Directors Report of Triton Valves Ltd.

Mar 31, 2025

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

1. PERFORMANCE HIGHLIGHTS INR lakhs

	Standalone Consolidated
Particulars	FY 25	FY 24 Variance	FY 25	FY 24 Variance
Revenue from operations	38,140	34,326 3,813	48,837	42,832 6,005
Growth over last year	11.1%	6.2%	14.0%	18.2%
Cash Operating expenses	(36,632)	(32,591) (4,042)	(45,723)	(39,761) (5,962)
EBITDA	1,507	1,736 (228)	3,114	3,070 43
Operating margin	4.0%	5.1%	6.4%	7.2%
Depreciation	(758)	(858)	(1,198)	(1,323)
Financial expense	(802)	(776)	(1,257)	(1,290)
Other Income	929	837	114	67
PBT	876	939 (63)	773	524 248
PBT margin	2.3%	2.7%	1.6%	1.2%
PAT	660	692 (32)	512	281 231
PAT margin	(1.8)%	(2.1)%	(1.1)%	(0.7)%

INR lakhs	31.03.2025	31.03.2024	Movement	31.03.2025	31.03.2024	Movement
Equity Share Capital	120	118	2	120	118	2
Security premium	3,309	3,014	294	3,309	3,014	294
Share warrants	348	422	(74)	348	422	(74)
Other equity items	8,994	8,439	556	7,145	6,734	411
Net worth	12,771	11,993	778	10,922	10,289	633
Total loans	8,630	8,305	325	13,193	11,974	1,218
Invested funds	21,401	20,299	1,102	24,114	22,263	1,852
Net Assets	21,401	20,299	1,102	24,114	22,263	1,852

2. uverview ot Financial performance

Standalone financial: The Company grew its revenue by
11.1%. Though the product sales revenue growth was
muted, sales revenue from bye-products and revenue
from group companies were more. The resultant
Operating margin was 4% since the bye-products and
the group company sales yielded lower margins. Profit
Before Tax was INR 876 lakhs, slightly down from INR
939 lakhs for the previous year. Profit After Tax was

INR 660 lakhs, slightly lower than the previous year. As
regards the Net worth, there was an accretion of INR 779
lakhs, due to equity funds infusion of INR 222 lakhs and
INR 556 lakhs due to the annual profits.

Group Consol Financials: There was a robust increase
of external sales revenue by 14%, and the momentum
from the previous year got carried into the year. Ebitda, in
absolute terms was almost at the same level as the last

	(Amt. in INR lakhs)				(Amt. in USD lakhs)
	Tritonvalves Future Tech		TritonValves Climatech		Triton Valves Hong Kong
	Private Limited		Private Limited		Limited
Particulars	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue From Operations	31,481.16	28,755.76	4,289.93	1,704.36	-	-
Other Income	3.74	11.17	366.22	269.57	34,459.85	10,000
EBITDA	1,433.39	1,218.42	194.10	100.11	(84,676)	1,294
Finance Cost	642.41	590.52	374.23	417.58	-	(6,806)
Depreciation, Amortization Expenses	332.29	394.22	273.19	310.65	-	-
PBT	458.69	233.68	(453.32)	(628.12)	(84,676)	8,100
Net Income Tax expense	85.55	39.88	(31.82)	(44.10)	(9,349)	608
PAT	373.14	193.80	(421.50)	(584.02)	(75,327)	7,493
Other Comprehensive Income (Net of Income tax impact)	(0.50)	(0.74)	-	-	-	-
Total Comprehensive Income	372.64	193.07	(421.50)	(584.02)	(75,327)	7,493

year, due to commodity impact and the sales mix. Q1 FY
25 was not optimal, due to various external factors, like
the Indian General Elections and the cash flow issues
in the industry. Profit Before and After Tax were better
than the previous year due to lower depreciation charge
and finance expense. External loans increased to fund
the working capital increase due to sales and partially
towards the fixed assets investment.

3. DIVIDEND

Continuing with the tradition of your Company to share
a portion of divisible profits with the shareholders as
dividend. Based on the financial performance of the
Company during the year FY 2024-25 and the available
cash flow, your Board recommends Final dividend of INR
10.00 per Equity Share on the existing 11,83,527 Equity
Shares and a proportional dividend of INR 3.56 per share
on 17,000 Equity Shares which was newly created on
November 22, 2024, totaling to INR 1,18,95,790 which
will be appropriate from the profit for the year.

4. CREDIT RATING

For the consolidated loan of INR 115 rores, the following
ratings were assigned:

Long-Term Rating CRISIL BBB/ (Stable)

Short-Term Rating CRISIL A3 Positive

On the basis of the business performance during the year
and improved leverage ratio, your Company expects this
rating to improve when it shares the key financial with
CRISIL.

5. AMOUNT, IF ANY, PROPOSED TO BE
TRANSFERRED TO RESERVES

The Board of Directors of your Company has decided not
to transfer any amount to the Reserves for the year under
review.

6. PROSPECTS FOR THE FINANCIAL YEAR
2025-26

Your Company continues to observe the performance of
automotive and tyre industry with a view to optimising
opportunities and ring fencing headwinds. Your Company
expects India-led manufacturing to receive a huge fillip
in the coming months as a direct consequence of the
automotive QCO. your Company is in a perfect position
for improving its sales revenue, built over five decades
of manufacturing excellence and on time execution of
customer orders.

7. MATERIAL CHANGES AND COMMITMENTS

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

business (Tritonvalves Climatech Private Limited) with
its automotive valve business (Triton Valves Limited) on
March 31, 2024.

During the year before the National Company Law Tribunal
(NCLT) Bench, Bangalore. Your Company expects to
improve its cost and customer focus due to the proposed
amalgamation.

8. SIGNIFICANT MATERIAL ORDERS PASSED
BY REGULATORS

No significant material orders have been passed during
the year under review by the Regulators or Courts or
Tribunals impacting the going concern status and
Company''s operations in the future.

9. CHANGE IN THE NATURE OF BUSINESS, IF
ANY

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

10. EVENTS SUBSEQUENT TO THE DATE OF
FINANCIAL STATEMENTS

The Company is entitled to receive a sum of INR 10.44
crores no later than September 26, 2025 from three
share warrant holders towards their fulfilment of their
commitment towards converting 80,000 share warrants
into equal number of Equity Shares.

11. DEPOSITS

During the year under review, your Company has neither
accepted nor renewed any deposits from the public within
the meaning of Section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014.

12. SUBSIDIARIES/ASSOCIATES/JOINT
VENTURES

In accordance with the general circular issued by the
Ministry of Corporate Affairs, Government of India,
the Balance Sheet, the Statement of Profit & Loss and
other documents of the Subsidiary Companies are not
being attached to the Balance Sheet of the Company.
The consolidated financial statements presented by the
Company include the financial results of its Subsidiary
Companies. The Company does not have any Associate
or Joint Venture Companies.

