in accordance with the applicable Ind AS,
which form part of the Annual Report, in accordance with the
provisions of the Act and Indian Accounting Standards (Ind
AS) as specified in section 133 of the Act and regulation 34 of
the Listing Regulations read with other applicable provisions.

The financial statements, including consolidated financial
statements and accounts for each of the subsidiaries
are available on the Company's website at https://www.
triveniturbines.com/investors/financials/annual-reports
subsidiaries/.

Directors’ Responsibility Statement

Pursuant to section 134(5) of the Act, 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 period;

c) They have taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of the Act, 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 are operating effectively; and

f) They have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

Corporate Governance and Compliance
Management

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.

The Company has established a robust and structured
compliance management framework designed to ensure
adherence to all applicable laws, regulations, and internal
policies. This framework is supported by an integrated digital
compliance platform that systematically identifies, maps,
and tracks legal and regulatory requirements relevant to
the Company's operations across various jurisdictions and
business functions.

Related Party Transactions

In terms of section 188(1) of the Act, all related party
transactions entered into by the Company during the
FY 2025-26 were carried out with prior approval of the Audit
Committee and the approval of the Board, wherever required.

The Company has formulated a Related Party Transactions
Policy which has been uploaded on its website athttp://
www.triveniturbines.com/key-policies.The Company strives
to enter into related party transactions in ordinary course of
business and on arm's length basis in order to optimize the
overall resources of the group.

During the FY 2025-26, the Company had not entered into
any contract/arrangement/transaction with related parties
that may be considered material.

Form AOC-2 pursuant to section 134(3)(h) of the Act read with
rule 8(2) of the Companies (Accounts) Rules, 2014, is set out
in Annexure D to this Report.

Further, the members may refer to Note No. 33 of the
Standalone Financial Statements which sets out related party
disclosures during the year pursuant to Ind-AS.

Risk Management Policy and Internal Financial
Controls

The Company has an Enterprise Risk Management (ERM)
framework, governed by the Enterprise Risk Management
Policy, which applies across all operations and is reviewed
periodically. The framework identifies, assesses, monitors
and mitigates internal and external risks relating to the
achievement of the Company's business objectives.
Following both bottom-up and top-down approaches, risks
identified at business and functional levels are classified into
broad categories, assessed for likelihood and impact, and
prioritised by risk score. Mitigation plans are drawn up having
regard to their short, medium and long-term implications, and
are monitored and reported on a continuing basis, with a view
to safeguarding the Company's assets, ensuring regulatory
compliance and maintaining operational efficiency.

The Board of Directors is the apex body for the review of critical
risks and the approval of mitigation plans, and reviews the risk
management framework periodically. The Risk Management
Committee, constituted in accordance with regulation 21 of
the Listing Regulations, is responsible for implementation
and monitoring of the Policy, for evaluating its adequacy and
reviewing it periodically having regard to changing industry
dynamics, and provides guidance and strategic direction
on the management of risks. The Committee met two times
during the financial year 2025-26, the details of which form
part of the Report on Corporate Governance. The Enterprise
Risk Management Policy is available on the Company's
website at https://www.triveniturbines.com/wp-content/
uploads/2023/10/TTL-Risk-Management-Policy.pdf

In terms of Section 134(3)(n) of the Act, the Board has
reviewed the elements of risk identified under the framework
and is of the opinion that none of them threatens the existence
of the Company. For detailed information regarding the Risk
and concerns, kindly refer ‘Management Discussion and
Analysis'.

The Company has defined policies and standard operating
procedures for all key business processes to guide business

operations in ethical and compliant manner. Compliance to
these policies is ensured through periodic self-assessment
as well as internal and statutory audits.

The Board reviews the internal processes, systems and the
internal financial controls and accordingly, the Directors'
Responsibility Statement contains a confirmation as regards
adequacy of the internal financial controls. Assurances on
the effectiveness of Internal Financial Controls is obtained
through management reviews as well as testing of the internal
financial control systems by the internal auditors during the
course of their audits. These systems provide reasonable
assurance that our internal financial controls are designed
effectively and are operating as intended.

Directors and Key Managerial Personnel (KMP)

During the year under review, based on the recommendation
of the Nomination and Remuneration Committee (“NRC”), the
Board of Directors approved the re-appointment of Mr. Nikhil
Sawhney (DIN: 00029028) as the Managing Director of the
Company, designated as Vice-Chairman and Managing
Director, for a further term of five years with effect from May
10, 2026, along with the remuneration payable to him. The
said re-appointment and remuneration were subsequently
approved by the Members of the Company through a postal
ballot on March 26, 2026.

