Triveni Engineering and Industries Ltd Directors Report

DIRECTORS REPORT

Your Directors have pleasure in presenting the 88^th Annual Report and audited financial statements for the Financial Year (FY) ended March 31,2024.

Financial Results

				(Rs. in lakh)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations (Gross)	614914.10	630690.29	615140.31	631009.62
Revenue from operations (Net of excise duty)	521783.10	561363.80	522009.31	561683.13
Operating Profit (EBITDA)	67506.73	69651.05	68843.57	69632.06
Finance cost	4695.79	4983.75	5549.91	5673.83
Depreciation and Amortisation	10412.24	9347.77	10412.24	9347.77
Profit before exceptional items and Share of Profit of Associates/JV & tax	52398.70	55319.53	52881.42	54610.46
Share of Profit of Associates/JV	0.00	0.00	17.58	1633.44
Profit before exceptional items & tax	52398.70	55319.53	52899.00	56243.90
Exceptional Items	0.00	158593.58	0.00	140119.61
Profit before Tax	52398.70	213913.11	52899.00	196363.51
Tax Expenses	13247.19	21512.53	13383.08	17182.86
Profit after Tax	39151.51	192400.58	39515.92	179180.65
Other comprehensive income (net of tax)	1014.10	-318.72	1014.10	-374.85
Total comprehensive income	40165.61	192081.86	40530.02	178805.80
Earning per equity share of Rs. 1 each (in Rs.)	17.89	80.08	18.05	74.58
Retained Earnings brought forward	258950.43	112764.22	259523.60	125359.79
Appropriation:
- Equity Dividend	16964.59	4835.10	16964.59	4835.10
- Others	124.19	41379.27	124.19	40181.74
Retained earnings carried forward	281013.16	258950.43	281950.74	259523.60

(*) includes Rs. 41141.34 lakh relating to the Buy-Back of equity shares in FY 23. Additionally, Rs. 57588.27 lakh relating to the aforesaid Buy-back of equity shares have been adjusted against Securities Premium and General Reserves.

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

It was a difficult year, especially, in respect of Sugar and Distillery businesses wherein export of sugar, which was being permitted for the last 2 years, was banned in respect of sugar produced during the season 2023-24 and further various restrictions were imposed on the usage of feedstocks in the Distillery operations.

However, despite such constraints, the Company has done reasonably well. The consolidated gross turnover of the Company has declined by 3% to Rs. 6151.40 crore whereas the net turnover of the Company declined by 7%. The decline in turnover is mainly in Sugar business due to lower domestic dispatches as well as due to reduced exports as a consequence of the policy decision of the Government. The turnover of Water business was also lower due to slow execution of contracts in certain projects, but the net turnover of Power Transmission business and Distillery business were higher by 30% and 9% respectively.

Profit before Tax and Exceptional items at consolidated level was 6% lower at Rs. 528.99 crore whereas Profit after Tax was lower at Rs. 395.16 crore as against Rs. 1791.81 crore in the previous year which included exceptional income (net of tax) of Rs. 1369.49 crore. Despite significant shortfall in dispatches, segment profitability of Sugar business was almost at the same level as last year due to higher sugar realisation prices whereas the segment profitability of Distillery business declined significantly by 15% due to feedstocks constraints and increase in internal transfer pricing of molasses in view of increase in cane price. The profitability of Engineering business was, however, higher for both Power Transmission and Water Business.

Sugar Business (including Cogeneration)

Turnover of the Sugar business declined by 12% to Rs. 3857.87 crore whereas segment profits were almost at the same level as last year. While the total dispatches (including exports) declined by 16%, sugar realisation price, however, increased by 6% which largely offset the impact of lower sales volume.