A statement containing the salient features of the
Financial Statement of Subsidiary Companies in the
prescribed format AOC-1 is annexed herewith as
Annexure I to this Report. The statement also provides
the details of the performance and financial position of
the Subsidiary Companies.

13. CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the
Consolidated Financial Statements pursuant to the
requirement of Regulation 33 and Regulation 34 of the
SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as Listing
Regulations) read with other applicable provisions and
prepared in accordance with applicable IND AS, for
Financial Year ended March 31, 2025.

14. CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest
standards of Corporate Governance and adhering to the
Corporate Governance requirements set out by SEBI. The
report on Corporate Governance under Regulation 34 of
the SEBI Listing Regulations read with Schedule V of the
said Regulations, forms an integral part of the Annual
Report. The requisite certificate from the Secretarial
Auditor of the Company confirming compliance with
the conditions of Corporate Governance is attached to
the Report on Corporate Governance as Annexure - VIII
and a certificate for compliance with the conditions of
Corporate Governance under SEBI (LODR) Regulations
2015, has obtained as per Annexure-XI.

15. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 (2) (e) of the Listing
Regulations, 2015 read with other applicable
provisions, the detailed review of the operations,
performance and future outlook of the Company and
its business is given in the Management''s Discussion
and Analysis Report (MD&A) which forms part of
this Annual Report and is incorporated herein by
reference and forms an integral part of this report.
The Management Discussion and Analysis Report is
annexed herewith as Annexure VII.

16. BOARD OF DIRECTORS

A. Appointment/ Re-appointment of Directors

In accordance with the provisions of Section 152 of the
Companies Act 2013 (hereinafter referred to as the "Act")
and the Articles of Association, Mrs. Anuradha M. Gokarn
(DIN: 00185509, Non-exective Director of the Company
retires by rotation at the ensuing Annual General Meeting
and being eligible, has offered herself for re-appointment.
The Board recommends her reappointment.

The Board is of the opinion that the Independent Directors of
the Company possess requisite qualifications, experience,
and expertise and hold the highest standards of integrity.

None of the aforesaid Directors is disqualified under
Section 164(2) of the Companies Act. Further, they are
not debarred from holding the office of the Director
pursuant to an order of SEBI or any other authority as
per Annexure - XII.

B. Changes in Directors and Key Managerial Personnel

There were no changes in the Directors during the year
ended March 31, 2025 except that Mr. Aditya Maruti
Gokarn, hitherto Managing director of Triotonvalves
Climatech Private Limited, resigned this office on
August 08, 2024, and assumed the role of Managing
Director of Tritonvalves Future Tech Private Limited on
October 01, 2024 in conformity with the approval of the
respective Boards.

Key Managerial Personnel (KMP)

In terms of Section 203 of the Act, the following are the
Key Managerial Personnel of the Company:

• Mr. Aditya Maruti Gokarn - Managing Director

• Mr. Appaiah K B - Whole-Time Director

• Mr. Naresh Varadarajan - Chief Financial Officer

mi. diuiiuu unuoaii iviiomic wui 11i ly ocwiciai y

and Compliance Officer

C. Declaration by Independent Directors

In terms of Section 149 (7) of the Companies Act, 2013,
Independent Directors of the Company have submitted
declarations that they meet the criteria of Independence
as provided in Section 149(6) of the Companies Act,
2013 and also Regulation 16(I)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. The Independent Directors have also complied with
the Code for Independent Directors as per Schedule IV of
the Companies Act, 2013. All our Independent Directors
are registered on the Independent Directors Databank.

D. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013, the
Board is required to carry out an annual evaluation of its
own performance and that of its Committees and individual
Directors. The Nomination and Remuneration Committee
(NRC) of the Board also carries out an evaluation of every
Director''s performance. Accordingly, the Board and NRC of
your Company have carried out the performance evaluation
during the year under review. For the annual performance
evaluation of the Board as a whole, its Committee(s), and
individual Directors including the Chairman of the Board, the
Company has formulated a questionnaire to assist in the
evaluation of the performance. Every Director has to fill out
the questionnaire related to the performance of the Board,
its Committees and individual Directors except himself by
rating the performance on each question on a scale of 1 to
5, 1 being Unacceptable and 5 being Exceptionally Good.
On the basis of the response to the questionnaire, a matrix
reflecting the ratings was formulated and placed before the
Board for formal annual evaluation by the Board of its own
performance and that of its Committees and individual
Directors. The Board was satisfied with the evaluation
results.

E. Separate Meeting of Independent Directors

In terms of requirements under Schedule IV of the
Companies Act, 2013 and Regulation 25(3) of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate meeting of the Independent
Directors was held on March 01,2025.

The Independent Directors at the meeting, inter alia,
reviewed the following:-

♦ Performance of Non- Independent Directors and
Board as a whole.

♦ Performance of the Chairman of the Company,
taking into account the views of Executive Directors
and Non-Executive Directors.

♦ Assessed the quality, quantity, and timeliness of
the flow of information between the Company
Management and the Board that is necessary for
the Board to effectively and reasonably perform
their duties.

♦ Effective Management of Corporate Governance.

♦ Overall Company and group performance.

♦ External investors satisfaction.

F. Code of Conduct for Directors and Senior
Management

The Company has formulated a Code of Conduct for
Directors and Senior Management Personnel and has
complied with all the requirements mentioned in the
aforesaid code. For further details, please refer to the
Corporate Governance Report Annexure IX.

G. DISCLOSURES RELATED TO BOARD, COMMITTEES,
AND POLICIES

A. Board Meetings

The Board of Directors met Five (5) times during the
year ended March 31, 2025, in accordance with the
provisions of the Companies Act, 2013 and rules
made thereunder. The details thereof are given in the
Corporate Governance Report.

Pursuant to the requirements of Schedule IV to the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a
separate Meeting of the Independent Directors of the
Company was also held on March 01,2025, without the
presence of Non-Independent Directors and members
of the management, to review the performance of Non¬
Independent Directors and the Board as a whole, the
performance of the Chairman of the Company, taking
into account the views of Executive Directors, Non¬
Executive Non-Independent Directors and also to
assess the quality, quantity, and timeliness of the flow
of information between the Company management and
the Board.

B. Committees of the Board

In accordance with the Companies Act, 2013 and the
Listing requirements, the following five Committees
of the Board continued to discharge their respective
functions and duties:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee (Not Mandatory)

Details of all the Committees along with their charters
composition and Meetings held during the year, are
provided in the "Corporate Governance Report" which
forms part of this Annual Report as Annexure VIII.

