Triton Valves Ltd Directors Report

Standalone financial: The Company grew its revenue by 11.1%. Though the product sales revenue growth was muted, sales revenue from byeproducts and revenue from group companies were more. The resultant Operating margin was 4% since the byeproducts and the group company sales yielded lower margins. Profit Before Tax was INR 876 lakhs, slightly down from INR 939 lakhs for the previous year. Profit After Tax was

INR 660 lakhs, slightly lower than the previous year. As regards the Net worth, there was an accretion of INR 779 lakhs, due to equity funds infusion of INR 222 lakhs and INR 556 lakhs due to the annual profits.

Group Consol Financials: There was a robust increase of external sales revenue by 14%, and the momentum from the previous year got carried into the year. Ebitda, in absolute terms was almost at the same level as the last

year, due to commodity impact and the sales mix. Q1 FY 25 was not optimal, due to various external factors, like the Indian General Elections and the cash flow issues in the industry. Profit Before and After Tax were better than the previous year due to lower depreciation charge and finance expense. External loans increased to fund the working capital increase due to sales and partially towards the fixed assets investment.

Continuing with the tradition of your Company to share a portion of divisible profits with the shareholders as dividend. Based on the financial performance of the Company during the year FY 202425 and the available cash flow, your Board recommends Final dividend of I NR 10.00 per Equity Share on the existing 11,83,527 Equity Shares and a proportional dividend of INR 3.56 per share on 17,000 Equity Shares which was newly created on November 22, 2024, totaling to INR 1,18,95,790 which will be appropriate from the profit for the year.

For the consolidated loan of INR 115 rores, the following ratings were assigned:

On the basis of the business performance during the year and improved leverage ratio, your Company expects this rating to improve when it shares the key financial with CRISIL.

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

Your Company continues to observe the performance of automotive and tyre industry with a view to optimising opportunities and ring fencing headwinds. Your Company expects Indialed manufacturing to receive a huge fillip in the coming months as a direct consequence of the automotive QCO. your Company is in a perfect position for improving its sales revenue, built over five decades of manufacturing excellence and on time execution of customer orders.

As shareholders may be aware, your Company had filed a petition to amalgamate the Groups climate control

business (Tritonvalves Climatech Private Limited) with its automotive valve business {Triton Valves Limited) on March 31, 2024.

During the year before the National Company Law Tribunal (NCLT) Bench, Bangalore. Your Company expects to improve its cost and customer focus due to the proposed amalgamation.

No significant material orders have been passed during the year under review by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in the future.

The nature of business of your Company remains the same, during the year under review.

The Company is entitled to receive a sum of INR 10.44 crores no later than September 26, 2025 from three share warrant holders towards their fulfilment of their commitment towards converting 80,000 share warrants into equal number of Equity Shares.

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, the Statement of Profit & Loss and other documents of the Subsidiary Companies are not being attached to the Balance Sheet of the Company. The consolidated financial statements presented by the Company include the financial results of its Subsidiary Companies. The Company does not have any Associate or Joint Venture Companies.

A statement containing the salient features of the Financial Statement of Subsidiary Companies in the prescribed format AOC1 is annexed herewith as Annexure I to this Report. The statement also provides the details of the performance and financial position of the Subsidiary Companies.

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the requirement of Regulation 33 and Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) read with other applicable provisions and prepared in accordance with applicable IND AS, for Financial Year ended March 31, 2025.

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance under Regulation 34 of the SEBI Listing Regulations read with Schedule V of the said Regulations, forms an integral part of the Annual Report. The requisite certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance as Annexure VIII and a certificate for compliance with the conditions of Corporate Governance under SEBI (LODR) Regulations 2015, has obtained as per AnnexureXI.

In terms of Regulation 34 (2) (e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Managements Discussion and Analysis Report (MD&A) which forms part of this Annual Report and is incorporated herein by reference and forms an integral part of this report. The Management Discussion and Analysis Report is annexed herewith as Annexure VII.