During the year, addition to fixed assets of Rs. 111.62 crore were undertaken in the Sugar business mainly towards debottlenecking, efficiency improvement and conversion of manufacturing process to produce refined sugar (DRP) in the sugar unit at Milaknarayanpur

In view of expected lower sugar production and to maintain sugar prices, the Government banned export of sugar and mandated to restrict the diversion of sugar to ethanol only to the extent of 1.7 million tonnes as against 4.1 million tonnes in the previous season. Due to such policy decisions, accretion in sugar stocks by ~ 3 million tonnes is expected in the season 2023-24 which will result in closing sugar stocks of 8.6 million tonnes as at the end of the sugar year 2023-24.

There was an increase in sugarcane price by Rs. 200/MT for the Sugar Season 2023-24. The crush operations were largely carried out with C-heavy molasses in the last quarter of the year as the Government imposed restrictions on the usage of B-heavy molasses and sugarcane juice as feedstocks for the production of ethanol. It resulted in lower diversion of sugar to ethanol by 0.34 lakh tonnes over the previous year and consequently, sugar production, despite lower crush by 4%, is marginally higher at 9.8 lakh tonnes.

The sugarcane crop during the season 2023-24 were impacted due to lower yields as a result of flooding in certain regions, absence of sunlight for a long spell of 4-5 weeks in winter and infestation of red rot due to the aforesaid reasons. It has resulted in lower crush by —11% in the SS 2023-24. The Company has undertaken to remedy the situation on a priority basis by way of accelerating the varietal change and to eradicate disease infested crop. It is likely to result in much improved performance in the next season. The Company will continue to deploy its resources to ensure better yields, healthy crop and to reduce cut-to-crush time for better recoveries.

Distillery

Distillery operations achieved 18% higher gross turnover at Rs. 2204.90 crore and 9% higher net turnover at Rs. 1273.59 crore. However, segment profits are 15% lower at Rs. 180.86 crore. The decline in the profitability is due to certain policy decisions of the Government as a result of which the sale volumes of high margin ethanol produced from FCI and BHM is lower by 16% as compared to the previous year. Distillery operations include operations of Alco Beverages wherein the net turnover has increased by 50% to Rs. 123.02 crore.

In July, 2023, the Government discontinued the supplies of FCI rice for the production of ethanol and instead encouraged the usage of maize. It resulted in several challenges in terms of cost, procurement logistics, viability and lower capacity utilisation, which were partly addressed by the Government by raising the price of ethanol produced from maize but the resultant margin was still much less than margin applicable to FCI rice. Further, in December 2023, anticipating lower sugar production, Government mandated that sugar diversion to ethanol should not exceed 1.7 million tonnes and thus imposed restrictions on the usage of B Heavy molasses and sugar cane juice as feedstocks. It resulted in shortage of captive molasses as feedstock.

Despite the aforesaid policy decisions which adversely impacted the operations of Distillery, we are confident that the Government is committed to its ethanol blending programme and various restrictions may be lifted in the next season thereby restoring normalcy in operations.

The Company has commissioned another dual feedstock- based Distillery at its Sugar unit at Raninangal in April, 2024. With this, the distillation capacity has increased to 860 KLPD. The Company has put its plan for expansion of Sabitgarh Distillery on hold till a clear policy emerges in respect of permitted feedstocks.

Further, the Company is in the process of venturing into new business of manufacturing, marketing and selling own brands in the premium segment of Indian Made Foreign Liquor (IMFL) as a forward integration of the distillery operations. It would involve setting up a state-of-the-art bottling plant in Muzaffarnagar, Uttar Pradesh to produce high quality IMFL products at an estimated cost of about Rs. 25 crore, subject to receipt of necessary statutory clearances. The new facility is expected to be ready for commencement of production by end of H1 FY 25.

Power Transmission Business

Power Transmission Business (PTB) has achieved 30% higher turnover at Rs. 291.81 crore with segment results registering an increase of 40% at Rs. 107.09 crore. This is a record turnover and profitability for PTB. During the year, it has secured 42% higher orders at Rs.375.38 crore and the total order book as on 31.3.2024 is at Rs.287.39 crore (including long tenure orders aggregating to Rs.89.41 crore), which is 10% higher than the previous year. The increase in the profitability is due to scale of operations as well as due to better pricing.