C. Board Performance Evaluation

Pursuant to the applicable provisions of the Act anc
the Listing Regulations, the Board has carried oui
an Annual Evaluation of its own performance, the
performance of the Directors, and the working of its
Committees, based on the evaluation criteria defined
by Nomination and Remuneration Committee (NRC
for the performance evaluation process of the Board
its Committees and Directors.

The performance of the Board was evaluated by the
Board after seeking inputs from all the Directors on the
basis of criteria such as the Board composition and
structure, effectiveness of Board processes, information
and functioning, etc.

The performance of the Committees was evaluated by the
Board after seeking inputs from the Committee members
on the basis of criteria such as the composition o
committees, effectiveness of Committee meetings, etc.

The performance assessment of Non-Independen
Directors, the Board as a whole, and the Chairman were
evaluated at a separate meeting of Independent Directors
The same was also discussed in the meetings of NRC
and the Board. Performance evaluation of Independen
Directors was done by the entire Board, excluding the
Independent Director being evaluated.

Evaluation of the performance of all Directors is
undertaken annually. The Company has implemented
a system of evaluating the performance of the Board o
Directors and of its Committees and individual Directors
on the basis of a structured questionnaire that comprises
evaluation criteria, taking into consideration various
performance-related aspects. The Board of Directors has
expressed its satisfaction with the evaluation process.

The Company has laid down criteria and policy or
the evaluation of the performance of the Board, its
Committees, and Independent Directors as per the
Companies Act, 2013 and the same is available on
the Company''s website at https://www.tritonvalves
com/downloads/policy/Policy for evaluation of
performamance of Board.

17. DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls
and compliance systems established and maintained by

the Company, the work performed by the Internal Auditors,
Statutory Auditors, and Secretarial Auditors, including
the Audit of Internal Financial Controls over financial
reporting by the Statutory Auditors and the reviews
performed by Management and the relevant Board
Committees, including the Audit Committee, the Board
is of the opinion that the Company''s internal financial
controls were adequate and effective during Financial
Year 2024-25. A compliance certificate furnished by Chief
executive officer (CEO) and Chief financial officer (CFO)
which forms part of this report as per Annexure X.

Accordingly, pursuant to Sections 134(5) of the Act,
the Board of Directors, to the best of its knowledge and
ability, confirm that:

i. in the preparation of the annual accounts for the
Financial Year ended March 31,2025, the applicable
accounting standards have been followed and there
are no material departures;

ii. they have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company at the end of the Financial Year and
of the profit of the Company for that period;

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

iv. they have prepared the Annual Accounts for the
Financial Year ended March 31, 2025, on a going
concern basis;

v. they have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively;

vi. They had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

18. STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Companies
Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014, Messrs. Deloitte Haskins & Sells LLP
having ICAI Firm Reg. No. 117366W/W-100018 were re¬
appointed as Statutory Auditors of the Company for a
term of 5 years and to hold the office up to the conclusion
of the 51^st Annual General Meeting of the Company to be
held in the year 2027.

19. STATUROY AUDITORS'' REPORT

The report given by Messrs. Deloitte Haskins & Sells LLP,
Chartered Accountants, Statutory Auditors on financial
statements of the Company for FY 2024-25 is part of
the Annual Report. The comments on statements of
accounts referred to in the report of the Auditors are self¬
explanatory. The Auditors'' Report does not contain any
qualification, reservation, or adverse remark.

During the year under review, the Auditors had not reported
any matter under Section 143(12) of the Companies Act,

2013. Therefore, no detail is required to be disclosed
under Section 134 (3) (ca) of the Companies Act, 2013.

>0. COST AUDIT

In terms of the provisions of Section 148 of the
Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014 as amended from time
to time, the Board of Directors, on the recommendation
of the Audit Committee, has appointed Messrs.
Vishwanath Bhat & Associates, (Firm Registration
No. 000475) as Cost Auditor of the Company, for the
financial year ended March 31, 2026, on remuneration
as mentioned in the Notice convening the 49th Annual
General Meeting, for conducting the audit of the cost
records maintained by the Company. A resolution
seeking Members'' approval for remuneration payable
to the Cost Auditor forms part of the Notice of the 49^th
Annual General Meeting of the Company and the same
is recommended for your consideration.

During the year under review, the Cost Auditors had not
reported any matter under provisions of the Companies
Act, 2013

The Company is required to maintain Cost Records
as specified by the Central Government under sub¬
section (1) of Section 148 of the Companies Act, 2013.
Accordingly, the Company has made and maintained
such accounts and records.

21. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,

2014, the Board has appointed Mr. Parameshwar
G Bhat, Practising Company Secretary, to conduct
Secretarial Audit for the financial year ended on
March 31,2024.

The Secretarial Audit Report issued by PCS.
Parameshwar G Bhat in Form MR-3 forms part of this
report as Annexure IV.

Explanations by the Board on the comments of
Secretarial Auditor: NIL, as there were no qualifications
in the audit report.

Apart from the above, the Secretarial Auditor has
suggested a few working-level improvements to
strengthen the compliance under the Companies Act
further. These have been accepted by the Board and
implemented.

The Board of Directors in their meeting dated 14th
August 2025, had appointed Mr. Parameshwar G Bhat,
Practising Company Secretary as Secretarial Auditor
of the Company to hold the office for the term of 5
(Five) consecutive years effective from FY 2025- 26
to FY 2029-30 to conduct the Secretarial Audit of the
Company subject to the approval of the shareholders in
ensuing annual general meeting.

22. PARTICULARS OF LOANS, GUARANTEES, OR
INVESTMENTS

During the year under review, the Company has given
Loans, Guarantees, and Investments in compliance with
the provisions of Section 186 of the Companies Act, 2013,
Details of Loans and Investments are given in Schedules
15 & 19 of the Notes to the Financial Statements.

23. INDUSTRIAL RELATIONS

The industrial relations of the Company have been
cordial.

24. RELATED PARTY TRANSACTIONS

The particulars of contracts or arrangements with related
parties referred to in Section 188(1) of the Companies
Act, 2013, as prescribed in Form AOC - 2 of the rules
prescribed under Chapter IX relating to Accounts of
Companies under the Companies Act, 2013, is appended
in Annexure II to this report.

The Company has formulated a policy on determining the
materiality of related party transactions and the same is
available on the Company''s website at www.tritonvalves.
com.

25. ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION, AND FOREIGN EXCHANGE
EARNING / OUTGO

Information on the conservation of energy, technology
absorption, foreign exchange earnings, and outgo is
required to be given pursuant to Section 134(3) (m) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 is annexed herewith as
Annexure V to this report.