Retirement by rotation and subsequent re¬
appointment

Pursuant to provisions of the Act, Mr. Dhruv M. Sawhney
(DIN: 00102999) retires by rotation at the ensuing Annual
General Meeting (“AGM”) of the Company and being eligible,
offers himself for re-appointment. The Board of Directors
of the Company recommends his re-appointment by the
shareholders of the Company at the ensuing AGM.

Re-appointment of Directors

The present term of five years of Mr. Vijay Kumar Thadani
(DIN: 00042527) and Mr. Vipin Sondhi (DIN: 00327400),
Independent Directors, will expire by efflux of time on
December 14, 2026 and March 16, 2027 respectively and
they are eligible for re-appointment for another term of five
consecutive years. The Board upon recommendation of the
NRC have approved their re-appointment as Non-executive
Independent Directors of the Company which shall be subject
to approval of the shareholders by way of special resolution
at the ensuing AGM.

A brief profile, expertise and other details as required
under the Act, regulation 36 of the Listing Regulations and
Secretarial Standards-2 related to the Directors proposed to
be re-appointed are annexed to the Notice convening the 31^st
AGM of the Company.

None of the Directors on the Board of the Company have
been debarred or disqualified from being appointed or
continuing as directors of companies by the Securities and
Exchange Board of India, Ministry of Corporate Affairs or any
other statutory authority.

The Company has received declarations of Independence
in terms of section 149 of the Act and the Listing Regulations
from all the Independent Directors and the same have been
taken on record by the Board of Directors. In the opinion of
the Board, there has been no change in the circumstances
which may affect their status as Independent Directors of
the Company and the Board is satisfied of the integrity,
expertise, and experience (including proficiency in terms of
section 150(1) of the Act and applicable rules thereunder)
of all Independent Directors on the Board. Further, in terms
of section 150 of the Act read with rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014,
as amended, Independent Directors of the Company have
included their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs.

Key Managerial Personnel (KMP)

As required under the provisions of section 203 of the Act, the
Key Managerial Personnel, namely, the Chairman & Managing
Director, Vice Chairman & Managing Director, Chief Financial
Officer, Chief Executive Officer, Chief Operating Officer and
the Company Secretary continue to hold that office as on the
date of this report.

Board Evaluation Mechanism

Pursuant to the provisions of the Act and Listing Regulations,
the Board has carried out an annual performance evaluation
of its own performance, those of individual Directors,
as well as, 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. The performance of individual Directors
was evaluated on parameters, such as number of meetings
attended, contribution made in the discussions, contribution
towards formulation of the growth strategy of the Company,
independence, application of judgement, safeguarding the
interest of the Company and minority shareholders, time
devoted apart from attending the meetings of the Company,
active participation in long-term strategic planning, ability to
contribute by introducing best practices to address business
challenges and risks etc. The Directors have expressed their
satisfaction with the evaluation process.

Policy on Directors’ appointment and remuneration

The Nomination and Remuneration Policy of the Company
on the appointment and remuneration of the Directors as

approved by the Board, including criteria for determining
qualifications, positive attributes, independence of a director
and other matters provided under sub-section (3) of section
178 of the Act, and Listing Regulations has been uploaded
on the website of the Company athttp://www.triveniturbines.
com/key-policies.The remuneration paid to the Directors is
as per the terms laid out in the policy.

Board Meetings

During the year, 6 (six) Board Meetings were held, the details
of which are given in the Corporate Governance Report that
forms part of the Board's Report. The maximum interval
between the two meetings did not exceed 120 days as
prescribed in the Act and Listing Regulations.

Change in Registered and Corporate Office

During the year under review, the Registered Office of the
Company is shifted from “A-44, Hosiery Complex, Phase II
Extension, Noida - 201305, Uttar Pradesh” to “401, BPTP
Capital City, Sector 94, Noida - 201301, Uttar Pradesh”
with effect from November 17, 2025, which is within the
jurisdiction of same Registrar of Companies, Uttar Pradesh.
This new Registered Office address is also considered as the
Corporate Office of the Company.

Statutory Auditors

M/s. Walker Chandiok & Co. LLP (ICAI Firm Registration
No.001076N/N500013), were re-appointed as Statutory
Auditors of the Company at the 27^th AGM to hold office for
another term of five consecutive years until the conclusion of
32^nd AGM of the Company, which will be held in the year 2027.

The Auditors' report for the FY 2025-26 does not contain any
qualification, reservation or adverse remark. Further, pursuant
to section 143(12) of the Act, the Statutory Auditors of the
Company have not reported any instances of fraud committed
in the Company by its officers or employees, the details of
which would need to be mentioned in the Board's Report.

Cost Auditors

In terms of the provisions of section 148 of the Act, 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 Company. The
Company has been maintaining cost accounts and records
in respect of applicable products.

