Triton Valves Ltd Directors Report

To The Members of

Triton Valves Limited

Your Directors take pleasure in presenting the 50th (Fiftieth) Annual Report on the business and operations of your Company, including the summary of the standalone and consolidated financial statements for the year ended March 31, 2026. The financial highlights of the Company for FY 2025-26 are furnished below:

1. PERFORMANCE HIGHLIGHTS

Performance highlights- Statement of Profit and Loss

INR lakhs

Particulars	Standalone financials			Consolidated financials
	FY 2025-26	FY 2024-25	Variance	FY 2025-26	FY 2024-25	Variance
(i) Revenue from operations	43,427.05	38,139.65	5,287.40	57,841.80	48,836.93	9,004.87
(ii) Material cost	32,050.66	28,607.22	3,443.44	42,598.11	35,772.89	6,825.22
(iii) Gross Contribution	11,376.39	9,532.43	1,843.96	15,243.69	13,064.04	2,179.65
(iv) Operating expense	9,123.69	8,025.11	1,098.58	11,222.59	9,950.29	1,272.30
(v) Operating Profit	2,252.70	1,507.32	745.38	4,021.10	3,113.75	907.35
(vi) Other Income	821.74	928.79	(107.05)	52.44	113.99	(61.55)
(vii) Ebitda	3,074.44	2,436.11	638.33	4,073.54	3,227.74	845.80
(viii) Depreciation & Amortisation	840.22	757.98	82.24	1,214.91	1,198.48	16.43
(ix) Finance costs	840.22	802.35	37.87	1,336.81	1,256.55	80.26
(x) Profit before tax- normal	1,394.00	875.78	518.22	1,521.82	772.71	749.11
(xi) Exceptional- Labour code impact	142.56	-	142.56	151.78	-	151.78
(xii) Reported PBT	1,251.44	875.78	375.66	1,370.04	772.71	597.33
(xiii) Income Tax	313.68	216.28	97.40	398.58	260.81	137.77
(xiv) Profit after tax	937.76	659.50	278.26	971.46	511.90	459.56

Performance highlights- Balance Sheet

Particulars	Standalone financials			Consolidated financials
	FY 2025-26	FY 2026-25	Variance	FY 2025-26	FY 2024-25	Variance
(i) Equity share capital	128.05	120.05	8.00	128.05	120.05	8.00
(ii) Other equity	14,516.81	12,650.88	1,865.93	12,702.84	10,801.64	1,901.20
(iii) Net worth	14,644.86	12,770.93	1,873.93	12,830.89	10,921.69	1,909.20
(iv) Total Loans and non-current liabilities	9,051.50	8,814.00	237.50	13,505.50	13,419.20	86.30
(v) Cash Balance	(92.80)	(11.50)	(81.30)	(141.60)	(58.70)	(82.90)
(vi) Funded Capital	23,603.56	21,573.43	2,030.13	26,194.79	24,282.19	1,912.60
(vii) Fixed Assets/ Capital WIP	6,160.13	5,746.60	413.53	9,058.94	8,681.20	377.74
(viii) Other non-current assets	6,731.96	7,030.90	(298.94)	1,713.65	1,694.50	19.15
(ix) Current Assets, other than Cash	14,871.20	12,907.30	1,963.90	21,569.86	18,435.30	3,134.56
(x) Total assets	27,763.29	25,684.80	2,078.49	32,342.45	28,811.00	3,531.45
(xi) Less: Current Liabilities, other than loans	(4,159.74)	(4,111.30)	(48.44)	(6,147.70)	(4,528.80)	(1,618.90)
(xii) Invested Capital	23,603.55	21,573.50	2,030.05	26,194.75	24,282.20	1,912.55