26. RISK MANAGEMENT POLICY

In compliance with the provisions of Regulation 21 of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a Risk Management Committee has
been constituted by the Board. However, provisions of
Regulation 21 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are not applicable to
the Company.

27. SECRETARIAL COMPLIANCE CERTIFICATE

SEBI (LODR) (Amendment) Regulations, 2018 required
the Company to obtain a ‘Secretarial Compliance
Certificate'' in the prescribed format from a practicing
Company Secretary which has been obtained and filed
with the Stock Exchange.

28. VIGIL MECHANISM

The Company has established a Vigil Mechanism,
which includes a Whistle Blower Policy, for its Directors
and Employees, to provide a framework to facilitate
responsible and secure reporting of concerns of unethical
behaviour, actual or suspected fraud, or violation of
the Company''s Code of Conduct & Ethics. The Whistle
Blower Policy is available on the website of the Company
at www.tritonvalves.com.

29. ANNUAL RETURN

As required under Section 92(3) of the Companies Act,
2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014 read with the Companies
(Amendment) Act, 2020, an Annual Return in MGT-7 is
placed in the website of the Company at https://www.
tritonvalves.com/investors/

30. SHARE CAPITAL

The Board provides the following disclosures pertaining
to the Companies (Share Capital and Debentures)
Rules, ?014,

Sl. No.	Particulars	Disclosure
1.	Issue of Equity shares with differential rights	Nil
2.	Issue of Sweat Equity shares	Nil
3.	Issue of employee stock option	Nil
4.	Provision of money by the company for the purchase of its own shares by trustees for the benefit of employees	Nil

The Authorized Share Capital of the Company is
INR 5,00,00,000/- consisting of 50,00,000 Equity
Shares of INR 10/- each and paid up equity share
capital of the Company is INR 1,20,05,270/- consisting
of 12,00,527 equity shares of INR 10/- each as on
March 31, 2025.

During the year company has issued 17,000 Equity
shares at a face value of INR 10/- each on exercise of
conversion of 17,000 share warrants into equity shares
by Share Warrant holders.

31. CAPITAL INVESTMENTS:

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

32. FAILURE TO IMPLEMENT ANY CORPORATE
ACTION:

No such events took place during the year under
consideration.

33. EMPLOYEE RELATIONS

During the year under review, your Company maintained
cordial relationships with employees at all levels.

34. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The prescribed particulars of Employees required
under Section 197 (12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, Details/Disclosures of Ratio of Remuneration
to each Director to the median employee''s
remuneration is annexed herewith as Annexure VII
to this Report.

Further, the statement showing details in respect of
employees of the Company is given in Annexure VI
forming part of the Report.

35. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing
Fees for the financial year 2024-25 to BSE Limited where
the Company''s Shares are listed.

36. INVESTORS'' EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the
Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
("the IEPF Rules"), all unpaid or unclaimed Dividends
are required to be transferred by the Company to the
IEPF, established by the Government of India, after
the completion of seven years. Further, according to
the Rules, the Shares on which the Dividend has not
been paid or claimed by the Shareholders for seven
consecutive years or more shall also be transferred to
the Demat account of the IEPF Authority.

44. CORPORATE INSOLVENCY RESOLUTION
PROCESS INITIATED UNDERTHE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (IBC)

This is not applicable to your Company.

45. REVISION OF FINANCIAL STATEMENT OR
THE REPORT

As per the Secretarial Standards-4, in case the Company
has revised its financial statements or the Report in
respect of any of the three preceding financial years either
voluntarily or pursuant to the order of judicial authority,
the detailed reasons for such revision shall be disclosed
in the Report for that year, as well as in the Report of the
relevant financial year in which such revision is made.

There is no revision of the Financial Statements of the
Company.

46. ACKNOWLEDGEMENTS

The Board of Directors wishes to express its gratitude
and record its sincere appreciation for the commitment

For the year under review, unclaimed dividends amounting
to INR 1,83,885/- were required to be transferred to the
IEPF account; have since been transferred during the
month of December 2024.

37. DISCLOSURE FOR COMPLIANCE WITH
MATERNITY BENEFIT ACT:

There were no such events during the year to disclose
under this Act.

38. NUMBER OF EMPLOYEES AS ON THE
CLOSURE OF FINANCIAL YEAR:

1. Number of - Women : 7

2. Number of - Men : 230

3. Number of -Transgender : 0

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

Your Company has always believed in providing a safe anc
harassment-free workplace for every individual working
on the Company''s premises through various interventions
and practices. The Company always endeavours to create
and provide an environment that is free from discrimination
and harassment including sexual harassment.

Policy on the Prevention of Sexual Harassment in the
Workplace has already been implemented as per the
directives of the Supreme Court. Further, the same policy had
been amended recently in line with the recent amendments
The policy aims at the prevention of harassment of employees
and lays down the guidelines for the identification, reporting
and prevention of undesired behaviour.

As required under law, an Internal Complaints Committee
has been constituted for reporting and conducting
inquiries into the complaints made by the victim on the
harassment at the workplace.

The details pertaining to Sexual Harassment of Womer
at Workplace (Prevention, Prohibition & Redressal) Act
2013 for the year 2024-25, is as mentioned below:

Sl. No.	Particulars	Details
i.	Number of complaints received in a year	Nil
ii.	Number of complaints disposed of in a year	Nil
iii.	Number of cases pending for more than 90 days	Nil
iv.	Nature of action taken by the employee	Nil

40. DEI AILS OF ADEQUACY OF IN IERNAL
FINANCIAL CONTROLS

The Company is well-equipped with adequate internal
financial controls. The Company has a continuous
monitoring mechanism that enables the Organization
to maintain the same standard of the control systems
and in managing any default on a timely basis because
of the strong reporting mechanisms followed by the
Company.

During the year under review, no material or serious
observation has been received from the Internal Auditors
of the Company for inefficiency or inadequacy of such
controls.

An independent firm of reputed Chartered Accountants
being Internal Auditors, monitor and evaluate the
efficacy of Internal Financial Control systems in the
Company, its compliance with the operating system,
accounting procedures & policies at all the locations
of the Company. Based on their report of the Internal
Audit function, corrective actions in the respective
areas are undertaken & controls are strengthened.
Significant audit observations and corrective actions
suggested are presented to the Audit Committee.

41. CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated CSR Policy pursuant
to the provisions of Section 135 of the Companies
Act, 2013.The Company has constituted a Corporate
Social Responsibility (CSR) Committee comprising
the following Members:

Mr. Shrihari Udupa - Chairman

Mr. S.K.Welling - Member

Mrs. Anuradha M. Gokarn - Member

Company has made a CSR expenditure, demonstrating
its commitment to social responsibility are attached as
Annexure-III to this report.

