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You can view full text of the latest Director's Report for the company.

BSE: 532356ISIN: INE256C01024INDUSTRY: Sugar

BSE   ` 350.85   Open: 349.05   Today's Range 346.15
353.90
+4.70 (+ 1.34 %) Prev Close: 346.15 52 Week Range 305.00
536.00
Year End :2025-03 

Your Directors have pleasure in presenting the 89th Annual Report and audited financial statements for the Financial Year (FY)
ended March 31,2025.

Financial Results

Particulars

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Revenue from operations (Gross)

6655.40

6149.14

6807.94

6151.40

Revenue from operations (Net of excise duty)

5536.70

5217.83

5689.24

5220.09

Operating Profit (EBITDA)

525.44

675.07

533.75

688.42

Finance cost

67.80

46.96

83.45

55.50

Depreciation and Amortisation

120.00

104.12

126.16

104.11

Profit before Share of Profit of JV & tax

337.64

523.99

324.14

528.81

Share of Profit of JV

N.A.

N.A.

0.09

0.18

Profit before Tax

337.64

523.99

324.23

528.99

Tax Expenses

89.22

132.47

85.97

133.83

Profit after Tax

248.42

391.52

238.26

395.16

Other comprehensive income (net of tax)

(5.85)

10.14

(6.64)

10.14

Total comprehensive income

242.57

401.66

231.62

405.30

Earning per equity share of ' 1 each (in ')

11.35

17.89

10.88

18.05

Retained Earnings brought forward

2810.14

2589.50

2819.51

2595.24

Appropriation:

- Equity Dividend

27.36

169.65

27.36

169.65

- Others

(3.81)

1.24

(3.32)

1.24

Retained earnings carried forward

3035.01

2810.14

3038.66

2819.51

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

Performance Results

Net consolidated turnover (net of excise duty) of the Company
during the year has increased by 9% to ' 5689 crore. The
turnover of Sugar Segment is marginally higher by 3% due
to the inclusion of sugar operations of a subsidiary, Sir
Shadi Lal Enterprises Limited (SSEL), acquired during the
year and the turnover of Distillery increased by 16% mainly
due to the commissioning of a new dual feed Distillery at

Raninangal during the year. The turnover of the Engineering
businesses increased by 12%, with an increase of 27% for
Power Transmission business (PTB) and marginal decline for
Water business.

Consolidated Profit before Tax is lower by 39% at ' 324.23
crore and Profit after Tax is lower by 40% at ' 238.26 crore.
The aforesaid results include loss before tax of ' 17.16 crore
and loss after tax of ' 12.9 crore attributable to SSEL.

There has been a significant decline in the profitability of
Sugar and Distillery segments but PTB has registered a much
improved performance with 27% increase in turnover and 18%
increase in segment profitability. Water business maintained
its profitability even after registering 5% decline in turnover.

Sugar Business including Co-generation

The segment profitability of Sugar Segment has declined by
13% to ' 266.5 crore in view of increased cost of sugar sold
during the year due to: a) higher cost of production of sugar
produced in the season 2023-24 due to increase in cane price
and, b) higher cost of sugar produced in the season 2024-25
due to lower trends of recovery in U.P. Consequently, the
increase in realisation price by 3% could not fully offset the
impact of increased cost leading to decline in profitability.

In the season 2023-24, sugarcane crop and resultantly,
the crush were impacted due to lower yields as a result of
flooding in certain regions and infestation of red rot. Crush
levels continued to be at the same levels in SS 2024-25 due
to climatic reasons and due to diminishing productivity of the
sugarcane variety CO-238 in the SS 2024-25. It is necessary
to substitute CO-238 variety in an accelerated manner and
cane development activities have accordingly been oriented
to achieve such objectives. Additional varieties have been
identified and it is expected that these may provide better
yields which would help to enhance availability of sugarcane
for better crush and increased capacity utilisation.

In January' 25, the Government announced a policy to export
sugar up to a limit of 1 million tonnes. The Company achieved
its export obligations in the current year through third party
exports resulting in income of ' 17 crore (incl. SSEL) towards
sale of export quota.

During the year, additions to fixed assets were made to the
extent of ' 102.5 crore in the Sugar segment mainly towards
increase in crushing capacity by 2000 TCD at Sabitgarh,
debottlenecking & efficiency improvement at Ramkola unit and
replacement of Condensing turbine with back pressure turbine
at Khatauli unit to enhance steam efficiencies and resultant
higher bagasse savings.

