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.

Business Operations

The Company has reported another year of strong performance in FY 24 against the backdrop of the turmoil in global economic conditions with slowdowns witnessed in many advanced economies, developing economies like India reported healthy economic growth.

On consolidated basis, revenue from operations during the year was ' 16,539 million, an increase of 33% over previous year figure of ' 12,476 million. Operating profit (EBITDA) was higher by 38% at ' 3,810 million against previous year's EBITDA of ' 2,764 million. Operating margins of the Company have improved due to higher revenues and optimizing cost of manufacturing through various value engineering and supply chain initiatives. The growth in revenue was achieved through

the enhanced manufacturing capacity at the Sompura plant and by strengthening the supply chain and sub-vendor base, as well as improving productivity. Higher margins further bolstered cash flows and strengthened the liquidity position.

India's economic growth prospects helped the Company's focus on the domestic market for product order booking and we were able to increase enquiry generation by 21% over the previous year. The International order bookings grew at a faster rate, with an annual increase of 51% over the previous year. This is attributed to the increased focus on Steam Turbines for Thermal Renewable (Biomass, Waste to Energy, and Waste Heat Recovery) along with the oil & gas segment. Distributed renewable power generation continued to be a growth driver for the finalization of new products during FY 24.

The surge in order booking in the aftermarket industry was primarily driven by major upgrades and modification of the old fleet of turbines and those from the competition in the International Markets. In addition, turnkey service offerings

along with spares in the domestic and international markets lead the growth.

The Company's foray into new geographies and customer segments has been successful during the year. In the API (Oil & Gas) segment, the Company was successful in improving its enquiry base across geographies and the team were able to finalize orders from both Drives and Power Generation turbines in FY 24 from Europe, Americas and Asia. The Company's execution team took the challenge of higher volume and augmented capacities both in-house and with sub vendors. The value delivery chain was also strengthened by adding enough competent people across its engineering and execution functions.

Dividend

Pursuant to the requirements of the regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company has adopted a Dividend Distribution Policy. This Policy has been uploaded on the website of the Company and can be accessed at http://www.triveniturbines.com/key-policies.

The Board of Directors in its meeting held on February 5, 2024 declared an interim dividend of 130% (' 1.30 per equity share) and a special dividend of 100% (Re.1 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 130% (' 1.30 per equity share) for the FY 2023-24. The total dividend for the fiscal year 2023-24 is 360% (' 3.60 per equity share), including the interim and special dividend. The total outlay for equity dividends for the year is ' 1,144.35 million, resulting in a dividend payout of 43% of the consolidated profits of the Company.

Transfer to reserves

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

Share Capital

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.

Subsidiaries/Joint ventures

During the year, a new Company namely, Triveni Sports Private Limited (“TSPL”) [a 50:50 sports venture between your Company and Triveni Engineering & Industries Limited (TEIL)] was incorporated as a special purpose vehicle for the promotion of sports (including chess), and with a key objective of enhancing the corporate visibility for Triveni

Brand at a global level. As a franchisee/owner of the Triveni Continental Kings team, TSPL took part in the inaugural edition of the Global Chess League in Dubai and was crowned as Champions.

During the year, the Company also incorporated a wholly owned subsidiary company namely Triveni Turbines Americas Inc., in the State of Texas, United States of America.

As required under Section 129 of the Companies Act, 2013 (“Act”), read with the Companies (Accounts) Rules, 2013, a statement highlighting the salient aspects of the financial statements of subsidiaries/joint ventures is submitted as Annexure A to the Board's Report in the standard format AOC-1.

The financial statements of the subsidiaries have been placed on Company's website at https://www.triveniturbines. com/investors/financials/annual-reports-subsidiaries/. The report on the growth trends and outlook of those subsidiaries which impact your Company's performance reasonably are captured in the Management Discussion and Analysis (financial review section) of this report. During the year, no company ceased to be the Company's subsidiaries, joint ventures or associates.

In accordance with Regulation 16 of the Listing Regulations, Triveni Energy Solutions Limited became the material unlisted subsidiary of the Company. 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.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, is 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.

The financial statements, including consolidated financial statements and accounts for each of the subsidiaries and Joint Venture are available on the Company's website at https://www.triveniturbines.com/investors/financials/annual-reports-subsidiaries/.

Directors' Responsibility Statement

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, 2024, 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;

d) They have prepared the annual accounts on a ‘going concern' basis;

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.

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 Transactions

The Company has formulated a Related Party Transactions Policy which has been uploaded on its website at http:// www.triveniturbines.com/key-policies. The Company strives to enter into related party transactions on a commercial and arm's length basis in order to optimize the overall resources of the group.

During the year, all transactions with related parties were in the ordinary course of business and on an arm's length basis.