The Cost Audit Report for the financial year 2024-25 does
not contain any qualification, reservation, adverse remark or
disclaimer. Further, there were no frauds reported by the Cost
Auditors under section 143(12) of the Act.

M/s. J.H. & Associates, Cost Accountants, Bengaluru were
appointed as Cost Auditors for conducting the audit of
cost records of the Company for the FY 2025-26. The Cost
Auditors will submit their report for the FY 2025-26 on or
before the due date and same will be submitted to the Central
Government within the prescribed timelines.

The Board approved the appointment of M/s. J.H. &
Associates, Cost Accountants, Bengaluru as the Cost
Auditors to conduct the cost audit of your Company for the
FY 2026-27. Since the remuneration payable to the Cost
Auditors is required to be ratified by the shareholders, the
Board recommends the same for approval by members at
the ensuing AGM.

Secretarial Auditors

In terms of section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, and Listing Regulations, M/s. Sanjay Grover
& Associates, Company Secretaries, a peer reviewed
firm bearing certificate no. 7853/2026 were appointed as
Secretarial Auditors of the Company for the term of 5 (five)
years from the conclusion of the 30^th AGM till the conclusion
of 35^th AGM.

The report on secretarial audit is enclosed as Annexure E
to the Board's Report. The report does not contain any
qualification, reservation or adverse remark. Further, there
were no frauds reported by the Secretarial Auditor under
section 143(12) of the Act.

Corporate Social Responsibility (CSR)

A CSR policy formulated by the CSR Committee is available
on the Company's website athttp://www.triveniturbines.
com/key-policies.The composition of the CSR Committee
and Annual Report on CSR Activities during FY 2025-26 as
recommended by the CSR Committee and approved by the
Board is provided in Annexure F to the Board's Report.

Audit Committee

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

Vigil Mechanism

The Company has established a vigil mechanism through a
Whistle Blower Policy and through the Audit Committee to
oversee genuine concerns expressed by the employees and
other directors. The Company has also provided adequate
safeguards against victimization of employees and directors
who may express their concerns pursuant to this policy. The
Company has also provided a direct access to the Chairman

of the Audit Committee on reporting issues concerned with
the interests of the employees and the Company. The policy
has been uploaded on the website of the Company athttp://
www.triveniturbines.com/key-policies.

Disclosure under the Sexual harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has an Anti-Sexual Harassment policy in line
with the requirements of the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (“POSH Act”). The Company has complied with
provisions relating to the constitution of Internal Complaints
Committee (“ICC”) under the POSH Act. The ICC has been
set up to address complaints received regarding sexual
harassment. The summary of the complaints is as under:

(a) No. of complaints of sexual harassment received in the
year: 0

(b) No. of complaints disposed off during the year: NA

(c) No. of cases pending for more than ninety days: 0

Your Company has actively prioritized the safety and wellbeing
of the employees of the Company through comprehensive
training and awareness programs on the POSH. Furthermore,
we have diligently complied with regulatory requirements by
filing annual returns with relevant authorities demonstrating
our commitment to maintain a respectful and secure
workplace environment.

Particulars of loans, guarantees or investments
made under section 186 of the Companies Act, 2013

Note No. 5 of the standalone financial statements of the
Company included in the Annual Report, provides the
particulars of the investments made by the Company in the
security of other bodies corporate. The Company has neither
given any loans nor provided any security in connection with
a loan to any body corporate or person.

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

The particulars required under section 134(3)(m) of the Act,
read with the relevant rules, are provided in Annexure G to
the Board's Report.

Particulars of Employees

The information as required under section 197 of the Act,
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 the 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 Act, 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 or email their request atcs.compliance@
triveniturbines.com.

Compliance with the Maternity Benefit Act, 1961

The Company complies with all provisions of the Maternity
Benefit Act, 1961, and ensures that eligible female employees
receive the maternity benefits, including paid leave, as per
the statutory requirements.

Employees Stock Options

The Company implemented Triveni Turbine Ltd. - Employee
Stock Unit Plan 2023 (“LTIP 2023”) to attract, retain and
reward key talent through a performance-linked equity
incentive program. The Plan aims to foster a sense of
ownership among eligible employees of the Company and
its subsidiaries, align their medium and long-term interests
with the Company's performance, and support sustainable
value creation for shareholders.

There is no material change in the LTIP 2023 after its
implementation. The LTIP 2023 is in compliance with the
Act and SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 and the disclosures relating to
the LTIP 2023 as required under the abovementioned SEBI
Regulations are available on the Company's websitehttps://
www.triveniturbines.com/wp-content/uploads/2025/04/
ESOP Plan 2023 .pdf

The certificate of Secretarial Auditor confirming compliance
of the LTIP 2023 with the Act and above mentioned SEBI
Regulations is given in Annexure J to this Report.