Distillery

The segment profitability of Distillery has declined by 78% to
' 39.7 crore. There were multiple reasons which contributed
to decline in the profitability of Distillery Segment:

a) Grain operations were carried out with majorly with maize
feedstock in the current year whereas the operations in
the previous year were partially operated till July'23 with
rice procured through FCI (FCI-Rice) wherein the margins
were much higher. Further, ethanol sales volume derived
from feedstock maize increased by 216% in the current
year and in view of low margins associated with maize
operations, it led to lower profitability.

b) Further, due to low crush in Sugar Season 2023-24
(SS 2023-24) and restrictions imposed on the use of

B-heavy Molasses (BHM) and sugarcane juice, captive
molasses generation was much lower which led to
lower availability of captive molasses. Accordingly, sales
volume of high margin ethanol produced from molasses
were lower by 25%, leading to lower profitability.

c) Finally, shortage of molasses due to aforesaid reasons
as well as unremunerative prices of grains led to closure
of the distillery operations for some periods which led to
non-recovery of fixed overheads.

While the prices of ethanol produced from maize were
increased in two tranches in ESY 2023-24, the margins were
still low and unremunerative in view of higher procurement
price of maize during the year. The supply of FCI-rice has been
permitted in the Ethanol Supply Year 2024-25 (ESY 2024¬
25) with higher procurement price but final price of Ethanol
produced from FCI-Rice has remained unchanged. In view
of increase in ethanol price derived from C-heavy Molasses
(CHM) in ESY 2023-24 and 2024-25 and with no change in
the prices of B-heavy molasses (BHM), CHM is the most viable
option for the combined sugar and distillery operations but
it limits the availability of captive molasses and lowers the
capacity utilisation of the plant vis-a-vis BHM.

However, with improved crush estimates and more efficient
supply chain initiatives being planned for grain operations,
it is expected that overall profitability of Distillery operations
would improve.

Apart from ethanol, the Distillery segment includes Extra
Neutral Alcohol and Alcoholic Beverages comprising country
liquor and a new business line ‘Indian Made Foreign Liquor'.

Power Transmission Business

Power Transmission Business (PTB) has achieved 27% higher
turnover at ' 370 crore with PBIT registering an increase of
18% at ' 127 crore. This is a record turnover and profitability
for PTB. During the year, PTB has secured 27% higher orders
at ' 476 crore and has 36% higher pending order book at
' 389 crore (comprising long tenure orders of ' 178 crore).

PTB is gearing up to enhance its infrastructure and
manufacturing facilities to meet higher demand, particularly
from international market. Accordingly, PTB has taken steps
to enhance its capacity of gears business alone (excluding
Defense) from ' 400 crore to ' 700 crore by September 2026.
PTB is also in the process of upgrading its human resources
to support the increased operations. The cost and impact of
the aforesaid initiatives is partly reflected in the profitability of
the year.

PTB has consistently sustained its majority market share across
high-speed applications in diverse markets, in both Products
as well as Aftermarket segments. It has, strengthened OEM
partnerships by delivering high-performance gearbox solutions
for critical applications by leveraging advanced engineering
and innovative designs. PTB aims to sustain market share
in domestic and nearby countries and simultaneously,
increase share in high potential overseas markets with focus
on gas turbine gearboxes, compressors, and FPSO (Floating
production, storage and offloading vessels) projects.

Water Business Group

Turnover of WBG declined marginally by 5% to ' 234 crore
in CFS. The lower turnover is attributed to slow execution of
certain projects, including the project in Bangladesh due to
local developments, and delay in receipt of orders. However,
it has been able to maintain its profitability due to cost savings
in the projects as well as due to reversal of provisions made
in the earlier years upon receipt of an arbitration award in
its favour.

During the year, WBG has secured orders of ' 586 crore
comprising EPC component of
' 312 crore and O&M
component of
' 274 crore. The business has participated in
various tenders and expects to secure substantial orders in
FY 26 to maintain its targeted growth.

Transfer to reserve

Your Board of Directors do not propose to transfer any amount
to general reserves.

Share Capital

During the year under review, there was no change in share
capital of the Company.

Dividend

Your Board of Directors are pleased to recommend a final
dividend of
' 2.5 per equity share of face value Re.1/- each
(250%) for the fiscal year 2024-25 resulting in a total outlay of
' 54.72 crore, subject to the approval of the shareholders in
the upcoming Annual General Meeting.