42. COMPLIANCE WITH THE APPLICABLE
SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards
issued by the Institute of Company Secretaries of India
on Board Meetings and Annual General Meetings.

43. REPORTING OF FRAUD

The Auditors of the Company have not reported
any fraud as specified under Section 143(12) of the
Companies Act, 2013. Further, no case of Fraud has
been reported to the Management from any other
sources.

and dedicated efforts put in by all the employees. Your
Directors take this opportunity to express their grateful
appreciation for the encouragement, cooperation,
and support received by the Company from the local
authorities, bankers, customers, suppliers, and business
associates. The Directors are thankful to the esteemed
shareholders for their continued support and the
confidence reposed in the Company and its management.

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

S.K. Welling

Chairman
DIN:00050943

Place: Bengaluru
Date: 13/08/2025

Regd. Office:
Triton Valves Limited
Sunrise Chambers, 22, Ulsoor Road,
Bengaluru - 560 042
CIN: L25119KA1975PLC002867

---

Mar 31, 2024

Your Directors take pleasure in presenting the 48^th Annual Report on the business and operations of your Company, including the summary of standalone and consolidated financial statements for the year ended March 31,2024. The financial highlights of the Company for FY 2023-24 is furnished below:

1. PERFORMANCE HIGHLIGHTS

INR lakhs	FY 2023-24		FY 2022-23		Movement
All expenses/ losses in red font	Consolidated	Standalone	Consolidated	Standalone	Consolidated	Standalone
Total Income	42,898.59	35,163.20	36,303.94	32,948.30	6,594.65	2,214.90
Revenue from Operations	42,831.59	34,326.27	36,249.05	32,310.33	6,582.54	2,015.94
Other Income	67.00	836.93	54.89	637.97	12.11	198.96
Operating Expenses	(39,761.22)	(32,590.74)	(34,821.04)	(31,691.47)	(4,940.18)	(899.27)
EBITDA	3,137.37	2,572.46	1,482.90	1,256.83	1,654.47	1,315.63
Finance costs	(1,289.87)	(776.05)	(1,170.95)	(677.50)	(118.92)	(98.55)
Depreciation and Amortisation Expenses	(1,323.18)	(857.90)	(1,264.94)	(910.03)	(58.24)	52.13
PBT	524.32	938.51	(952.99)	(330.70)	1,477.31	1,269.21
Net income tax expense	(242.98)	(246.69)	87.03	98.53	(330.01)	(345.22)
PAT	281.34	691.82	(865.96)	(232.17)	1,147.30	923.99
Other Comprehensive income (expense), net of income tax impact	(64.53)	(64.72)	11.62	8.28	(76.15)	(73.00)
Total Comprehensive Income	216.81	627.10	(854.34)	(223.89)	1,071.15	850.99

2. OVERVIEW OF THE FINANCIAL PERFORMANCE

The financial performance highlights for the year ended March 31, 2024, is as follows:

Revenue from operation from the Group level increased by 15.3% to INR 428 crores and the growth of INR 65 crores was contributed by the external sales of the standalone by INR 20 crores and INR 45 crores by subsidiary company. EBITDA at the group level climbed by INR 16 crores to end at INR 31 crores; while at the standalone level, the Company contributed INR 13 crores. Increase in the balance INR 3 crores were contributed by the subsidiaries. The company Profit Before Tax (PBT) was INR 4.4 crores at the Group Level and INR 8.8 crores at Entity level. The members may note that their Company at a group level

reported its maiden profit by reversing the trend; this was made possible by improving flow through profitability of the existing business and the profit generated by the incremental revenue.

Viewed from the Group level, the three operating Companies, viz. Triton Valves Limited (TVL), Tritonvalves Future Tech Private Limited (TVFT) and Tritonvalves Climatech Private Limited (TVCT) are strongly poised for reaching INR 500 crores of Revenue target set by your Board. In TVL, the management will be pursuing a new product and export markets for growth and higher profitability and in the case of TVFT, the management will be pursuing revenue growth by adding new customer and by introducing new alloys to its product portfolios. In the case of TVCT, the management is focussing on increasing

sales to existing Customers and fast tracking - tracking new accounts. From the ensuing year, you will also see the management working on group level synergies in this space of manufacturing, NPD, cross-selling and the tailwind benefit out of recent fundraising.

3. DIVIDEND

Your Board continues to view dividend payment as one of the key deliverables to its Shareholders. Based on the financial performance of the Company during the year FY 2023-2024 and the available cash flow, your Board recommends dividend of INR 10 on the Equity Shares on the existing 10,40,027 Equity Shares and a proportional dividend of '' 0.11 which was newly created on March 28, 2024, totalling to INR 1,04,16,055 which will be appropriate from the profit for the year.

4. CREDIT RATING

For the consolidated loan of INR 115 crores, the following ratings were assigned:

Long-Term Rating	CRISIL BBB/ (Stable)
Short-Term Rating	CRISIL A3 Positive

On the basis of the business performance during the year and improved leverage ratio, your Company expects this rating to improve when it shares the key financial with CRISIL.

5. AMOUNT, IF ANY, PROPOSED TO BE TRANSFERRED TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

6. PROSPECTS FOR THE FINANCIAL YEAR 2024-25

Your Company''s prospects are closely linked to the performance of the automobile and tyre industries, which are expected to show improved performance in the upcoming year. With this positive outlook, we are well-positioned to seize opportunities and meet the growing demand. By aligning our strategies with industry trends and prioritizing innovation and customer satisfaction, we are confident in our ability to navigate the market dynamics and achieve success in the year ahead.

7. MATERIAL CHANGES AND COMMITMENTS

During the year Company has filed Amalgamation application before National Company Law Tribuna (NCLT), Bangalore, seeking amalgamation of its fully owned subsidiary Tritonvalves Climatech Private Limited with the Company. Your Company expects to improve its cost and customer focus due to the proposed amalgamation.

8. SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS

No significant material orders have been passed during the year under review by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in the future.

9. CHANGE IN THE NATURE OF BUSINESS,

IF ANY

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

10. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

The Company has raised funds amounting to '' 29.19 crores through preferential issue and allotted the shares on 28.03.2024 and subsequently the Company has obtained listing and trading approvals dated May 06, 2024 and May 14, 2024 respectively.

11. DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

12. SUBSIDIARIES/ASSOCIATES/

JOINT VENTURES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, the Statement of Profit & Loss and other documents of the Subsidiary Companies are not being attached to the Balance Sheet of the Company. The consolidated financial statements presented by the Company include the financial results of its Subsidiary Companies. The Company does not have any Associate or Joint Venture Companies.

