Your Directors have pleasure in presenting the 90^th Annual Report and audited financial statements for the Financial Year (FY) ended March 31, 2026._

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 except that pursuant to the NCLT approved Composite Scheme of Arrangement ("Scheme"), which has become effective from May 19, 2026, Power Transmission Business Undertaking (‘PTB") of the Company will be demerged from the demerger appointed date on April 1, 2026 into the Resulting Company, Triveni Power Transmission Limited ("TPTL"). The effect of the said demerger will be accounted for in the next financial year.

The aforesaid results are after taking into consideration the effect of amalgamation of Sir Shadilal Enterprises Ltd. (SSEL) with the Company with effect from the amalgamation appointed date as April 1, 2025 in accordance with the Scheme. The said Scheme is effective from May 19, 2026 when the certified copies of orders of NCLT dated May 7, 2026 and May 18, 2026 were filed with the ROC. As per the order of NCLT, demerger of (PTB into the Resulting Company (TPTL) will take place with effect from April 1, 2026 and hence, the operations and financial results of PTB are included in the aforesaid results of the Company for FY 2025-26.

The results presented above include the operations of SSEL for the full financial year 2025-26 and the previous year includes results from June 20, 2024, when SSEL became a subsidiary of the Company. The results are not comparable to that extent.

During the year, net Consolidated Turnover (net of Excise Duty) has increased by 11%, majorly driven by increased turnover in Sugar and Distillery businesses. While the turnover of Sugar business (including Distillery) increased by 11%, turnover of Engineering business is at the same level as last year as the decline in turnover of Power Transmission business has been offset by increase in turnover of Water business. The decline in turnover of Power Transmission business is on account of delays in deliveries by customers, including due to geopolitical situation towards the end of the year.

Consolidated Profit before Tax (before exceptional items) is higher by 17% primarily due to much improved profitability in the Distillery segment. Exceptional items include estimated impact of additional liabilities of Rs. 14.06 crores in respect of employee benefit expenses due to the introduction of new Labour Codes. Accordingly, profit before tax (after exceptional items) stood at Rs. 364.14 crores as against Rs. 324.23 crores in the previous financial year. Profit after Tax is at Rs. 268.71crores as compared to Rs. 238.26 crores in the previous financial year.

Profitability of Sugar segment is 2% higher at Rs. 272 crores. The cost of goods sold is higher during the year as majority of sugar sold during the current year is pertaining to sugar season 2024-25, which carries high cost due to lower recovery achieved in that season. Further, in respect of season 2025-26, cane price increased by Rs.300 /MT resulting in increase in cost of production. However, the effect of aforesaid costs on profitability of the year was partially mitigated by increase in sugar realization price by 4%, increase in sugar sales volume by 10% and enhancement of power tariff including for the retrospective period from April 1, 2024.

During the financial year, the sugarcane crush is at the same level as FY 25 but the recovery is higher by 16 basis points. As a result of higher recovery and other efficiencies achieved, cost of production has increased only by 1% despite cane price increase by 8%.

In the Sugar Season (SS) 2025-26, overall crush is lower by 9% due to lower yields and significant diversion of sugarcane for jaggery purposes, but the recovery achieved is 26 basis points higher. Further, sugar operations SS 2025-26 were carried out based on C-Heavy molasses only whereas in the previous season 49% crush was carried out with C-Heavy molasses and 51% crush with B-Heavy molasses. The switch was made in view of better contribution with C-Heavy molasses. Consequently, the total sugar production during the season is at the same level as last season despite lower crush.

There has been substantial improvement in the profitability of Distillery segment during the year. Segment profitability (including Alco Beverages) has increased significantly by 201% to Rs. 119.3 crores. The improvement in the performance is attributed to lower procurement prices for maize, higher average operating days and higher efficiency resulting in cost optimisation.

During the year, production from grain feedstocks was 54% as compared to 52% in the previous year. The total production and sales volumes during the year were 23.65 crore litres and 21.35 crore litres respectively as compared to 20.01 crore litres and 20.16 crore litres in the previous year.

Sales volume of IMIL (Indian made Indian liquor) increased by 6% to 59 lakh cases. Brands of IMFL (Indian made foreign liquor) are being developed and distributed in the State of Uttar Pradesh and towards the end of the current year, these were also introduced in Delhi market.