2. OVERVIEW OF THE FINANCIAL PERFORMANCE

Standalone Financial: The Company grew its revenue by 13.9%, comprised of product sales volume/ mix improvement, price, and commodity. The resultant Operating margin was 5.2% (PY 4.0%). As a consequence of the Labour Codes implementation, the Company recomputed gratuity liability on past experience, which was estimated at INR 142.56 lakhs, shown as an Exceptional item. Profit Before Tax was INR 1,251.44 lakhs after taking into account this charge (PY INR

875.78 lakhs). Profit After Tax was INR 937.76 lakhs (PY INR 659.50 lakhs), favourable due to the EBITDA flow less depreciation/ amortisation, finance cost, and income tax. As regards the Net worth, there was an accretion of INR 1,879.93 lakhs, partly due to equity funds infusion: of INR 1044.00 lakhs and the rest due to the Profit for the year. , product

Group Consolidated Financials: There was robust increase of external sales revenue by 18.4%, and the momentum from the previous year got carried into the year. Ebitda, in absolute terms was INR 845.80 lakhs, despite the adverse commodity and foreign exchange impact. ProfitBefore Tax was favourable by INR 597.33 lakhs despite booking a one-time Labour Code impact of INR 151.78 lakhs. Profitand After Tax were better than the previous year due to the flow-through benefit from Profit Before Tax level. Net worth was strengthened by

Equity Infusion (same as in the StandAlone Financial) and increase in profit for the year.

3. DIVIDEND

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 2025-26 and the available cash flow, your Board has recommended Final dividend of INR 2.50 per Equity Share on the expanded Equity Shares (post the issuance of 3 Bonus Shares for 1 Equity Share) of 51,22,108, totaling to INR 1,28,05,270 (Indian Rupees One crore Twenty-Eight lakh Five thousand Two hundred and Seventy Only) which will be appropriated from the profit for the year.

4. CREDIT RATING

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

Long-Term Rating	CRISIL BBB/ (Stable)
Short-Term Rating	CRISIL A3 Positive

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.

5. AMOUNT, IF ANY, PROPOSED TO BE TRANSFERRED TO RESERVES

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

6. PROSPECTS FOR THE FINANCIAL YEAR 2026-27

YourCompanycontinuestocloselymonitordevelopments in the automotive and tyre industries with a view to leveraging emerging opportunities while effectively managing potential challenges. The Company remains optimistic about the growth prospects of the domestic manufacturing sector, supported by sustained policy initiatives, increasing localisation, and continued focus on strengthening the manufacturing ecosystem. With its efficiency continued emphasis on operational quality, and customer satisfaction, the Company expects to further strengthen its market presence and improve its sales performance during the financial year 2026 27.

7. MATERIAL CHANGES AND COMMITMENTS

(i) The Company received a favourable order from the Bengaluru Bench of the Honble National Company

Law Tribunal (Honble NCLT) in the matter of the amalgamation of Tritonvalves Climatech Private Limited with Triton Valves Limited, effective June 27, 2026. However, the Appointed Date for this organisational change is April 1, 2025. Due to the non-receipt of the NCLT Order until May 28, 2026, being the date on which the Meeting of the Board of Directors of the Company approved Audited

Financial Statements for FY 2025-26, the impact for this change is being implemented from the quarterly financial results for Q1 2026-27.

The amalgamation will create greater operational integration between the two businesses and is expected to enable the Company to achieve improved cost efficiencies, strengthen customer focus and enhance overall business synergies. The Company continues to pursue the necessary regulatory and legal processes in connection with the proposed amalgamation before the NCLT.

(ii) The Authorised Share Capital of the Company has increased from INR 5,00,00,000/- (Rupees Five Crores only) divided into 50,00,000 (Fifty Lakhs only) Equity Shares of INR 10/- (Rupees Ten only) each, to INR 10,00,00,000/- (Rupees Ten Crores only) divided into 1,00,00,000 (One Crore) Equity Shares of INR

10/- (Rupees Ten only) each by the creation of an additional 50,00,000 (Fifty Lakhs only) Equity Shares of INR 10/- (Rupees Ten only) each and consequently, the existing Clause 5th of the Memorandum of Association of the Company was altered, which was duly approved by shareholders of the company through postal ballot dated March 21, 2026.

