Your Directors take pleasure in presenting the 49^th Annual Report on the business and operations of your Company, including
the summary of standalone and consolidated financial statements for the year ended March 31,2025. The financial highlights
of the Company for FY 2024-25 is furnished below:

1. PERFORMANCE HIGHLIGHTS INR lakhs

2. uverview ot Financial performance

Standalone financial: The Company grew its revenue by
11.1%. Though the product sales revenue growth was
muted, sales revenue from bye-products and revenue
from group companies were more. The resultant
Operating margin was 4% since the bye-products 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.

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 2024-25 and the available
cash flow, your Board recommends Final dividend of INR
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.

4. CREDIT RATING

For the consolidated loan of INR 115 rores, 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
2025-26

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 India-led 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.

7. MATERIAL CHANGES AND COMMITMENTS

As shareholders may be aware, your Company had filed
a petition to amalgamate the Group's 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.

8. SIGNIFICANT MATERIAL ORDERS PASSED
BY REGULATORS

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
Company's operations in the future.

9. CHANGE IN THE NATURE OF BUSINESS, IF
ANY

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

10. EVENTS SUBSEQUENT TO THE DATE OF
FINANCIAL STATEMENTS

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.

11. DEPOSITS

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.

12. SUBSIDIARIES/ASSOCIATES/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.

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:

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.

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 (LODR) Regulations
2015, has obtained as per Annexure-XI.

15. MANAGEMENT DISCUSSION AND ANALYSIS

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 Management's 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, Mrs. Anuradha M. Gokarn
(DIN: 00185509, Non-exective Director of the Company
retires by rotation at the ensuing Annual General Meeting
and being eligible, has offered herself for re-appointment.
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.

B. Changes in Directors and Key Managerial Personnel

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.

Key Managerial Personnel (KMP)

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 K B - Whole-Time Director

• Mr. Naresh Varadarajan - Chief Financial Officer

mi. diuiiuu unuoaii iviiomic wui 11i ly ocwiciai y

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
Director's 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.

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 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 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 Annexure IX.

G. DISCLOSURES RELATED TO BOARD, COMMITTEES,
AND POLICIES

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 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 the 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 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 anc
the Listing Regulations, the Board has carried oui
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 o
committees, effectiveness of Committee meetings, etc.

The performance assessment of Non-Independen
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 Independen
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 o
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 or
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 Company's website at https://www.tritonvalves
com/downloads/policy/Policy for evaluation of
performamance 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 Company's internal financial
controls were adequate and effective during Financial
Year 2024-25. A compliance certificate furnished by Chief
executive officer (CEO) and Chief financial officer (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 31,2025, 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
followed 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.

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 re¬
appointed 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. STATUROY AUDITORS' REPORT

The report given by Messrs. Deloitte Haskins & Sells LLP,
Chartered Accountants, Statutory Auditors on financial
statements of the Company for FY 2024-25 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.

>0. 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 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 sub¬
section (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 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 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
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- 26
to FY 2029-30 to conduct the Secretarial Audit of the
Company subject to the approval of the shareholders in
ensuing annual general meeting.

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 Schedules
15 & 19 of the Notes to the Financial Statements.

23. INDUSTRIAL RELATIONS

The industrial relations of the Company have 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 Company's 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 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.

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

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 Company's Code of Conduct & Ethics. The Whistle
Blower Policy is available on the website of the Company
at www.tritonvalves.com.

29. ANNUAL RETURN

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 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, ?014,

The Authorized Share Capital of the Company is
INR 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.

31. CAPITAL INVESTMENTS:

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

32. FAILURE TO IMPLEMENT ANY CORPORATE
ACTION:

No such events 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. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

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 employee's
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 2024-25 to BSE Limited where
the Company's 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 INR 1,83,885/- were required to be transferred to the
IEPF account; have since been transferred during the
month of December 2024.

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 : 7

2. Number of - Men : 230

3. Number of -Transgender : 0

39. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION, AND
REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe anc
harassment-free workplace for every individual working
on the Company's 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.

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 Womer
at Workplace (Prevention, Prohibition & Redressal) Act
2013 for the year 2024-25, is as mentioned below:

40. DEI AILS OF ADEQUACY OF IN IERNAL
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
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.

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. 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
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 and Annual 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.

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.

For and on behalf of the Board of Directors
Triton Valves Limited

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