INR lakhs		FY 2023-24			FY 2022-23			Movement
All expenses/ losses in red font	TritonValves	TritonValves	Triton	TritonValves TritonValves		Triton	TritonValves TritonValves		Triton
	Future Tech	Climatech	Valves	Future Tech	Climatech	Valves	Future Tech	Climatech	Valves
	Private	Private	HongKong	Private	Private	HongKong	Private	Private	HongKong
	Limited	Limited	Limited	Limited	Limited	Limited	Limited	Limited	Limited
	INR lakhs	INR lakhs	USD	INR lakhs	INR lakhs	USD	INR lakhs	INR lakhs	USD
Total Income	28,766.93	1,973.93	10,000.00	24,499.78	1,687.99	4,675,310	4,267.15	285.94	(4,665,310)
Revenue from Operations	28,755.76	1,704.36		24,488.69	1,678.60	4,675,309	4,267.07	25.76	(4,675,309)
Other Income	11.17	269.57	10,000.00	11.09	9.39	1	0.08	260.18	9,999
Operating Expenses	(27,548.51)	(1,873.82)	4,907.00	(23,406.77)	(2,078.07)	(4,579,865)	(4,141.74)	204.25	4,584,772
EBITDA	1,218.42	100.11	14,907.00	1,093.01	(390.08)	95,445	125.41	490.19	(80,538)
Finance costs	(590.52)	(417.58)	(6,807.00)	(537.41)	(253.36)	(93,634)	(53.11)	(164.22)	86,827
Depreciation and Amortisation Expenses	(394.22)	(310.65)		(432.13)	(171.72)		37.91	(138.93)
PBT	233.68	(628.12)	8,100.00	123.47	(815.16)	1,811	110.21	187.04	6,289
Net income tax expense	(39.88)	44.10	(607.00)	(15.39)	3.21	1,135	(24.49)	40.89	(1,742)
PAT	193.80	(584.02)	7,493.00	108.08	(811.95)	2,946	85.72	227.93	4,547
Other Comprehensive income (expense), net of income tax impact	(0.74)						(0.74)
Total Comprehensive Income	193.06	(584.02)	7,493.00	108.08	(811.95)	2,946	84.98	227.93	4,547

A statement containing the salient features of the Financial Statement of Subsidiary Companies in the prescribed format AOC-1 is annexed herewith as Annexure-I to this Report. The statement also provides the details of the performance and financial position of the Subsidiary Companies.

13. CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the requirement of Regulation 33 & Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) read with other applicable provisions and prepared in accordance with applicable IND AS, for Financial Year ended March 31, 2024.

14. CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance under Regulation 34 of the SEBI Listing Regulations read with Schedule V of the said Regulations, forms an integral part of the Annual Report. The requisite certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance as Annexure-IX.

15. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 (2) (e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and future

outlook of the Company and its business is given in the Management''s Discussion and Analysis Report (MD&A) which forms part of this Annual Report and is incorporated herein by reference and forms an integral part of this report. The Management Discussion and Analysis Report is annexed herewith as Annexure-VIII.

16. BOARD OF DIRECTORS

A. Appointment/ Re-appointment of Directors

In accordance with the provisions of Section 152 of the Act and the Articles of Association, Mr. Koothanda Bheemaiah Appaiah (DIN: 10053407), Whole-time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. The Board recommends his reappointment.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, and expertise and hold the highest standards of integrity.

None of the aforesaid Directors is disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of the Director pursuant to an order of SEBI or any other authority.

B. Changes in Directors and Key Managerial Personnel

Mr. Appaiah K B was appointed as an Additional & Wholetime Director on the Board of Directors of the Company w.e.f March 6, 2023. His appointment was regularized through Postal Ballot dated June 07, 2023.

Key Managerial Personnel (KMP)

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company:

• Mr. Aditya Maruti Gokarn - Managing Director

• Mr. Appaiah K B - Whole - Time Director

• Mr. Naresh Varadarajan - Chief Financial Officer

• Mr. Bibhuti Bhusan Mishra - Company Secretary and Compliance Officer ( W.e.f. February 13, 2024)

• Mr. Vishwa Hegde - Company Secretary and Compliance Officer (Till December 29, 2023)

C. Declaration by Independent Directors

In terms of Section 149 (7) of the Companies Act, 2013, Independent Directors of the Company have submitted declarations that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and also Regulation 16(I)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Companies Act, 2013. All our Independent Directors are registered on the Independent Directors Databank.

D. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board is required to carry out an annual evaluation of its own performance and that of its Committees and individual Directors. The Nomination and Remuneration Committee (NRC) of the Board also carries out an evaluation of every Director''s performance. Accordingly, the Board and NRC of your Company have carried out the performance evaluation during the year under review. For the annual performance evaluation of the Board as a whole, its Committee(s), and individual Directors including the Chairman of the Board, the Company has formulated a questionnaire to assist in the evaluation of the performance. Every Director has to fill out the questionnaire related to the performance of the Board, its Committees and individual Directors except himself by rating the performance on each question on a scale of 1 to 5, 1 being Unacceptable and 5 being Exceptionally Good. On the basis of the response to the questionnaire, a matrix reflecting the ratings was formulated and placed before the Board for formal annual evaluation by the Board of its own performance and that of its Committees and individual Directors. The Board was satisfied with the evaluation results.

E. Separate Meeting of Independent Directors

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on March 30, 2024.

The Independent Directors at the meeting, inter alia, reviewed the following:-

• Performance of Non- Independent Directors and Board as a whole

• Performance of the Chairman of the Company, taking into account the views of Executive Directors and NonExecutive Directors

• Assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties

F. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, laid down a Nomination & Remuneration Policy for the selection and appointment of the Directors, Key Managerial Personnel, and Senior Management, and their remuneration. The extract of the Nomination and Remuneration Policy covering the salient features is provided in the Corporate Governance Report forming part of the Board''s Report. The Nomination & Remuneration Policy of the Company is available on the website of the Company and the web link is https://www. tritonvalves.com/investors/.

G. Code of Conduct for Directors and Senior Management

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel and has complied with all the requirements mentioned in the aforesaid code. For further details, please refer to the Corporate Governance Report.

H. DISCLOSURES RELATED TO BOARD, COMMITTEES, AND POLICIES

A. Board Meetings

The Board of Directors met Six (6) times during the year ended March 31, 2024, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The details thereof are given in the Corporate Governance Report.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Meeting of the Independent Directors of the Company was also held on March 30, 2024, without the presence of Non-Independent Directors and members

of the management, to review the performance of NonIndependent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Directors, Non-Executive Non-Independent Directors and also to assess the quality, quantity, and timeliness of the flow of information between the Company management and the Board.

