Triveni Turbine Ltd Directors Report

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.

The Company has reported another year of strong performance in FY 25 driven by exports and product sales. On a consolidated basis, revenue from operations during the year was 20,058 million, an increase of 21% over the previous year figure of 16,539 million. Revenue from exports was 9,670 million, an increase of 26% over the previous years figure of 7,676 million. Exports contribution to sales improved from 46% in the previous year to 48% in FY 25, a testament to the Companys strategic efforts in internationalization and commitment to serving a global customer base.

Operating profit (EBITDA) was higher by 36% at 5,177 million against the previous years EBITDA of 3,810 million. Operating margins of the Company have improved due to optimisation of costs across the value chain and a favourable

sales mix. Consequently, the Company reported 33% growth in Profit After Tax. Higher margins further bolstered cash flows and strengthened the liquidity position.

During the year, the Product order booking grew a remarkable 38% driven by strong demand from the renewable energy sector, industrial clients, power producers and API turbines. International markets supported the strong increase in order booking, with orders secured across broad power ranges from key regions including the Middle East, Europe, North America, Southeast Asia and Africa. Domestically, product order booking was supported by the Companys strategic foray into CO₂ energy storage solutions. The API enquiry base also expanded geographically, resulting in order finalizations for both drive and power turbines across MENA, Southeast Asia, Central & South America and Europe. As a result, the Company achieved its highest-ever annual Product order booking for the fourth consecutive year, representing a key milestone in its pursuit of sustainable and innovative energy storage solutions.

The Company expanded its product portfolio with highspeed, efficient and reduced footprint product line. The Company continues its efforts in developing efficient blade families with testing and validation by globally reputed turbomachinery laboratories. The validation test features hundreds of internal measurement points to aid deep-tech analysis of the module behavior at both design and off- design operating environments.

The Company has made strides in the advancement of supercritical C0₂ turbine technology by getting its design validated by an independent, applied research & development organization based in the USA.

The Company continues to expand development work in heat pump & chiller solutions with natural refrigerants (like C0₂) and Hydrofluoric Olefin (HFOs) for industrial heating and cooling solutions.

Pursuant to the requirements of the regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)

The Board of Directors in its meeting held on January 31, 2025 declared an interim dividend of 200% (?2.00 per equity share) based on the criteria set forth in the Dividend Distribution Policy, which were paid subsequently. In addition, the Board of Directors has recommended a final dividend of 200% (?2.00 per equity share) for the FY 25. The total dividend for the fiscal year 2024-25 is 400% (?4.00 per equity share), including the interim dividend.

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

During the year, there has been no change in the share capital of the Company and the issued, subscribed and paid- up share capital of the Company is ? 317.88 million divided into 31,78,76,913 equity shares of ? 1/- each.

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

Your Directors have attached the Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, prepared in accordance with the applicable Ind AS, which form a 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.

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, 2025, the applicable accounting standards have been followed and there are no material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that 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;

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.

In terms of Section 188(1) of the Act, all related party transactions entered into by the Company during the FY 25 were carried out with prior approval of the Audit Committee and the approval of the Board, wherever required.

As prescribed in section 134(3)(n) of the Companies Act 2013, Enterprise Risk Management Framework & Policy, 2021 (ERM Policy) is in place to provide guidance on risk management activities of the Company. Implementation of the ERM Policy was reviewed by the Risk Management Committee (RMC) twice during the year. The RMC formulated as per the requirements of section 21 of the Listing Regulations met with requisite quorum and at intervals prescribed therein.

The Company has strengthened the Enterprise Risk Management framework & policy by mandating the requirement of a contingency plan for high rated risks and defining trigger points for the activation of the business continuity plan. The robust risk management system is in place to identify, prioritize, mitigate and monitor the risks and opportunities in a volatile and uncertain business environment. With a strong governance mechanism, this ensures achievement of strategic goals and business growth and create value for the customers. The Company is committed to strengthening the risk practices through ongoing learning, improvement and participation of all stakeholders including employees.

At Triveni Turbines, risk management has been an integral part of the order-to-remittance (OTR) process and other key decision-making. To strengthen risk management and enhance proactiveness, the Company has formulated and implemented procedure for risk identification & treatment during the bidding stage so that risk is taken up early in its life cycle. The Company continues to undertake major business initiatives with complete assessment of all ensuing risks and opportunities. The Company is investing in new technology and products, wary of the risk which comes along with entry into these new business lines and continues to evaluate & treat the risk pertaining to supply chain readiness and technology readiness for new business streams.

To address the major challenges confronting the Company, key leading indicators are formulated to quantify & monitor risks and formulate risk control measures. These Key Risk Indicators (KRIs) provide risk analytics that help managers secure good understanding of the risk trends and effectiveness of control measures.

Some of the key risks managed by the Company during the year are listed below:

Like any other capital industry, our business is dependent on the health of the world economy. The company is venturing into alternate product development to diversify the product basket which enables us to de-risk the impact of economy onto growth of the revenue. The Company continues to track macro-economic factors, and make tactical adjustment.

With the development and launch of new products and increasing service level & technology advancement demand from the new customers, the Company strives to maintain customer satisfaction. In this regard, the Company continues

to invest in quality and reduce the waste & rejection in the engineering and manufacturing.

As the Company continues to develop new technology and products, it faces challenges in preparing the supply chain ready for new products, which affects its ability to deliver the right product at the right time. The Company has given special focus on vendor development and collaboration with vendors to create an efficient supply chain which includes initiatives like strategic procurement and vendor managed inventory.