Management Discussion and Analysis Report

In terms of provisions of Regulation 34 of the Listing
Regulations, the “Management Discussion and Analysis
Report” forms part of this Annual Report. The MDA Report
provides, inter alia, an overview of the macro-economic
landscape, business performance, risk management, internal
control system and business outlook.

Business Responsibility and Sustainability Report
(BRSR)

The Listing Regulations mandate top 1000 listed entities (by
market capitalization) to make disclosures as per the updated
BRSR format as part of their Annual Reports. Further, from
FY 2025-26, the top 500 listed entities are required to comply
with the BRSR Core and obtain assurance for the value-chain
disclosures under the BRSR Core.

The report in the prescribed form along with the assurance is
annexed as Annexure K to the Board's Report.

Secretarial Standards

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.

Deposits

During the year, the Company has not accepted any deposit
within the meaning of sections 73 and 74 of the Act read with
the Companies (Acceptance of Deposits) Rules, 2014.

Annual Return

The Annual Return of the Company for the financial year
2025-26 is available on the Company's website athttps://
www.triveniturbines.com/investors/shareholders-information/
disclosures-under-regulation-46-of-the-lodr/.

Significant and material orders

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

General Disclosures:

- The Government of India has enforced the four new
Labour Codes with effect from November 21, 2025,
subsuming and rationalising various existing labour
laws relating to wages, social security, industrial
relations and occupational safety, health and working
conditions. During the year under review, the Company
evaluated the applicability of these Codes on its
operations and employment practices and accordingly,
appropriate financial provisions have been made in the
financial statements.

- During the year under review, neither any application
was made nor any proceeding is pending against

the Company under the Insolvency and Bankruptcy
Code, 2016.

- There was no instance of one-time settlement with any
bank or financial institution.

- During FY 26, there was no change in the nature of
Company's business.

- The Company has not issued any equity shares with
differential rights as to dividend, voting or otherwise.

- Further, there was no issue of shares (including sweat
equity shares) to employees of the Company under any
scheme except LTIP 2023 referred in this report.

Human ResourcesPeople: Capability, Competence & Culture:

The Company's competitive advantage rests on leadership
depth, technical excellence, and future-ready talent. This
year's initiatives lay the foundation for innovation and resilient
growth. Looking ahead, the Company will strengthen internal
capabilities, accelerate leadership readiness, and align
performance with its evolving strategy. During the year
under review, the Company significantly enhanced its Talent
Management, Leadership Development, and Performance
Management frameworks to drive long-term growth,
technological leadership, and operational excellence.

Developing In-House Technical Expertise and R&D
Capabilities:

The Company views technology as a key competitive edge
and invested heavily in building internal experts in critical
engineering and R&D areas. A multi-phase program blends
global mentorship with a Guru-Shishya knowledge transfer
model, covering thermal engineering, CFD, rotor dynamics,
testing, product design, and emerging tech. It reduces
external dependency, institutionalizes knowledge, and builds
a sustainable expertise pipeline.

Proactive Talent Banking & Planning:

The Company shifted from reactive “just-in-time” hiring to
proactive “just-in-case” talent banking for future growth. This
involves onboarding PGETs from top institutes and early hiring
of niche skills for gas turbines, compressors, and aftermarket
services. Structured training, rotations, and projects speed
up readiness and autonomy.

Leadership, Talent Acquisition & Succession
Planning:

Significant progress aligned with strategic priorities
strengthened leadership capacity and succession pipelines
for critical roles. A phased approach identified key roles,
assessed internal readiness, and deployed IDPs, leadership
programs, and external exposure. Internal successors
were prioritized, with selective external hires for continuity.
Emphasizing time-to-hire, time-to-autonomy, and risk
mitigation, this enhanced strategic depth, governance, and
readiness for scale-up and diversification, reducing lateral
hire dependency.

Campus & Institute Partnerships:

The Company broadened its campus engagement to partner
with more high-quality engineering institutes via internships,
student sessions, ambassador programs, industrial visits,
workshops, and faculty ties. This boosts branding, offer-
to-joining ratios, talent quality, and positions us as a top
industry partner.

Appreciation

Your directors wish to take this opportunity to express their
sincere appreciation to all the stakeholders, customers,
suppliers, shareholders, employees, the Central Government,
the Karnataka Government, foreign government(s), banks
and all other business associates for their whole-hearted
support and co-operation. We look forward to their continued
support and encouragement.

Dhruv M. Sawhney

Place: Noida Chairman and Managing Director

Date: May 18, 2026 DIN: 00102999