Additionally, the Company has issued 38,41,581 Equity Shares of face value of INR 10/- (Indian Rupees Ten Only) each as fully paid-up bonus equity shares in the ratio of 3:1, i.e., three (3) fully paid-up equity shares of face value of INR 10/- (Indian Rupees Ten Only) each for every one (1) existing fully paid-up equity share of face value of INR 10/- (Indian Rupees Ten Only) each, to the eligible members of the Company as on the Record Date.

8. SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS passed There are no significant during the year under review by any Regulators or Courts or Tribunals impacting the going concern status and Companys operations in the future.

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

10. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

The Company allotted 38,41,581 Equity Shares of face value of INR 10/- (Indian Rupees Ten Only) each as fully paid-up bonus equity shares, in the ratio 3:1, i.e., Three (3) fully paid-up equity shares of face value of INR 10/- (Indian Rupees Ten Only) each for every one (1) existing fully paid-up equity share of face value of INR 10/- (Indian Rupees Ten Only) each, to the eligible members of the Company whose name appeared in the Register of Members/ Beneficial Owners as on the Record Date i.e., April 01, 2026.

The Honble NCLT, Bengaluru Bench has duly sanctioned the Scheme of Amalgamation vide its order dated

29.05.2026 whereby Tritonvalves Climatech Private Limited was amalgamated with Triton Valves Limited under the provisions of Sections 230-232 of the Companies Act, 2013 with an Appointed date as April 01, 2025 and Effective date as June 27, 2026.

11. DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Chapter V of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during FY 2026. Hence, the disclosures as required under Rule 8(5)(v) of the Companies (Accounts) Rule, 2014 are not applicable.

12. HOLDING, SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

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.

	(Amt. in INR Lakhs)				(Amt. in USD lakhs)
	Tritonvalves Future Tech Private Limited		Tritonvalves Climatech Private Limited		Triton Valves Hong Kong Limited
Particulars	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue From Operations	38305.13	31481.16	1718.12	4,289.93	NIL	NIL
Other Income	35.62	3.74	317.16	366.22	0.09	0.34
EBITDA	1523.61	1,433.39	2060.35	4462.05	(0.12)	(0.84)
Finance Cost	652.78	642.41	323.60	374.23	NIL	NIL
Depreciation, Amortization Expenses	234.52	332.29	151.43	273.19	NIL	NIL
Profit before Exceptional Item	636.31	458.69	(499.50)	(453.32)	(0.12)	(0.84)
Exceptional item	9.22	-	-	-	-	-
PBT	627.09	458.69	(499.50)	(453.32)	(0.12)	(0.85)
Net Income Tax expense	112.04	85.55	(26.27)	(31.82)	(0.01)	(0.09)
PAT	515.05	373.14	(473.23)	(421.50)	(0.11)	(0.75)
OCI (Net of Income tax impact)	0.20	(0.49)	-	-		-
Total Comprehensive Income	515.25	372.65	(473.23)	(421.50)	(0.11)	(0.75)

A statement containing the salient features of the Financial Statement of Subsidiary Companies in the prescribed format

AOC-1 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.

13. CONSOLIDATED FINANCIAL STATEMENTS

YourDirectorshavepleasureinattachingtheConsolidated 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, 2026.

14. CORPORATE GOVERNANCE REPORT

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 Listing Obligations and Disclosure Requirements (LODR) Regulations 2015, has obtained as per Annexure-XI.

15. MANAGEMENT DISCUSSION AND REPORT

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.

16. BOARD OF DIRECTORS

A. Appointment/ Re-appointment of Directors

In accordance with the provisions of Section 152 of the Companies Act 2013 (hereinafter referred to as the "Act") and the Articles of Association, Mr. Aditya M. Gokarn (DIN: 00185458, Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his 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 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.