Dividend Distribution Policy

As per the provisions of Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended
(“Listing Regulations”), the Company had adopted a Dividend
Distribution Policy. The said policy sets out the parameters
and circumstances that will be considered by the Board in
determining the distribution of dividends to the shareholders
of the company and to retain profits earned by the company.
The policy is available on the website of the Company at
https://www.trivenigroup.com/files/policies/Dividend%20

Distribution%20Policy.pdf

Subsidiary and Associate/Joint Venture
Companies

As reported last year, the Company had acquired 25.43%
paid-up equity share capital of Sir Shadi Lal Enterprises
Limited (‘SSEL'), a listed entity incorporated under the laws
of India, from certain members of the then promoter group
of SSEL, under a Share Purchase Agreement dated January
30, 2024.

During the year, the Company has further acquired 36.34%
paid up equity share capital of SSEL from the remaining
members of the erstwhile Promoter group under a separate
share purchase agreement dated June 20, 2024. Besides, as
reported last year, the open offer launched by the Company
for acquisition of up to 26% voting share capital of SSEL
on January 30, 2024 was completed in accordance with
applicable laws including ‘SEBI (SAST) Regulations 2011.
The Company now cumulatively holds 61.77% of the total
shareholding of SSEL. Consequently, SSEL has become a
subsidiary of the Company effective 20-06-2024.

Further a new Company namely, Triveni Power Transmission
Limited (‘TPTL') wholly owned subsidiary was incorporated
on December 4, 2024 inter-alia to undertake and carry on the
business of manufacture of gears and gear boxes and defence
business activities. The business of Power Transmission of
the Company will be demerged into TPTL upon approval of
the Composite Scheme of Arrangement, which has been
approved by the Board of Directors and has been submitted
to the Stock Exchanges for approval.

As required under the provisions of Section 129 of the
Companies Act, 2013 read with Companies (Accounts) Rules,
2014, as amended, a statement containing salient features
of the financial statement of subsidiaries and associates/
joint ventures is provided in the prescribed format AOC-1
as
Annexure-A to the Board's Report. All the subsidiary
companies, except SSEL, Mathura Wastewater Management
Private Limited (‘MWMPL') and Pali ZLD Private Limited
(‘PZPL'), are relatively much smaller and there have not been
any material business activities in these companies.

SSEL is engaged in the business of manufacture of sugar
and ethanol. MWMPL is engaged in “Development of Sewage
Treatment Plants and Associated Infrastructure on Hybrid
Annuity PPP basis at Mathura, Uttar Pradesh” under the
Namami Gange Programme, whereas PZPL is engaged in
the development of a Common Effluent Treatment Plant along
with a Zero Liquid Discharge facility (unit-4) for Pali Industrial
Complex (Rajasthan) on PPP/HAM basis.

During the year under review, SSEL, MWMPL and PZPL have
achieved revenue of
' 171.97 crore, ' 8.91. crore and ' 12.33
crore and profitability (PAT) of
' (12.9 crore), ' 2.86 crore
and
' 0.17 crore, respectively. The turnover and profitability
of SSEL is as consolidated in the Consolidated Financial
Statements and is from the date it became a subsidiary of
the Company on 20-06-2024

In accordance with the Regulation 16 of the Listing Regulations,
none of the subsidiaries of this Company is a material non-
listed subsidiary. The Company has formulated a policy
for determining material subsidiaries. The policy has been
uploaded on the website of the Company at
https://www.
trivenigroup.com/files/policies/Policv%20on%20Material%20
Subsidiary.pdf

Consolidated Financial Statements

In compliance with the provisions of Companies Act, 2013
and Indian Accounting Standards (Ind AS) as specified in
Section 133 of the Companies Act, 2013 and Regulation
34 of the Listing Regulations, your Directors have pleasure
in attaching the consolidated financial statements of the
Company which form a part of the Annual Report. Financial
Statements including consolidated financial statements and
the audited accounts of each of the subsidiary are available
on the website of the Company at
https://www.trivenigroup.
com/financials?q=financial-report

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, 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 year;

c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) t hey have prepared the annual accounts on a going
concern basis;

e) t hey have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

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

Composite Scheme of Arrangement

During the year under review, the Board of Directors of the
Company have, subject to necessary approvals, considered
and approved a Composite Scheme of Arrangement amongst
Triveni Engineering & Industries Limited (‘TEIL'), Sir Shadi Lal
Enterprises Limited (‘SSEL') and Triveni Power Transmission
Limited (‘TPTL') and their respective shareholders and their
respective creditors under Section 230 to 232 and other
applicable provisions, if any, of the Companies Act, 2013
read with the rules made thereunder (the “Scheme”) for
amalgamation of SSEL into TElL and demerger of Power
Transmission Business (‘PTB') of TElL into TPTL. The
approval/no-objection of Stock Exchanges to the Scheme on
the application filed by the Company is awaited.