At blending level of E20, the requirements of OMCs are much lower than the total capacity available. Representations have been made to the Government to increase blending percentage along with notifying other application areas so that full capacity available in the country may be utilized to produce ethanol in the new application areas. In view of recent geopolitical situation, the price of crude oil has increased significantly and accordingly, the Government has accelerated efforts to increase blending levels and to find more application areas. Accordingly, the Government is contemplating E-85 and E-100 so that ethanol is sold as primary fuel and not just as a blending additive. Likewise, in April 2026, the Indian government has authorized blending ethanol and synthetic hydrocarbons into Aviation Turbine Fuel (ATF) to create Sustainable Aviation Fuel (SAF). This initiative aims to reduce carbon emissions and dependency on imported crude oil, with a target of 1% SAF blending for international flights by 2027.

During the year, turnover of Power Transmission business has declined by 8% to Rs.340 crores. It has achieved segment profit of Rs. 120 crores, decline of 5% from the previous year.

The decline in the revenue of PTB has taken place due delayed deliveries by the customers, including due to geopolitical situation. Order booking during the year is at Rs. 467 crores, almost at the same level as previous year. However, the order book at the end of the year stood at 25% higher at Rs.485 crores.

The growth in this business is expected to result from international markets as well as from the Defense opportunities. The Company is focusing on international business and has set up a step-down foreign subsidiary in Switzerland to focus on securing business from European customers. The Company has a unique advantage of comparable efficiencies and substantial cost advantage. Likewise, the Company will also be pursuing various Defense opportunities and is hopeful of securing sizable orders next year.

This business will stand demerged from the Company from April 1, 2026, and will be transferred to and vested in TPTL.

Post demerger, the Company will hold equity stake of around 30% in TPTL.

During the year, Water business (including two wholly owned subsidiaries to undertake HAM projects) has achieved 15% higher turnover at Rs. 268.51 crores and the segment profit is at

Rs. 31 crores as compared to Rs. 32.78 crores in the previous year. During the previous year, substantial projects savings were recognized in respect of some projects nearing completion whereas current year includes reimbursement of GST on interest income on annuity pertaining to previous years.

The Company has been executing international projects satisfactorily. During the year, it has completed and handed over Maldives project (06 islands) and has substantially completed Bangladesh Project.

During the year, Water business has secured orders of Rs. 165 crores comprising EPC component of Rs. 126 crores and equipment of Rs.39 crores.

As reported last year, the Board of Directors of the Company had, subject to requisite approvals, approved a Composite Scheme of Arrangement among Triveni Engineering & Industries Limited ("TEIL"/Amalgamated Company), Sir Shadi Lal Enterprises Limited ("SSEL"/Amalgamating Company) and Triveni Power Transmission Limited ("TPTL"/Resulting Company) and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Rules made thereunder (the "Scheme"),inter-alia, providing for the amalgamation of SSEL into TEIL, and the demerger of the Power Transmission Business of TEIL into TPTL.

Your directors are pleased to inform that during the year under review, the Scheme received no objection from BSE Ltd. and NSE, was approved by the requisite majority of shareholders and creditors, and was sanctioned by the Hon'ble National Company Law Tribunal, Allahabad Bench (‘NCLT') vide Orders dated May 7, 2026 and May 18, 2026. The Scheme became effective on May 19,2026 (the ‘Effective Date'), upon filing of the certified copies of the NCLT orders with the Registrar of Companies, Uttar Pradesh, Noida.

Upon the Scheme becoming effective, SSEL stands dissolved without winding up and amalgamated with TEIL and all its assets, liabilities, rights and obligations, have been transferred to and vested in TEIL with effect from the Appointed Date viz. April 1, 2025. Further, the Power Transmission Business of TEIL, including all its assets and liabilities, has been transferred to and vested in TPTL, with effect from the Appointed Date viz April 1, 2026.

As consideration for the amalgamation, TEIL shall issue and allot equity shares to the eligible shareholders of SSEL as on the record date i.e. June 3, 2026, in accordance with the share exchange ratio under the Scheme. However, the pre-scheme share capital held by TEIL in SSEL shall stand cancelled.

Pursuant to the demerger, TPTL shall issue and allot its equity shares to eligible TEIL shareholders as on the record date, as and when fixed, in accordance with the share entitlement ratio under the Scheme. Upon such allotment, TPTL will become an associate company of TEIL, with TEIL holding an approximate 29.88% equity stake in TPTL.