According to the Company's policy on the materiality of related party transactions, the Company had not entered into any contract/arrangement/transaction with related parties that may be considered material. This Report does not include Form AOC-2 since there was no related party transaction that required disclosure under Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Risk Management Policy and Internal Financial Control

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 regulation 21 of the Listing Regulations met with requisite quorum and at intervals prescribed therein.

The ERM Policy was reviewed annually for its adequacy. Internal and external risks facing the Company, including control measures for these risks, are reviewed with the RMC twice in a year and with the Board every quarter. The agenda and findings of internal audits were reviewed in the backdrop of the risk landscape of the Company and wherever required, additional information was sought by the Board members from the Company's management on risks. It is the opinion of the Board of Directors that there is no risk which threatens the existence of the company.

The Company has deployed the principles enunciated therein to ensure adequacy of Internal Financial Controls with reference to:

• Effectiveness and efficiency of operations

• Reliability of financial reporting

• Compliance with applicable laws and regulations

• Prevention and detection of frauds

• Safeguarding of assets

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 reviews the internal processes, systems and the internal financial controls and accordingly, the Directors' Responsibility Statement contains a confirmation as regards adequacy of the internal financial controls. Assurances on the effectiveness of Internal Financial Controls is obtained through management reviews as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

Directors and Key Managerial Personnel (KMP)

During the year under review, the Board on recommendation of the Nomination and Remuneration Committee, approved:

(a) Re-appointment of Dr. Anil Kakodkar and Ms. Homai A. Daruwalla as Independent Directors on the Board of Directors of the Company for a second term of 5 (five) consecutive years with effect from November 1, 2023 till October 31, 2028 which was approved by the shareholders by way of postal ballot on October 22, 2023.

(b) Appointment of Ms. Sonu Halan Bhasin and Ms. Amrita Gangotra as Independent Directors on the Board of Directors of the Company for a term of 5 (five) consecutive years with effect from April 1,2024 till March 31, 2029 which was approved by the shareholders by way of postal ballot on May 3, 2024.

(c) Re-appointment of Mr. Dhruv M. Sawhney as Managing Director of the Company (designated as Chairman and Managing Director) for a further period of 5 years with effect from May 10, 2024 and payment of remuneration to him, which was approved by the Shareholders by way of postal ballot on May 3, 2024.

(d) Appointment of the KMPs in accordance with the provisions of the Act and Listing Regulations namely Mr. S. N. Prasad as Chief Executive Officer (CEO), Mr. Sachin Parab as Chief Operating Officer (COO) and Mr. Pulkit Bhasin as Company Secretary and Compliance Officer with effect from April 1,2024.

In the opinion of the Board, Dr. Kakodkar, Ms. Bhasin and Ms. Gangotra, Independent Directors of the Company are persons of integrity and possess relevant expertise, experience and knowledge.

During the year under review, Ms. Homai A. Daruwalla resigned as Independent Director from the Board of Directors of the Company w.e.f. March 28, 2024 due to her personal reasons/commitments and consequently she also ceased to be the Chairperson/Member of the Committees of the Board where she held such positions. The Board extends its sincere gratitude and appreciation to Ms. Daruwalla for the valuable guidance and unwavering support during her tenure as Independent Director of the Company.

Mr. Rajiv Sawhney resigned as the Company Secretary and Compliance Officer of the Company w.e.f. March 31, 2024 due to personal reasons. The Board extends its appreciation for the valuable contribution made by Mr. Rajiv Sawhney during his long association with the Company as the Company Secretary and Compliance Officer.

Pursuant to provisions of the Act, Mr. Pulak Chandan Prasad and Mr. Arun P. Mote are liable to retire by rotation at the ensuing Annual General Meeting of the Company.

The current term of five years of Mr. Shailendra Bhandari as Independent Director of the Company shall come to an end on May 19, 2024 and consequently, he shall cease to be an Independent Director and Member of the Committees of the Board of Directors with effect from May 20, 2024. There is no need to fill up the vacancy caused by cessation of Mr. Bhandari as the composition of the Board is in compliance with the requirement of the Listing Regulations.

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 Executive Director, the Vice President & 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.

Board Evaluation Mechanism

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.

Policy on Directors' appointment and remuneration

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.

Board Meetings

During the year, 7 (seven) Board Meetings were held, the details of which are given in the Corporate Governance Report that forms part of the Board's Report. The maximum interval between the two meetings did not exceed 120 days as prescribed in the Act and Listing Regulations.

Statutory Auditors and Audit Report

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 Annual General Meeting (“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.

The Auditors' report for the FY 2023-24 does not contain any qualification, reservation or adverse remark. Further pursuant to Section 143(12) of the Act, the Statutory auditors of the Company have not reported any instances of fraud committed in the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

Cost Auditor

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 2023-24. The Cost Auditors will submit their report for the FY 2023-24 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.H. & Associates, Cost Accountants, Bengaluru as the Cost Auditors to conduct the cost audit of your Company for the FY 2024-25. 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.