Corporate Governance

In accordance with the Listing Regulations, a separate report
on Corporate Governance is given in
Annexure-B along with
the Auditors' Certificate on its compliance in
Annexure-C to
the Board's Report. The Auditors' Certificate does not contain
any qualification, reservation and adverse remark.

Related Party Contracts/Transactions

In accordance with the amended provisions of the Companies
Act, 2013 and the Listing Regulations, the Company has
formulated a Related Party Transaction Policy, which has been
uploaded on its website at
https://www.trivenigroup.com/files/
policies/Revised%20Related%20Party%20Transactions%20
Policy.pdf. The Company enters into related party transaction
on commercial and arms' length basis with a view to optimise
the overall resources of the group.

All transactions entered into with related parties during the
year were in the ordinary course of business of the Company
and at arms' length basis. During the year under review, prior
approval of the members was accorded by way of an ordinary
resolution passed at the 88th AGM of the Company held on
September 13, 2024 for entering into certain related party
transactions with Sir Shadi Lal Enterprises Limited, a subsidiary

and related party of the Company, up to an aggregate amount
of
' 733.40 crore during FY 25, which exceeds the applicable
threshold limits specified under the Listing Regulations and
Act. The details of material related party transactions as
required under provisions of section 134(3)(h) of the Act read
with rule 8 of the Companies (Accounts) Rules, 2014 are
provided in the prescribed format AOC-2 as
Annexure-D to
the Board's Report.

Risk Management Policy and Internal
Financial Control

The Board of Directors of the Company have formed a Risk
Management Committee to assess the risks relating to
the businesses of the Company and the mitigation plans /
measures thereof. Implementation of the Enterprise Risk
Management Framework & Policy that has been aligned
with the regulatory requirements is being monitored and
adhered to.

The policy on risk assessment and minimisation procedures as
laid down by the Board are periodically reviewed by the Risk
Management Committee, Audit Committee and the Board.
The policy facilitates identification of risks at appropriate time
and ensures necessary steps to be taken to mitigate the risks.

The policy recognises that all risks in the business cannot be
eliminated but these could be controlled or minimised through
effective mitigation measures, effective internal controls and
by defining risk limits. Brief details of risks and concerns are
given in the Management Discussion and Analysis Report

A comprehensive Risk Management Framework has been
put in place for each of the businesses of the Company
which is stringently followed for the management of risks,
including categorisation thereof based on their severity. Such
categorisation gives highest weightage to the risks which
have the potential to threaten the existence of the Company.
The risks with higher severity receive more attention and
management time and it is the endeavour of the Company to
strengthen internal controls and other mitigation measures on
a continuous basis to improve the risk profile of the Company.

Risk Management System has been integrated with the
requirements of internal controls as referred to in Section 134(5)
(e) of the Companies Act, 2013 to evolve risk related controls.
Detailed internal financial controls have been specified covering
key operations, to safeguard of assets, to prevent and detect
frauds, to ensure completeness and accuracy of accounting
records, to ensure robust financial reporting and statements
and timely preparation of reliable financial information. These
are achieved through Delegation of Authority, Policies and

Procedures and other specifically designed controls, and their
effectiveness is tested regularly as per the laid-out mechanism
as well as through external agencies.

Directors and Key Managerial Personnel
(KMP)

As per the provisions of the Companies Act, 2013 (‘Act'),
Mr. Nikhil Sawhney (DIN:00029028), Non-Executive
Director will retire by rotation at the ensuing Annual General
Meeting (‘AGM') of the Company and, being eligible, seeks
re-appointment. The Board has recommended his re¬
appointment.

During the year under review, the Board of Directors on
the recommendation of the Nomination and Remuneration
Committee, re-appointed Mr Dhruv M. Sawhney
(DIN:00102999) as Managing Director of the Company
(designated as Chairman and Managing Director) for a further
period of five years, on the expiry of his present term i.e.
with effect from March 31,2025 and fixed his remuneration,
which was approved by the shareholders by way of a special
resolution through postal ballot on March 29, 2025.