B. Committees of the Board

In accordance with the Companies Act, 2013 and the Listing requirements, the following five Committees of the Board continued to discharge their respective functions and duties:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee (Not Mandatory)

Details of all the Committees along with their charters, composition and Meetings held during the year, are provided in the "Corporate Governance Report" which forms part of this Annual Report as Annexure-IX.

C. Board Performance Evaluation

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, the performance of the Directors, and the working of its Committees, based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for the performance evaluation process of the Board, its Committees and Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The performance assessment of Non-Independent Directors, the Board as a whole, and the Chairman were evaluated at a separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Evaluation of the performance of all Directors is undertaken annually. The Company has implemented a system of evaluating the performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire that comprises evaluation criteria, taking into consideration various performance-related aspects. The Board of Directors has expressed its satisfaction with the evaluation process.

The Company has laid down criteria and policy on the evaluation of the performance of the Board, its Committees, and Independent Directors as per the Companies Act, 2013 and the same is available on the Company''s website at https://www.tritonvalves.com/downloads/policy/ Policy for evaluation of performamance of Board.

D. Remuneration Policy

The Policy has been laid down by the Nomination and Remuneration Committee for determining the remuneration of Directors, KMP, and other employees, and the criteria formulated by the Committee for determining qualifications, and positive attributes of Independent Directors and the same is available on the Company''s website at www.tritonvalves.com.

E. Dividend Distribution Policy

The Board has, on the recommendation of the Audit Committee, laid down a Divined Distribution Policy. The extract of the Dividend Distribution Policy covering the salient features is provided in the Corporate Governance Report forming part of the Board''s Report. The Dividend Distribution Policy of the Company is available on the website of the Company and the web link is https://www. tritonvalves.com/investors/ and annexed herewith as Annexure-VI.

F. Related Party Transaction Policy.

The Board has, on the recommendation of the Audit Committee, reviewed the Related Party Transaction Policy. The extract of the Related Party Transaction Policy covering the salient features is available on the website of the Company and the web link is https://www.tritonvalves. com/investors/.

G. Risk Management Committee Policy

The Board has, on the recommendation of the Audit Committee, reviewed the Risk Management Committee Policy. The extract of the Risk Management Committee Policy covering the salient features is available on the website of the Company and the web link is https://www. tritonvalves.com/investors/.

17. DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors, and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during Financial Year 2023-24.

Accordingly, pursuant to Sections 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. in the preparation of the annual accounts for the Financial Year ended March 31,2024, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

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

iv. they have prepared the Annual Accounts for the Financial Year ended March 31, 2024, on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

18. STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, Messrs. Deloitte Haskins & Sells LLP having ICAI Firm Reg. No. 117366W/W-100018 were

re-appointed as Statutory Auditors of the Company for a term of 5 years and to hold the office up to the conclusion of the 51^st Annual General Meeting of the Company to be held in the year 2027.

19. AUDITORS'' REPORT

The report given by Messrs. Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors on financial statements of the Company for FY 2023-24 is part of the Annual Report. The comments on statements of accounts referred to in the report of the Auditors are selfexplanatory. The Auditors'' Report does not contain any qualification, reservation, or adverse remark.

During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act,

2013. Therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Companies Act, 2013.

20. COST AUDIT

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of the Audit Committee, has appointed Messrs. Rao, Murthy and Associates, Cost Accountants, (Firm Registration No. 000065) as Cost Auditor of the Company, for the financial year ended March 31,2025, on remuneration as mentioned in the Notice convening the 48^th Annual General Meeting, for conducting the audit of the cost records maintained by the Company. A resolution seeking Members'' approval for remuneration payable to the Cost Auditor forms part of the Notice of the 48^th Annual General Meeting of the Company and the same is recommended for your consideration.

During the year under review, the Cost Auditors had not reported any matter under provisions of the Companies Act, 2013

The Company is required to maintain Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013. Accordingly, the Company has made and maintained such accounts and records.

21. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Board has appointed Mr. Parameshwar G Bhat, Practising Company Secretary, to conduct Secretarial Audit for the financial year ended March 31, 2024.

The Secretarial Audit Report issued by Mr. Parameshwar G Bhat in Form MR-3 forms part of this report as Annexure-IV.

Explanations by the Board on the comments of Secretarial Auditor:

Sl. No.	Qualifications made by the Secretarial Auditor	Explanations by the Board
a.	The Company should	Company have
	take steps to implement	already initiated the
	the Structural Digital	process to identify &
	Database (SDD) internally	finalise the vendors
	under the provisions of	to obtain Structural
	SEBI (PIT) Regulations,	Digital Database
	2015	(SDD)

Apart from the above, the Secretarial Auditor has suggested a few working-level improvements to strengthen the compliance under the Companies Act further. These have been accepted by the Board and implemented.

The Board of Directors has appointed Mr. Parameshwar G Bhat, Practising Company Secretary to conduct the Secretarial Audit for FY 2024-25.

22. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

During the year under review, the Company has given Loans, Guarantees, and Investments in compliance with the provisions of Section 186 of the Companies Act, 2013, Details of the same are given in Schedules 15 & 19 of the Notes to the Financial Statements.

23. INDUSTRIAL RELATIONS

The industrial relations of the Company have been cordial.

24. RELATED PARTY TRANSACTIONS

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended in Annexure-II to this report.

The Company has formulated a policy on determining the materiality of related party transactions and the same is available on the Company''s website at www.tritonvalves.com.

25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING / OUTGO

Information on the conservation of energy, technology absorption, foreign exchange earnings, and outgo is required to be given pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-V to this report.

26. RISK MANAGEMENT POLICY

In compliance with the provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Risk Management Committee has been constituted by the Board. However, provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

Risk Assessment is done by the Senior Management team and documented in the Risk Register. Action is taken based on the possible impact of the identified risk.

27. SECRETARIAL COMPLIANCE CERTIFICATE

SEBI (LODR) (Amendment) Regulations, 2018 required the Company to obtain a ''Secretarial Compliance Certificate'' in the prescribed format from a practicing Company Secretary which has been obtained and filed with the Stock Exchange.

28. VIGIL MECHANISM

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud, or violation of the Company''s Code of Conduct & Ethics. The Whistle Blower Policy is available on the website of the Company at www.tritonvalves.com.

29. ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 read with the Companies (Amendment) Act, 2020, an Annual Return in MGT-7 is placed in the website of the Company athttps://www. tritonvalves.com/investors/.

30. SHARE CAPITAL

The Board provides the following disclosures pertaining to the Companies (Share Capital and Debentures) Rules, 2014.