PTB has consistently sustained its majority market share in high speed applications across all markets - in new products as well as in the after-market. The major business has emanated from sectors like Sugar, Ethanol, Oil & Gas, Steel and Cement which have witnessed considerable investments with large power range orders coming from infrastructure sectors like steel. The focus on export has multiplied by leveraging Trivenis own technology having secured qualifications of its products from all major global OEM customers. Trivenis competitive technology along with cost and quality leadership has helped its business to gain strength in domestic as well as in the export markets, from where Triveni expects major growth in the coming years.

PTB has been actively engaged with Defence Sector for their various requirements and Indian Navy has chosen PTB as its reliable supplier for propulsion shafting and turbopumps for its indigenous sub-surface project. Defence segment of PTB includes Platform level support, propulsion systems equipment as gearboxes and propulsion shafting, gas turbine generator for auxiliary power generation and individual equipment such as pumps, etc. There are high value orders in the pipeline and it has the potential of diversification for PTB into a strategic and attractive business proposition.

Water Business (WBG)

The turnover has declined by 30% to Rs.246.33 crore but the segment profitability is 29% higher at Rs.31.41 crore. The decline in turnover has been due to slow execution of certain projects due to the reasons attributable to the customers. However, Water Business has been able to enhance its profitability in view of substantial savings in the project costs.

The business has participated in various tenders and has visibility of upcoming opportunities of significant amounts. It is also actively targeting foreign projects after assessing satisfactory financial arrangements of projects and other risk factors.

Transfer to reserve

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

Dividend

Your Board of Directors are pleased to recommend a final dividend of Rs.1.25 per equity share of face value Rs.1/- each (125%), subject to the approval of the shareholders in the upcoming Annual General Meeting. If approved, the total dividend (including the interim dividend of Rs.2.25 per equity share and special dividend of Rs.2.25 per equity share) for the fiscal year 2023-24 will be Rs.5.75 per equity share (575 %) resulting in a total outlay of Rs.125.87 crore.

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 ("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%20Distribution%20Policy.pdf

Subsidiary and Associate/Joint Venture Companies Performance

Associate/Joint Venture Companies

Acquisition of 25.43% equity stake in Sir Shadi Lai Enterprises Limited {SSLEL) during the financial year under review

The Company has acquired 25.43% paid-up equity share capital of Sir Shadi Lai Enterprises Limited (SSLEL), a listed entity incorporated under the laws of India and engaged in the business of manufacture of sugar and ethanol, from certain members of the promoter group of SSLEL at a price of Rs.262.15 per equity share, aggregating to total consideration of about Rs.35 crore, under a Share Purchase Agreement dated January 30, 2024. Given the intent of the Company to acquire majority shareholding and management control of SSLEL and since the Company has entered into an agreement to acquire voting rights in excess of 25% (twenty-five per cent) of the equity share capital of SSLEL, the Company has launched an open offer on January 30, 2024 for acquisition of 26% of the outstanding paid-up equity share capital of SSLEL at a price of Rs.262.15 per share, under Regulation 3(1) and Regulation 4 of the Securities Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011, which is subject to SEBI approval/observations.

As on 31 March 2024, the Company holds 25.43% of the paid- up equity share capital of SSLEL and the Company does not have any right of representation on the Board of Directors of SSLEL and nor does it have any right to participate in the policy making process of SSLEL. The Management is of the opinion that the Company does not presently have significant influence over SSLEL so as to consider it as an associate company. The investment in equity shares held by the Company in SSLEL has been valued at fair value pending outcome of the open offer which may result in the relationship of SSLEL as an associate company or a subsidiary.

As reported last year, a new Company namely, Triveni Sports Private Limited (‘TSPL) [a 50:50 sports venture between your Company and Triveni Turbine Limited (‘TTL)] was incorporated as a special purpose vehicle for participation in and 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 Global Chess League in Dubai and crowned as Champions.