In accordance with the provisions of Section 152 of the Companies Act 2013 (hereinafter referred to as the "Act") and the Articles of Association, Mrs. Anuradha M. Gokarn (DIN: 00185509, Nonexective Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for reappointment. The Board recommends her reappointment.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, and expertise and hold the highest standards of integrity.

None of the aforesaid Directors is disqualified under Section 164(2) of the Companies Act. Further, they are not debarred from holding the office of the Director pursuant to an order of SEBI or any other authority as per Annexure XII.

There were no changes in the Directors during the year ended March 31, 2025 except that Mr. Aditya Maruti Gokarn, hitherto Managing director of Triotonvalves Climatech Private Limited, resigned this office on August 08, 2024, and assumed the role of Managing Director of Tritonvalves Future Tech Private Limited on October 01, 2024 in conformity with the approval of the respective Boards.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company:

Mr. Aditya Maruti Gokarn Managing Director

Mr. Appaiah KB WholeTime Director

Mr. Naresh Varadarajan Chief Financial Officer

Mr. Bibhuti Bhusan Mishra Company Secretary and Compliance Officer

In terms of Section 149 (7) of the Companies Act, 2013, Independent Directors of the Company have submitted declarations that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and also Regulation 16(l)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Companies Act, 2013. All our Independent Directors are registered on the Independent Directors Databank.

Pursuant to the provisions of the Companies Act, 2013, the Board is required to carry out an annual evaluation of its own performance and that of its Committees and individual Directors. The Nomination and Remuneration Committee (NRC) of the Board also carries out an evaluation of every Directors performance. Accordingly, the Board and NRC of your Company have carried out the performance evaluation during the year under review. For the annual performance evaluation of the Board as a whole, its Committee(s), and individual Directors including the Chairman of the Board, the Company has formulated a questionnaire to assist in the evaluation of the performance. Every Director has to fill out the questionnaire related to the performance of the Board, its Committees and individual Directors except himself by rating the performance on each question on a scale of 1 to 5, 1 being Unacceptable and 5 being Exceptionally Good. On the basis of the response to the questionnaire, a matrix reflecting the ratings was formulated and placed before the Board for formal annual evaluation by the Board of its own performance and that of its Committees and individual Directors. The Board was satisfied with the evaluation results.

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on March 01,2025.

The Independent Directors at the meeting, inter alia, reviewed the following:

Performance of Non Independent Directors and Board as a whole.

Performance of the Chairman of the Company, taking into account the views of Executive Directors and NonExecutive Directors.

Assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Effective Management of Corporate Governance.

Overall Company and group performance.

External investors satisfaction.

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel and has complied with all the requirements mentioned in the aforesaid code. For further details, please refer to the Corporate Governance Report Annexure IX.

A. Board Meetings

The Board of Directors met Five (5) times during the year ended March 31, 2025, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The details thereof are given in the Corporate Governance Report.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Meeting of the Independent Directors of the Company was also held on March 01,2025, without the presence of NonIndependent Directors and members of the management, to review the performance of Non Independent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Directors, Non Executive NonIndependent Directors and also to assess the quality, quantity, and timeliness of the flow of information between the Company management and the Board.

B. Committees of the Board

In accordance with the Companies Act, 2013 and the Listing requirements, the following five Committees of the Board continued to discharge their respective functions and duties:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee (Not Mandatory)

Details of all the Committees along with their charters, composition and Meetings held during the year, are provided in the "Corporate Governance Report" which forms part of this Annual Report as Annexure VIII.

C. Board Performance Evaluation

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, the performance of the Directors, and the working of its Committees, based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for the performance evaluation process of the Board, its Committees and Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The performance assessment of NonIndependent Directors, the Board as a whole, and the Chairman were eval uated at a separate meeti ng of I ndependent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Evaluation of the performance of all Directors is undertaken annually. The Company has implemented a system of evaluating the performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire that comprises evaluation criteria, taking into consideration various performancerelated aspects. The Board of Directors has expressed its satisfaction with the evaluation process.