All the Independent Directors of the Company have submitted
the requisite declarations stating that they meet the criteria
of independence as prescribed under Section 149(6) of the
Act and Regulation 16(1)(b) of the Listing Regulations. The
Board reviewed and assessed the veracity of the aforesaid
declarations, as required under Regulation 25(9) of the Listing
Regulations and taken the same on record. In the opinion
of the Board, all the Independent Directors fulfil the said
conditions as mentioned in Section 149(6) of the Act and the
Listing Regulations and are independent of the Management.

As required under the provisions of Section 203 of the
Companies Act, 2013, the key managerial personnel, namely,
Vice Chairman and Managing Director, CFO, and Company
Secretary, continue to hold those offices as on the date of
this report.

Board Evaluation Mechanism

Pursuant to the provisions of the Companies Act, 2013 and
Listing Regulations, the Board has carried out an annual
performance evaluation of its own performance, that of
individual directors as well as evaluation 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. A feedback was
sought by way of structured questionnaires and evaluation

was carried out based on various criteria and the responses
received from the Directors.

The performance of individual directors was evaluated on
parameters such as: attendance at the meetings; contributions
made in the discussions; contribution towards formulation
of the growth strategy of the Company; commitment;
independence of judgement; safeguarding the interests of the
Company and minority shareholders; additional time devoted
besides attending Board/Committee meetings. The directors
have expressed their satisfaction with the evaluation process.

Policy on Directors appointment and
remuneration

The policy of the Company on Directors' appointment and
remuneration, including criteria for determining qualifications,
positive attributes, independence of a director and other
matters provided under sub-section (3) of Section 178 of the
Companies Act, 2013 and the Listing Regulations, adopted
by the Board, is available on the website of the Company at
https://www.trivenigroup.com/files/policies/Nomination%20
&%20Remuneration%20Policy.pdf

Board Meetings

During the year, seven board meetings were held, the details
of which are provided in the Corporate Governance Report
that forms part of this Annual Report. The maximum interval
between the two board meetings did not exceed 120 days,
as prescribed under the Companies Act, 2013 and the
Listing Regulations.

Auditors
Statutory Audit

M/s S.S. Kothari Mehta & Co. LLP (SSKM), Chartered
Accountants (FRN: 000756N), were re-appointed as Statutory
Auditors of the Company at the 86th AGM to hold office for
another term of five consecutive years until the conclusion of
91st AGM of the Company, which will be held in the year 2027.

Cost Audit

In terms of the provisions of Section 148 of the Companies
Act, 2013 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 Sugar
and Power transmission businesses of the Company. The
Company has been maintaining cost accounts and records
in respect of the applicable products. Mr Rishi Mohan Bansal
and M/s GSR & Associates, Cost Accountants have been
appointed as Cost Auditors to conduct the cost audit of the
Sugar businesses (including cogeneration and distillery) and
Power transmission business respectively of the Company
for the FY 26, subject to ratification of their remuneration by

the shareholders at the ensuing Annual General Meeting. The
Board recommends the ratification of the remuneration of the
Cost Auditors for the FY 26.

Secretarial Audit

In terms of Section 204 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board appointed M/s
Suresh Gupta & Associates (‘SGA'), a proprietary firm of peer
reviewed Company Secretaries in practice (CP No.5204) to
undertake the Secretarial Audit of the Company for FY 25. The
report on secretarial audit is annexed as
Annexure-E to the
Board's report. The report does not contain any qualification,
reservation or adverse remark.

Further, as per Section 204 of the Companies Act, 2013
read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and Listing Regulations,
the Board has recommended to appoint SGA as the Secretarial
Auditors of the Company. to conduct the secretarial audit
for a term of 5 (five) consequtive years commencing from
FY 26 till FY 30, subject to approval of the shareholders at the
ensuing AGM to conduct the secretarial audit for a term of 5
(five) consequtive years commencing from FY 26 till FY 30,
subject to approval of the shareholders at the ensuing AGM.

Comments on the Auditors Report

The Auditors report for the financial year 2024-25 does not
contain any qualification, reservation or adverse remark. The
comments of the Auditors in para 2(b) read with para 2(i)(vi) of
their report are self-explanatory. Pursuant to section 143(12)
of the Companies Act, 2013, the Statutory auditors of the
Company has not reported any instances of fraud committed
in the Company by its officers or employees, the details of
which are required to be mentioned in the Board's Report.