B. Changes in Directors and Key Managerial Personnel

During the year under review, the following changes took place in the composition of the Board of Directors of the

Company:

I. Mr. Kishore Mukund Saletore (DIN: 01705850) was appointed as an Additional Director in the capacity of Non-Executive Independent Director with effect from August 13, 2025. Subsequently, the Members approved his appointment as an Independent Director at the Annual General Meeting held on

September 26, 2025.

II. Mr. Ashok Kumar Dash (DIN: 11488687) was appointed as an Additional Director in the capacity of Non-Executive Independent Director with effect from February 12, 2026. His appointment as an Independent Director was subsequently approved by the Members through Postal Ballot, the results of which were declared on March 21, 2026.

III. Mr. Aditya M. Gokarn (DIN:00185458), Managing Director of the Company, was appointed as the Chairman of the Company with effect from August 13, 2025.

IV. Mr. Shrikant Kamalakant Welling (DIN: 00050943) ceased to hold the office of Chairman with effect from the close of business hours on August 13, 2025. He subsequently completed his tenure as an

Independent Director and ceased to be a Director of the Company with effect from October 26, 2025.

V. Mr. Shrihari M. Udupa (DIN: 07242880) resigned from the office of Director of the Company with effect from November 13, 2025. The Board placed on record its appreciation for the valuable guidance and contributions made by him during his association with the Company.

Key Managerial Personnel (KMP)

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

• Mr. Aditya M. Gokarn Chairman and Group

Managing Director

• Mr. Appaiah K.B. Group Chief Operating Officer and Whole-Time Director

• Mr. Naresh Varadarajan - Chief Financial Officer

• Mr. Bibhuti Bhusan Mishra Company Secretary and Compliance Officer

C. Declaration by Independent Directors

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(I)(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.

D. Formal Annual Evaluation

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 out theof the performance. Every Director has to fill 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.

E. Separate Meeting of Independent Directors

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 11, 2026.

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 Non-Executive 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.

F. Code of Conduct for Directors and Senior Management

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 as Annexure IX.

G. DISCLOSURESRELATEDTOBOARD,COMMITTEES, AND POLICIES

A. Board Meetings

The Board of Directors met Five (5) times during the year ended March 31, 2026, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The details thereof are given in the Corporate Governance Report which forms part of this Annual Report as Annexure VIII. 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 11, 2026, without the presence of Non-Independent Directors and members of the management, to review the performance of Non-Independent Directors and the Board as a whole, the performance of Chairman of the Company, taking into account the views of Executive Directors, Non-Executive Non-Independent 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 (5) Committees of the Board continued to discharge its respective functions and duties:

1. The Audit Committee

2. The Nomination and Remuneration Committee

3. The Stakeholders Relationship Committee

4. The Corporate Social Responsibility Committee

5. The Risk Management Committee (Not Mandatory)

Details of all the Committees along with their charters, composition and Meetings held during the year under review, 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

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 Non-Independent Directors, the Board as a whole, and the Chairman were evaluated at a separate meeting of Independent 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 performance-related 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_ performance_of_Board

17. DIRECTORS RESPONSIBILITY STATEMENT

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

Company, the work performed by the Internal Auditors,

Statutory Auditors, and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during Financial Year 2025-26. A compliance certificate furnished by Chief executive officer (CEO) and Chief financial officer and(CFO) which forms part of this report as per Annexure X. 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, 2026, the applicable accounting standards have been followed and there are no material departures;

ii. the Directors 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. the Directors 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. the Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2026, on a going concern basis;

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

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

18. STATUTORY AUDITORS

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. 117366W/W-100018 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.

19. STATUTORY AUDITORS REPORT

The report given by Messrs. Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors on financial statements of the Company for FY 2025-26 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. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Companies Act, 2013.

20. COST AUDIT

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, 2026, on remuneration as mentioned in the Notice convening the 49^th 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 50^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.

21. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Members of the Company at the 49th Annual General Meeting appointed Mr Parameshwar G. Bhat, Practicing Company Secretaries, holding a valid Peer Review Certificate, as the Secretarial Auditor of the Company for a term of five (5) consecutive financial years commencing from April 01, 2025.

The Secretarial Audit for the Financial Year 2025-26 was conducted in accordance with the aforesaid provisions and report. Report issued by PCS. Parameshwar G Bhat in Form MR-3 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 working-level improvements to further strengthen compliance with the secretarial standards and the provisions of the Companies Act, 2013. These have been accepted by the Board and implemented accordingly.

22. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

During the year under review, the Company has given Loans, Guarantees, and Investments in compliance with the provisions of Section 186 of the Companies Act, 2013. Details of Loans and Investments are given in Note no 5 and 7 of the Financial Statements.

23. INDUSTRIAL RELATIONS

The industrial relations of the Company has been cordial.

24. RELATED PARTY TRANSACTIONS

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.

25. ENERGY CONSERVATION, TECHNOLOGY

ABSORPTION, AND FOREIGN EXCHANGE EARNING / OUTGO.

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.

26. RISK MANAGEMENT POLICY

In compliance with the provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Risk Management Committee had been constituted by the Boardin the previous years. However, the provisions relating to the constitution and functioning of the Risk Management Committee under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were not applicable to the Company for the financial year 2025-26, as the Company did not fall within the prescribed applicability criteria under the said Regulation.

Accordingly, the Company, at its meeting held on August13, 2026, resolved to dissolve the Risk Management Committee, since the provisions of Regulation 21 relating to the Risk Management Committee are not applicable to the Company.

27. SECRETARIAL COMPLIANCE CERTIFICATE

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.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Act and the rules made thereunder and the SEBI (LODR) Regulations, the Company has in place a Whistle Blower Policy for Directors and employees to report any genuine concerns, unethical behaviours, misuse of any UPSI, actual or suspected fraud or violation of the Companys Code of Conduct. The vigil mechanism provides adequate safeguards against victimization of Director(s) or employee(s) or any other person who avails the mechanism.

The said policy is available on the website of the Company at www.tritonvalves.com.

29. ANNUAL RETURN

As required under Section 92(3) 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 read with the Companies (Amendment) Act, 2020, an Annual Return in MGT-7 is placed in the website of the Company at https://www.tritonvalves.com/investors/

30. SHARE CAPITAL

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

2014.

Particulars	Disclosure
1. Issue of Equity shares with differential rights	Nil
2. Issue of Sweat Equity shares	Nil
3. Issue of employee stock option	Nil
4. Provision of money by the company for the purchase of its own shares by trustees for the benefit of employees	Nil

The Authorised Share Capital has increased from INR

5,00,00,000/- (Rupees Five Crores only) divided into 50,00,000 (Fifty Lakhs only) Equity Shares of INR 10/- (Rupees Ten only) each, to INR 10,00,00,000/- (Rupees Ten Crores only) divided into 1,00,00,000 (One Crore) Equity Shares of INR 10/- (Rupees Ten only) each by creation of additional 50,00,000 (Fifty Lakhs only) Equity Shares of INR 10/- (Rupees Ten only) each.

The paid-up share capital of the Company increased from 1,20,05,270 as at March 31, 2025 to 1,28,05,270 as at March 31, 2026, comprising 12,80,527 Equity Shares of 10/- each, fully paid-up Equity Shares.

During the year under review, the Company issued and allotted 80,000 Equity Shares of 10/- each, fully paid-up, pursuant to the exercise of conversion of 80,000 Share

Warrants into Equity Shares by the respective Share

Warrant holders, in accordance with the applicable terms and conditions.

Accordingly, the paid-up share capital of the Company increased by 8,00,000 during the year under review.