The Company has laid down criteria and policy on the evaluation of the performance of the Board, its Committees, and Independent Directors as per the Companies Act, 2013 and the same is available on the Companys website at https://www.tritonvalves. com/downloads/policy/Policy for evaluation of performamance of Board.

Based on the framework of Internal Financial Controls and compliance systems established and maintained by

Accordingly, pursuant to Sections 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. 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;

ii. 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;

iii. 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;

iv. they have prepared the Annual Accounts for the Financial Year ended March 31, 2025, on a going concern basis;

v. they have laid down internal financial controls to be fol lowed by the Company and such internal financial controls are adequate and operating effectively;

vi. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, Messrs. Deloitte Haskins & Sells LLP having ICAI Firm Reg. No. 117355W/W100018 were reappointed as Statutory Auditors of the Company for a term of 5 years and to hold the office up to the conclusion of the 51^st Annual General Meeting of the Company to be held in the year 2027.

The report given by Messrs. Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors on financial statements of the Company for FY 202425 is part of the Annual Report. The comments on statements of accounts referred to in the report of the Auditors are self explanatory. The Auditors Report does not contain any qualification, reservation, or adverse remark.

Duringtheyearunderreview,the Auditors had not reported any matter under Section 1 43(12) of the Companies Act,

2013. Therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Companies Act, 2013.

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of the Audit Committee, has appointed Messrs. Vishwanath Bhat & Associates, (Firm Registration No. 000475) as Cost Auditor of the Company, for the financial year ended March 31, 2025, on remuneration as mentioned in the Notice convening the 49th Annual General Meeting, for conducting the audit of the cost records maintained by the Company. A resolution seeking Members approval for remuneration payable to the Cost Auditor forms part of the Notice of the 49^th Annual General Meeting of the Company and the same is recommended for your consideration.

During the year under review, the Cost Auditors had not reported any matter under provisions of the Companies Act, 2013

The Company is required to maintain Cost Records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013. Accordingly, the Company has made and maintained such accounts and records.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Board has appointed Mr. Parameshwar G Bhat, Practising Company Secretary, to conduct Secretarial Audit for the financial year ended on March 31,2024.

The Secretarial Audit Report issued by PCS. Parameshwar G Bhat in Form MR3 forms part of this report as Annexure IV.

Explanations by the Board on the comments of Secretarial Auditor: NIL, as there were no qualifications in the audit report.

Apart from the above, the Secretarial Auditor has suggested a few workinglevel improvements to strengthen the compliance under the Companies Act further. These have been accepted by the Board and implemented.

The Board of Directors in their meeting dated 14th August 2025, had appointed Mr. Parameshwar G Bhat, Practising Company Secretary as Secretarial Auditor of the Company to hold the office for the term of 5 (Five) consecutive years effective from FY 2025 25 to FY 202930 to conduct the Secretarial Audit of the Company subject to the approval of the shareholders in ensuing annual general meeting.

During the year under review, the Company has given Loans, Guarantees, and Investments in compliance with the provisions of Section 185 of the Companies Act, 2013, Details of Loans and Investments are given in Schedules 15 & 19 of the Notes to the Financial Statements.

The industrial relations of the Company have been cordial.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, as prescribed in Form AOC 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended in Annexure II to this report.

The Company has formulated a policy on determining the materiality of related party transactions and the same is available on the Companys website at www.tritonvalves. com.

Information on the conservation of energy, technology absorption, foreign exchange earnings, and outgo is required to be given pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure V to this report.

In compliance with the provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Risk Management Committee has been constituted by the Board. However, provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

SEBI (LODR) (Amendment) Regulations, 2018 required the Company to obtain a Secretarial Compliance Certificate in the prescribed format from a practicing Company Secretary which has been obtained and filed with the Stock Exchange.