Further, the auditors, in their report on consolidated financial
statements, have referred para vii(a), relating to outstanding
undisputed statutory dues, para xiv(b), relating to internal
control system and para xix, relating to material uncertainty
regarding capability to meet liabilities of CARO of M/s Sir
Shadi Lal Enterprises Ltd., a subsidiary of the Company. All
these comments have been explained in the director's report
of Sir Shadi Lal Enterprises Ltd.

Disclosures

Corporate Social Responsibility (CSR)

The CSR Policy formulated by the CSR Committee in line
with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 as amended, is available on the website of the
Company at
https://www.trivenigroup.com/files/policies/
CSR%20Policv(Revised).pdf

Significant and material orders/General
Disclosures

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

During the year under review, neither any application was
made nor any proceedings 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.

Human Resources

Your Company believes and considers its human resources
as the most valuable asset. The management is committed to
provide an empowered, performance oriented and stimulating
work environment to its employees to enable them to realise
their full potential. Industrial relations remained cordial and
harmonious during the year.

The composition of the CSR Committee and Annual Report
on CSR activities during FY 25 as recommended by the
CSR Committee and approved by the Board, is provided in
Annexure-F to the Board's report.

Audit Committee

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

Vigil Mechanism

The Company has established a vigil mechanism through
Whistleblower Policy for the employees and other directors
of the Company to report genuine concern (including reporting
of instances of leakage of unpublished price sensitive
information) and to ensure strict compliance with ethical and
legal standards. The provisions of the policy are in line with
Section 177(9) of the Act and Listing Regulations. The policy
is uploaded on the website of the Company at
https://www.
trivenigroup.com/files/policies/Whistle%20Blower%20Policy.
pdf

Disclosure under the sexual harassment of
women at workplace (Prevention, Prohibition
and Redressal) Act 2013

The Company has in place Anti-Sexual Harassment Policy in
line with the requirements of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act
2013 (POSH Policy). The Company has complied with the
provisions relating to the constitution of Internal Complaints
Committee under the said Act. No complaint was received by
the Internal Complaint Committee during FY 24.

Particulars of Loans, Guarantees or
Investments made under section 186 of the
Companies Act, 2013

Notes 7 of the standalone financial statements of the Company
forming part of the Annual Report provide particulars of the
investments made by the Company in the securities of other
bodies corporate; Notes 9 and 50 provide details of loans
advanced; and, Note 40 provides details of guarantee given
by the Company.

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

The particulars required under Section 134(3)(m) of the
Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014 are provided in
Annexure-G to the Board's report.

Particulars of employees

The information as required under Section 197 of the
Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided in
Annexure-H to the Board's Report.

The particulars of employees drawing remuneration in excess
of limits set out in the Rule 5(2) of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are
provided in
Annexure-I to the Board's Report. However,
as per the provisions of Section 136 of the Companies Act,
2013, the annual report is being sent to all the members of
the Company excluding the aforesaid information. The said
information is available for inspection by the members at the
registered office of the Company up to the date of the ensuing
Annual General Meeting. Any member interested in obtaining
such particulars may write to the Company Secretary at the
registered office of the Company.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the Listing
Regulations, the Management Discussion and Analysis is set
out in this Annual Report.

Business Responsibility & Sustainability
Report (BRSR)

In terms of the provisions of Regulation 34 of the Listing
Regulations, the BRSR is set out in this Annual Report.

Secretarial Standards

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

Deposits

The Company has not accepted any public deposits under
Section 73 of the Companies Act, 2013.

Debentures

No debentures were issued during the period under review.

Annual Return

Pursuant to Section 92(3) and 134(3) of the Companies
Act, 2013, the annual return for the financial year 2024-25
is available on website of the Company at
https://www.
trivenigroup.com/shareholders-information?q=annual-return

Appreciation

Your Directors wish to take the opportunity to express
their sincere appreciation to our customers, suppliers,
shareholders, employees, the Central, Uttar Pradesh and
Karnataka Governments, financial institutions, banks and all
other stakeholders for their whole-hearted support and co¬
operation.

We look forward to their continued support and
encouragement.

For and on behalf of the Board of Directors

Dhruv M. Sawhney

Place: Noida Chairman and Managing Director

Date: May 27, 2025 DIN: 00102999