During the year under review, TSPL achieved income from operations of Rs. 494.41 lakh including prize money for winning the first edition and profits (PBT) of Rs. 48.62 lakh after meeting all the expenses

Subsidiary Companies

The Company has 11 wholly owned subsidiaries, as detailed in Annexure A. All the companies, except 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.

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, MWMPL and PZPL have achieved revenue of Rs. 8.33 crore and Rs. 3.56 crore and profitability (PBT) of Rs. 3.92 crore and Rs. 0.06 crore, respectively.

As required under the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statement of subsidiaries and associates is provided in the prescribed format AOC-1 as Annexure-A to the Boards Report.

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/Policy%20on%20 Material%20Subsidiary.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 Act 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/financials7qHinancial-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, 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 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.

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 Boards 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. It is the endeavour of the Company to enter 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. 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 Boards 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.

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. Tarun Sawhney (DIN:00382878), Vice Chairman & 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.

During the year under review, Mr Siraj Azmat Chaudhry (DIN:00161853), Dr. Rajender Pal Singh (DIN:10198810) and Mr Manoj Kumar Kohli (DIN:00162071) were, on the recommendations of the Board of Directors/Nomination and Remuneration Committee (‘NRC), appointed as Independent Directors of the Company with the approval of shareholders by way of special resolutions passed at the 87^th Annual General Meeting of the Company held on September 8, 2023, for a period of five consecutive years with effect from July 25, 2023, August 12, 2023 and August 12, 2023 respectively, whose offices shall not liable to retire by rotation.

Further, Dr. (Mrs.) Meena Hemchandra (DIN: 05337181) was, on the recommendations of the Board of Directors/NRC, appointed as an Independent Director of the Company with the approval of shareholders by way of a special resolution passed through postal ballot on March 30, 2024, for a period of five consecutive years with effect from January 30, 2024, whose office shall not liable to retire by rotation.

In the opinion of the Board, Mr Chaudhry, Dr. Singh, Mr Kohli and Dr. Hemchandra, Independent Directors are persons of integrity and possesses relevant expertise, experience and knowledge.

Consequent to completion of her second tenure of five consecutive years, Ms. Homai A. Daruwalla (DIN: 00365880) ceased to be an Independent Director of the Company with effect from the close of business hours on March 31, 2024. The Board places on record its sincere appreciation and gratitude for the valuable contribution and guidance provided

by Ms. Daruwalla during her association with the Company over the years.

The Company has received declarations of independence in terms of Section 149 of the Companies Act, 2013 and also under the Listing Regulations from all the Independent Directors and the same has been taken on record by the Board of Directors.

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.

The performance of individual directors was evaluated on parameters such as: number of meetings attended; contributions made in the discussions; contribution towards formulation of the growth strategy of the Company; 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, 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.

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 86^th AGM to hold office for another term of five consecutive years until the conclusion of 91^st 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 2024-25, 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 25.

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, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company for FY 24. The report on secretarial audit is annexed as Annexure-D to the Boards report. The report does not contain any qualification, reservation or adverse remark.

Comments on the Auditors Report

The Auditors report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. The comments of the Auditors in para 2(b) of their report are self-explanatory. Further pursuant to section 143(12) of the Companies Act, 2013, 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 are required to be mentioned in the Boards Report.

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%20 Policy(Revised).pdf

The composition of the CSR Committee and Annual Report on CSR activities during FY 24, as recommended by the CSR Committee and approved by the Board, is provided in Annexure-E to the Boards 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 Whistle Blower 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 49 provide details of loans advanced; and, Note 39(v) 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-F to the Boards 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-G to the Boards 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-H to the Boards 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.

Employees Stock Option

During the year under review, TEIL ESOP 2013 come to an end and there are no outstanding stock options and no stock options were either issued or allotted.

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 2023-24 is available on website of the Company at https://www.trivenigroup.com/ shareholders-information Rs.q=annual-return

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 Companys 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.

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 20, 2024	DIN: 00102999