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct & Ethics. The Whistle Blower Policy is available on the website of the Company at www.tritonvalves.com.

As required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 read with the Companies (Amendment) Act, 2020, an Annual Return in MGT7 is placed in the website of the Company at https://www. tritonvalves.com/investors/

The Board provides the following disclosures pertaining to the Companies (Share Capital and Debentures) Rules, 2014.

The Authorized Share Capital of the Company is I NR 5,00,00,000/ consisting of 50,00,000 Equity Shares of INR 10/ each and paid up equity share capital of the Company is INR 1,20,05,270/ consisting of 12,00,527 equity shares of INR 10/ each as on March 31, 2025.

During the year company has issued 17,000 Equity shares at a face value of INR 10/ each on exercise of conversion of 17,000 share warrants into equity shares by Share Warrant holders.

Capital Investments during the financial year 2024 25 were at INR 12.17 crores (aggregate of capital workinprogress, capitalized assets and capital advances).

No such events took place during the year under consideration.

During the year under review, your Company maintained cordial relationships with employees at all levels.

The prescribed particulars of Employees required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Details/Disclosures of Ratio of Remuneration to each Director to the median employees remuneration is annexed herewith as Annexure VII to this Report.

Further, the statement showing details in respect of employees of the Company is given in Annexure VI forming part of the Report.

The Company confirms that it has paid the Annual Listing Fees for the financial year 202425 to BSE Limited where the Companys Shares are listed.

Fortheyear under review, unclaimed dividends amounting to INR 1,83,885/ were required to be transferred to the IEPF account; have since been transferred during the month of December 2024.

There were no such events during the year to disclose under this Act.

Your Company has always believed in providing a safe and harassmentfree workplace for every individual working on the Companys premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Policy on the Prevention of Sexual Harassment in the Workplace has already been implemented as per the directives of the Supreme Court. Further, the same policy had been amended recently in line with the recent amendments. The policy aims atthe prevention of harassment of employees and lays down the guidelines for the identification, reporting, and prevention of undesired behaviour.

As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiries into the complaints made by the victim on the harassment at the workplace.

The details pertaining to Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 for the year 202425, is as mentioned below:

The Company is wellequipped with adequate internal financial controls. The Company has a continuous monitoring mechanism that enables the Organization to maintain the same standard of the control systems and in managing any default on a timely basis because of the strong reporting mechanisms followed by the Company.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

An independent firm of reputed Chartered Accountants being Internal Auditors, monitor and evaluate the efficacy of Internal Financial Control systems in the Company, its compliance with the operating system, accounting procedures & policies at all the locations of the Company. Based on their report of the Internal Audit function, corrective actions in the respective areas are undertaken & controls are strengthened. Significant audit observations and corrective actions suggested are presented to the Audit Committee.

The Company has formulated CSR Policy pursuant to the provisions of Section 135 of the Companies Act, 2013.The Company has constituted a Corporate Social Responsibility (CSR) Committee comprising the following Members:

Mr. Shrihari Udupa Chairman

Mr. S.K.Welling Member

Mrs. Anuradha M. Gokarn Member

Company has made a CSR expenditure, demonstrating its commitment to social responsibility are attached as Annexurelll to this report.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Further, no case of Fraud has been reported to the Management from any other sources.

This is not applicable to your Company.

As per the Secretarial Standards4, in case the Company has revised its financial statements or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of judicial authority, the detailed reasons for such revision shall be disclosed in the Report for that year, as well as in the Report of the relevant financial year in which such revision is made.

There is no revision of the Financial Statements of the Company.

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment

and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation, and support received by the Company from the local authorities, bankers, customers, suppliers, and business associates. The Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

S.K. Welling

Chairman DIN:00050943

Place: Bengaluru Date: 13/08/2025

Regd. Office: Triton Valves Limited Sunrise Chambers, 22, Ulsoor Road, Bengaluru 560 042 CIN: L25119KA1975PLC002867