Secretarial Auditor

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s. Sanjay Grover & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the FY 2023-24. The report on secretarial audit is annexed as Annexure D to the Board's Report. The report does not contain any qualification,

reservation or adverse remark. Further, there were no frauds reported by the Secretarial Auditor under Section 143(12) of the Act.

Further, Triveni Energy Solutions Limited, the unlisted material subsidiary of the Company has undergone Secretarial Audit for the year ended March 31, 2024. The Secretarial Audit Report issued by M/s. Sanjay Grover & Associates, Company Secretaries is enclosed as Annexure E to the Board's Report. The said report is self-explanatory and does not contain any qualifications, reservations, adverse remarks or disclaimers.

Corporate Social Responsibility (CSR)

A CSR policy formulated by the CSR Committee is available on the Company's website at http://www.triveniturbines. com/key-policies. The composition of the CSR Committee and Annual Report on CSR Activities during FY 2023-24 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 the 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 the Whistle Blower Policy and the Audit Committee to oversee genuine concerns expressed by the employees and other directors. The Company has also provided adequate safeguards against victimisation 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.

Disclosure under the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has an Anti-Sexual Harassment policy in line with the requirements of the Sexual Harassment 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.

Particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013

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 corporate bodies and note no. 33 of the standalone financial statements of the Company included in the Annual Report, provides the particulars of the guarantees given by the Company. The Company has neither given any loans nor provided any security in connection with a loan to any body corporate or person.

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

The particulars required under Section 134(3)(m) of the Act, read with the relevant rules, are provided in Annexure G to the Board's Report.

Particulars of Employees

The information as required under Section 197 of the Act, 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 the 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 Act, 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 AGM. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Employees Stock Option

During the year under review, the Company implemented Triveni Turbine Ltd. - Employee Stock Unit Plan 2023 (“LTIP 2023”). In terms of the LTIP 2023, a maximum of 25,00,000 (Twenty five lacs) units to be issued to eligible employees, which may be granted, in one or more tranches from time to time, which in aggregate shall be exercisable into not more than 25,00,000 (Twenty five lacs) equity shares of face value of ' 1/- each (approximately 0.79% of the paid-up equity share capital), with each such unit conferring a right to apply for one equity share of the Company against each unit granted or vested at an exercise price equivalent to the face value of shares.

There is no material change in the LTIP 2023 after its implementation during the financial year under review. The

LTIP 2023 is in compliance with the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the LTIP 2023 as required under the abovementioned SEBI Regulations are available on the Company's website https://www.triveniturbines.com/ investors/financials/annual-reports/.

The certificate of Secretarial Auditor confirming compliance of the LTIP 2023 in accordance with the provisions of the Act, above mentioned SEBI Regulations and resolution passed by the shareholders by way of postal ballot is given in Annexure J to this Report.

Management Discussion and Analysis Report

In terms of provisions of Regulation 34 of the Listing Regulations, the “Management Discussion and Analysis Report” forms part of this Annual Report.

Business Responsibility and Sustainability Report ("BRSR")

The Listing Regulations mandate top 1000 listed entities based on the market capitalisation as on March 31 of every financial year, to include the BRSR as part of the Directors' Report of the Company. The report in the prescribed form is annexed as Annexure K to the Board's 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 Act.

Annual Return

The Annual Return of the Company for the financial year 2023-24 is available on the Company's website at https:// www.triveniturbines.com/investors/shareholders-information/ downloads/.

Significant and material orders/general disclosures

There are no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and the Company's future operations. During the year under review, neither any application was made nor 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.

Human Resources

Your Company believes in agile approach to build its Human Capital backed by excellence, innovation, and sustainability. The Company's contemporary and vibrant approach to talent management sets it apart as an employer of choice, driving its continued success and growth in the ever-evolving business landscape.

The Company focus on Diversity ensures that it taps into a wide range of perspectives, experiences, and backgrounds, thus promoting an environment of Equity & Inclusion. We acquire talent from diverse background and experience to support our growth strategy. Talented individuals sourced from premium institutes, provides us with the right blend of experience and energy. The Company's hiring efforts have created job opportunities for potential candidates, reinforcing our commitment to supporting talent development and economic growth.

Our commitment to talent development is unwavering. The blend of conventional and contemporary learning methodology helped employees to thrive & deliver their best. Personalized learning solutions, mentoring & coaching, continuous dialogue empowers employees to reach their full

potential. The succession planning & leadership development initiative reaffirms our commitment to sustain business growth.

Your Company is conscious that Employee Experience is pivotal for their Retention. We have implemented comprehensive retention strategies that prioritize employee well-being, career advancement, and work-life balance. The vibrant company culture fosters a sense of belonging and engagement, ensuring that our employees feel valued and motivated to contribute their best work.

Appreciation

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 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

Date: May 16, 2024 Chairman and Managing Director Place: Noida DIN: 00102999