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

There was no change in share capital of the Company during the year under review. Subsequent to the year, upon the Scheme becoming effective, the authorized share capital of the Company was restructured and increased from Rs.70 crore to Rs.90 crore, as provided under the Scheme, with the Memorandum of Association has been amended accordingly.

Your Board is pleased to recommend a final dividend of Rs. 1.25 per equity share of face value Rs. 1/- each (125%), subject to shareholder approval at the upcoming Annual General Meeting. Together with the interim dividend of Rs. 1.50 per equity share, the total dividend for FY 2025-26, if approved, will be Rs. 2.75 per equity share (275%), entailing a total outlay of Rs. 60.4 crore.

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/storage/files/policies/Dividend%20 Distribution%20Policy.pdf

During the year, Triveni Power Transmission Limited ("TPTL"), a wholly owned subsidiary of the Company, acquired 100% equity interest in Triveni Power Transmission GmbH ("TPTGmbH"), a Swiss limited liability company, effective November 4, 2025, making TPTGmbH a wholly-owned subsidiary of TPTL and a step-down subsidiary of the Company. Subsequent to the year, pursuant to the Scheme, upon amalgamation of SSEL into TEIL, SSEL ceased to be a subsidiary of the Company. As required under 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, in the prescribed format AOC-1, is annexed as Annexure-A to the Board's Report. All the subsidiary companies, except Mathura Wastewater Management Private Limited (‘MWMPL') and Pali ZLD Private Limited (‘PZPL'), are relatively small with no material business activity. MWMPL is engaged in development of sewage treatment plants and associated infrastructure at Mathura , Uttar Pradesh, under the Namami Gange Programme, on Hybrid Annuity PPP basis while PZPL is engaged in the development of a Common Effluent Treatment Plant with a Zero Liquid Discharge facility (Unit-4) for the Pali Industrial Complex (Rajasthan) on PPP/ HAM basis. During the year under review, MWMPL and PZPL recorded revenue of Rs. 8.90 crore and Rs. 9.01crore and profit after tax (PAT) of Rs. 12.74 crore and loss of Rs. 0.59 crore, respectively. In accordance with the Regulation 16 of the Listing Regulations, none of the subsidiaries is a material non-listed subsidiary. The Company has formulated a policy for determining material subsidiaries, which is available on the website of the Company at https://www.trivenigroup.com/storage/files/policies/ Policy%20on%20Material%20Subsidiary.pdf

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

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, 2026, 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) 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 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.

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.

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 is available on website of the Company at https://www.trivenigroup.com/ storage/files/policies/1748516244.pdf.

The Company enters into related party transaction on commercial and arms' length basis with a view to optimize 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. The Company has not entered into any contract/arrangement/ transactions with related parties which could be considered material in accordance with the Policy of the Company on the materiality of related party transactions. This Board's report does not include Form AOC-2 as there was no such related party transaction that required disclosure in terms of Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

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 minimization procedures are periodically reviewed by the Risk Management Committee, Audit Committee and the Board. The policy facilitates identification of risks at an early stage and ensures necessary steps to be taken to mitigate the risks.

The policy recognizes that all risks in the business cannot be eliminated but these could be controlled or minimized 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 categorization thereof based on their severity. Such categorization 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 endeavor 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.

As per the provisions of the Companies Act, 2013 (‘Act'), Mr. Tarun Sawhney (DIN:00382878), Vice Chairman and Managing 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 reappointment.

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.

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.

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/storage/files/policies/ Nomination%20&%20Remuneration%20Policy.pdf

During the year, five 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.

Statutory Auditors M/s S.S. Kothari Mehta & Co. LLP (SSKM), Chartered Accountants (FRN: 000756N/ N500441), were reappointed as the Statutory Auditors of the Company at the 86^th Annual General Meeting to hold office for a further term of five consecutive years, up to the conclusion of the 91^st Annual General Meeting of the Company to be held in the year 2027.