31. CAPITAL INVESTMENTS:

Capital Investments in the nature of fixed assets/ capital work in progress/ net capital advances during the financial year 2025-26 were at INR 10.74 crores (PY INR 10.86 Crores) as aggregated in the Cash Flow Statement.

32. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

No such event took place during the year under consideration.

33. EMPLOYEE RELATIONS

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

34. REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

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.

35. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the financial year 2025-26 to BSE Limited where the Companys Shares are listed.

36. INVESTORS EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies

Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed Dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the Shares on which the Dividend has not been paid or claimed by the

Shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF

Authority.

For the year under review, unclaimed dividends amounting to Rs. 1,65,870/- were required to be transferred to the

IEPF account; have since been transferred during the month of September 2025.

37. DISCLOSURE FOR COMPLIANCE WITH MATERNITY BENEFIT ACT:

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

38. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR:

1. Number of - Women: 11

2. Number of - Men: 232 or inadequacy of

3. Number of -Transgender: 0

39. DISCLOSUREUNDERTHESEXUALHARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment-free 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 at the prevention of harassment of employees and lays down the guidelines for the identification, reporting, and prevention of undesired behaviour.

During the financial year, the Companys Internal Complaints Committee (ICC) met three times, i.e., April 25, 2025, August 12, 2025, and December 16, 2025, to review matters relating to the Prevention of Sexual Harassment at the Workplace (POSH) framework, including the reporting and inquiry process in respect of complaints of sexual harassment at the workplace.

The details pertaining to Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,

2013 for the year 2025-26, is as mentioned below:

Particulars	Details
i. Number of complaints received in a year	Nil
ii. Number of complaints disposed of in a year	Nil
iii. Number of cases pending for more than 90 days	Nil
iv. Nature of action taken by the employee	Nil

40. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company is well-equipped 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 oftheCompanyfor controls.

An independent firm of reputedChartered Accountants being the 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.

41. CORPORATE SOCIAL RESPONSIBILITY

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. Kishore Mukund Saletore - Chairman Mrs. Anuradha M. Gokarn - Member Mr. Aditya M. Gokarn Member Company made a CSR expenditure, demonstrating its commitment to social responsibility are attached as

Annexure-III to this report.

42. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS

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

Meetings.

43. REPORTING OF FRAUD

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.

44. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

This is not applicable to your Company.

45. REVISION OF FINANCIAL STATEMENT OR THE REPORT

As per the Secretarial Standards-4, in case the Company has revised its financial statements or the Report 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.

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

The particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo, as required to be disclosed under Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are appended as Annexure V to the report and forms part of this Report.

47. PROHIBITION OF INSIDER TRADING

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted "Code of Conduct for Prevention of Insider Trading" for regulating, monitoring and reporting of trading in Securities of the Company by the Designated Persons

(DPs) and their immediate relatives, and "Code for Fair Disclosure of Unpublished Price Sensitive Information" for fair disclosure of Unpublished Price Sensitive Information (UPSI) to the Stock Exchanges on a continuous basis and in a timely manner in order to ensure that such information is generally available to all the stakeholders on a non-discriminatory basis. The

Code for Fair Disclosure is available on the Companys website at www.tritonvalves.com.

48. OTHER DISCLOSURES

During the financial year under review, the Board of Directors reviewed the policies of the Company to ensure that they remain appropriate, relevant and aligned with the applicable laws, regulations and the business requirements of the Company.

The policies, as applicable, have been placed on the website of the Company and are available at www. tritonvalves.com

49. ACKNOWLEDGEMENTS

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 confidencereposed in the Company and its management.

Place: Bengaluru	For and on behalf of the Board of Directors
Date: 13.08.2026	Triton Valves Limited
	Aditya M. Gokarn
	Chairman and Managing Director
	DIN: 00185458
	Regd. Office:
	Triton Valves Limited
	Sunrise Chambers, 22, Ulsoor Road,
	Bengaluru 560 042
	CIN: L25119KA1975PLC002867