The Company has an active EHS program that is certified with ISO 14001, ISO 45001 and IGBC Platinum rating. Extending its responsible conduct towards the growing demands of other stakeholders, the Company has aligned its growth with ESG mindfulness by developing products that are not just energy-efficient but also cater to the growing thermal renewable energy segment. Further, by investing in the development of C0₂ turbines and heat pumps, the Company is ensuring that its future is aligned with the global quest for a greener tomorrow.

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 extends its sincere gratitude and appreciation to Mr. Arun Mote for the valuable guidance and unwavering support during his association as Executive Director of the Company.

Pursuant to provisions of the Act, Mr. Tarun Sawhney (DIN: 00382878) retires by rotation at the ensuing AGM of the Company.

Mr. Dhruv M. Sawhney, Chairman and Managing Director of the Company, during the FY 25, was paid remuneration from the Company with effect from November 1, 2024. For the period started from April 1, 2024 to October 31, 2024, Mr. Sawhney was paid remuneration from Triveni Turbines DMCC (wholly owned subsidiary of the Company). The same was in line with the approval of the Shareholders obtained via postal ballot dated May 3, 2024.

Mr. Vijay Kumar Thadani, Non-Executive Independent Director, will attain the age of 75 years on February 15, 2026 and for his continued association as a Non-Executive Independent Director on the Board of Directors of the Company, the approval of shareholders is being sought by way of a Special Resolution in the ensuing AGM in accordance with the Regulation 17(1A) of the Listing Regulations.

None of the Directors on the Board of the Company has 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. As required under the provisions of Section 203 of the Act, the Key Managerial Personnel, namely, the Chairman & Managing Director, the Vice Chairman & Managing Director, the 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.

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.

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 at http://www.triveniturbines. com/key-policies. The remuneration paid to the Directors is as per the terms laid out in the policy.

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.

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.

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 25. The Cost Auditors will submit their report for the FY 25 on or before the due date. Further, there were no frauds reported by the Cost Auditors under Section 143(12) of the Act.

The Board approved the appointment of M/s. J.FI. & Associates, Cost Accountants, Bengaluru as the Cost Auditors to conduct the cost audit of your Company for the FY 26. Further, 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.

Further, as per Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Listing Regulations read with SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, the Board has recommended the appointment of M/s. Sanjay Grover & Associates, Company Secretaries, a peer reviewed firm bearing certificate no. 6311/2024 as the Secretarial Auditors of the Company for a term of 5 (five) years from the conclusion of the 30^th AGM till the conclusion of 35^th AGM.

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

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 at http:// www.triveniturbines.com/key-policies.

The Company has an Anti-Sexual Plarassment policy in line with the requirements of the Sexual Plarassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act. 2013. The Internal Complaints Committee (ICC) has been set up to address complaints received regarding sexual harassment. During the period under review, no complaint was received by the ICC.

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.

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

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

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

any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016. Further, there was no instance of one-time settlement with any bank or financial institution.

Our People strategy is a cornerstone of our commitment to excellence, innovation, and customer-centricity. By nurturing internal talent, engaging our workforce, embracing diversity, investing in continuous learning, attracting top talent, and collaborating with academia, we are well-equipped to meet future business challenges and maintain our leadership position in a dynamic global market.

We recognize the immense value of collaborating with academic institutions to bridge the gap between education and industry needs. These partnerships provide access to talented students, support R&D efforts, and facilitate knowledge exchange.

Embracing Diversity: Cultivating an Inclusive whole-hearted support and co-operation. We look forward to

We are committed to fostering a diverse and inclusive workplace that reflects our global customer base. Our diversity

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), financial institutions, banks and all other business associates for their

their continued support and encouragement.

initiatives include targeted recruitment strategies, unbiased

hiring practices, and cultural competence training programs. Place: Noida

Chairman and Managing Director DIN:00102999

Date: May 10, 2025

? in million

# During the year there was Capital reduction of ? 80.00 million in TESL

(*) in the equity share capital of TTD which is a wholly owned subsidiary of TTE

(**) in the equity share capital of TTAPL & TSE which is a subsidiary of TTD.

? in million

Dhruv M. Sawhney

Chairman and Managing Director DIN:00102999

Director & Audit Committee Chairman DIN:00327400

Place: Noida Date: May 10, 2025

Vice President & CFO

Company Secretary

The Company has an optimum combination of Executive, Non-Executive and Independent Directors who are eminent persons with professional expertise and valuable experience in their respective areas of specialization and bring a wide range of skills and experience to the Board.

meetings. The Chairman and Managing Director with the support of the Vice Chairman and Managing Director and members of the Senior Management oversees the operations of the Company.

As on the date of this report, the Board comprises of 9 (Nine) members which include 5 (five) Non-Executive Independent Directors including 2 (two) Women Directors, 2 (two) Non-Executive Non-Independent Directors and 2 (two) Executive Directors. None of the Independent Directors of the Company serve as an Independent Director in more than seven listed companies.

The Board of Directors met 5 (five) times during the financial year ended on March 31, 2025. The Board Meetings were held on May 16, 2024, August 4, 2024, August 5, 2024, November 11, 2024 and January 31, 2025. The maximum gap between any two Board Meetings was less than one hundred twenty days.

Regulation 25(3) of Listing Regulations read with Schedule IV of the Act, and the rules made thereunder mandate that the Independent Directors of the Company hold at least one meeting in a financial year without the attendance of Non-Independent Directors and members