In accordance with 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, as amended from time to time, Cost Audit is applicable to the Sugar business of the Company for FY 2026-27. The Company has been maintaining the requisite cost accounts and records in respect of the applicable products. Mr. Rishi Mohan Bansal, Cost Accountant (FRN:102056), has been appointed as the Cost Auditor to conduct the cost audit of the Company's Sugar business (including cogeneration and distillery) for the FY 26–27, subject to ratification of their remuneration by the shareholders at the ensuing Annual General Meeting. The Board recommends the ratification of the remuneration payable to the Cost Auditor for FY 2026–27.

In terms of the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the circulars issued thereunder from time to time, M/s Suresh Gupta & Associates (SGA), a proprietary firm of peer reviewed Practicing Company Secretaries (CP No. 5204), were appointed as the Secretarial Auditor of the Company at the 89^th Annual General Meeting to conduct the secretarial audit for a term of 5 ( five) consecutive years commencing from FY 2025–26 up to FY 2029–30. The Secretarial Audit Report is annexed to the Board's Report as Annexure–D. The report does not contain any qualification, reservation or adverse remark.

The Statutory Auditors, in their audit report for FY 2025-26, have included an_Emphasis of Matter_paragraph referring to the Note No. 45 of the financial statements, in respect of the accounting treatment of the amalgamation of Sir Shadi Lal Enterprises Limited ("SSEL") with the Company. Their opinion is not modified in respect of the above matter._ The Auditors' Report for FY 2025–26 does not contain any qualification, reservation, or adverse remark except a comment under para iii(e) of Companies (Auditor's Report) Order (Annexure- A to the main Auditor's Report) noting the renewal of a loan of Rs. one crore extended to Pali ZLD Private Limited ("PZPL") during the year.

PZPL, a wholly owned subsidiary of the Company, was extended a loan of Rs. one crore as temporary funding to address business requirement arising from delays in achieving commercial operation date for phase I of its project due to non-conforming_ influent_ incoming effluent. As the matter remains unresolved, PZPL has been unable to pay the amount, and the repayment date has accordingly been extended to September 2027.

Further, pursuant to Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any instances of fraud committed by the Company's officers or employees that are required to be disclosed in the Board's Report.

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

The composition of the CSR Committee and the Annual Report on CSR activities for FY 2025–26, as recommended by the CSR Committee and approved by the Board, are provided in Annexure–E to the Board's Report.

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

The Company has established a vigil mechanism through its Whistle Blower Policy to enable employees and Directors to report genuine concerns, including instances of leakage of unpublished price sensitive information, and to ensure adherence to high ethical and legal standards. The provisions of the Policy are in accordance with Section 177(9) of the Companies Act, 2013 and the applicable provisions of the Listing Regulations. The Policy is available on the Company's website at: https://www.trivenigroup.com/storage/files/ policies/Whistle%20Blower%20Policy.pdf

The Company has adopted an Anti-Sexual Harassment Policy in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013 (POSH). The Company has also complied with the provisions relating to the constitution of the Internal Complaints Committee under the said Act. No complaint was received by the Internal Complaints Committee during FY 2025–26.

Note 7 of the Standalone Financial Statements forming part of this Annual Report provides particulars of the investments made by the Company in the securities of other bodies corporate. Notes 9 and 51provide details of the loans advanced by the Company, while Note 40 (v) sets out the particulars of guarantees given by the Company.

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

The information 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–G to the Board's Report.

The particulars of employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure–H to the Board's Report. However, in accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Report circulated to the members does not include the aforesaid information. The same 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.

In accordance with the provisions of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis forms part of this Annual Report.

Business Responsibility & Sustainability Report (BRSR) Pursuant to the provisions of Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) is also included in this Annual Report.

The Company has put in place appropriate systems to ensure compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), and such systems are considered adequate and are operating effectively.

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

No debentures were issued during the period under review.

Pursuant to Section 92(3) and 134(3) of the Companies Act, 2013, the annual return for the FY 2025-26 is available on website of the Company at https://www.trivenigroup.com/ shareholders-information?q=annual-return

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.

Your Company considers its human resources to be its most valuable asset. The management remains committed to providing an empowered, performance-driven, and stimulating work environment that enables employees to realise their full potential. Industrial relations during the year remained cordial and harmonious.

Your Directors take this opportunity to place on record their sincere appreciation for the continued support and cooperation received from customers, suppliers, shareholders, employees, the Central Government, the Governments of Uttar Pradesh and Karnataka, financial institutions, banks, and all other stakeholders.

We look forward to their continued support and encouragement in the future.