Sl. No.	Particulars	Disclosure
1.	Issue of Equity shares with differential rights	Nil
2.	Issue of Sweat Equity shares	Nil
3.	Issue of employee stock option	Nil
4.	Provision of money by the company for the purchase of its own shares by trustees for the benefit of employees	Nil

The Authorized Share Capital of the Company is '' 5,00,00,000/- consisting of 50,00,000 Equity Shares of '' 10/- each and paid up equity share capital of the Company is '' 1,18,35,270/- consisting of 11,83,527 equity shares of '' 10/- each as on March 31, 2024.

During the year company has issued 143500 Equity shares at face value of '' 10/- each and 97,000 convertible Share Warrants at face value of INR 10/- each to identified investors on preferential issue basis.

31. CAPITAL INVESTMENTS

Capital Investments during the financial year 2023-24 were at '' 2.66 crores (Net of capital work-in-progress and capital advances).

32. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

No such events took place during the year under consideration.

33. EMPLOYEE RELATIONS

During the year under review, your Company maintained cordial relationships with employees at all levels.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of Employees required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Details/Disclosures of Ratio of Remuneration to each Director to the median employee''s remuneration is annexed herewith as Annexure-VII to this Report.

Further, the statement showing details in respect of employees of the Company is given in Annexure-VII forming part of the Report.

35. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the financial year 2023-24 to BSE Limited where the Company''s Shares are listed.

36. INVESTORS'' EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed Dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the Shares on which the Dividend has not been paid or claimed by the Shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.

For the year under review, unclaimed dividends amounting to '' 150748/- were required to be transferred to the IEPF account; have since been transferred during the month of May 2024.

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

Your Company has always believed in providing a safe and harassment-free workplace for every individual working on the Company''s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Policy on the Prevention of Sexual Harassment in the Workplace has already been implemented as per the directives of the Supreme Court. Further, the same policy had been amended recently in line with the recent amendments. The policy aims at the prevention of harassment of employees and lays down the guidelines for the identification, reporting, and prevention of undesired behaviour.

As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiries into the complaints made by the victim on the harassment at the workplace.

During the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

38. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company is well-equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism that enables the Organization to maintain the same standard of the control systems and in managing any default on a timely basis because of the strong reporting mechanisms followed by the Company.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

An independent firm of reputed Chartered Accountants being Internal Auditors, monitor and evaluate the efficacy of Internal Financial Control systems in the Company, its compliance with the operating system, accounting procedures & policies at all the locations of the Company. Based on their report of the Internal Audit function, corrective actions in the respective areas are undertaken & controls are strengthened. Significant audit observations and corrective actions suggested are presented to the Audit Committee.

39. CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated CSR Policy pursuant to the provisions of Section 135 of the Companies Act, 2013.The Company has constituted a Corporate Social Responsibility (CSR) Committee comprising the following Members:

Mr. Shrihari Udupa - Chairman

Mr. S.K.Welling - Member

Mrs. Anuradha M. Gokarn - Member

Owing to loss reported while during the Company in FY 2022-23 and in the absence of any brought forward of committed unspent amount into the year, there is no mandated expenditure on CSR. However Company has made a notable voluntary CSR expenditure, demonstrating its commitment to social responsibility beyond the minimum regulatory requirements. The details of expenditure are attached as Annexure-III to this report.

40. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

41. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Further, no case of Fraud has been reported to the Management from any other sources.

42. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE,

2016 (IBC)

This is not applicable to your Company.

43. REVISION OF FINANCIAL STATEMENT OR THE REPORT

As per the Secretarial Standards-4, in case the Company has revised its financial statements or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of judicial authority, the detailed reasons for such revision shall be disclosed in the Report for that year, as well as in the Report of the relevant financial year in which such revision is made.

There is no revision of the Financial Statements of the Company.

44. ACKNOWLEDGEMENTS

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation, and support received by the Company from the local authorities, bankers, customers, suppliers, and business associates. The Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

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

S.K. Welling

Chairman DIN:00050943

Place: Bengaluru Date: August 09, 2024

Regd. Office: Triton Valves Limited Sunrise Chambers, 22, Ulsoor Road, Bengaluru - 560 042 CIN:L25119KA1975PLC002867

---

Mar 31, 2023

The Directors take pleasure in presenting the 47th Annual Report on the business and operations of your Company, including the summary of standalone and consolidated financial statements for the year ended March 31, 2023. The financial highlights of the Company for FY 2022-23 are furnished below:

1. PERFORMANCE HIGHLIGHTS

(Rs. in Lakhs)
Particulars	For the FY 2022-23		For the FY 2021-22
	Consolidated	Standalone	Consolidated	Standalone
Total Income	36,303.94	32,948.30	32,268.89	29,950.47
Revenue from Operations	36,249.05	32,310.33	32,201.43	29,479.04
Other Income	54.89	637.97	67.46	471.43
Operating expenses	34,821.04	31,691.47	30,359.71	28,065.29
Earnings before interest tax and depreciation & amortisation ("EBITDA")	1,482.90	1,256.83	1,909.18	1,885.18
Finance costs	1,170.95	677.50	817.41	579.11
Depreciation and Amortisation expenses	1,264.94	910.03	1,326.53	992.34
Profit before tax ("PBT")	(952.99)	(330.70)	(234.76)	313.73
Net tax expense	(87.03)	(98.53)	59.18	109.38
Profit after tax ("PAT")	(865.96)	(232.17)	(293.94)	204.35
Other Comprehensive Income, net of tax impact	11.62	8.28	(16.58)	(18.35)
Total Comprehensive Income	(854.34)	(223.89)	(310.52)	186.00

2. OVERVIEW OF THE FINANCIAL PERFORMANCE

The financial performance highlights for the year ended March 31, 2023, are as follows:

On a standalone basis, Triton Valves Limited recorded a total income of INR 329.48 crores, compared to INR 299.50 crores in the previous year. However, the company incurred a standalone loss of INR 2.32 crores for the year under review, contrasting with a profit of INR 2.04 crores in the previous financial year.

On a consolidated basis, the company achieved a total income of INR 363.04 crores, up from INR 322.69 crores in the previous year. Unfortunately, the consolidated loss after tax for the year under review amounted to INR 9.53 crores, compared to a loss of INR 2.35 crores in the previous financial year.

Triton Valves Limited experienced losses due to fluctuations in commodity prices and foreign exchange impact, which significantly impacted its performance in the third and fourth quarters. On the other hand, Tritonvalves Future Tech managed to achieve its maiden profit despite the challenges posed by commodity and foreign exchange fluctuations. This success can be attributed to increased sales, the acquisition of new customers, and the utilization of new alloys. The company effectively controlled its fixed costs.

However, TritonValves Climatech, being a start-up primarily focused on customer acquisition and incurring fixed costs related to volume, faced another year of losses, in addition to the challenges posed by commodity and foreign exchange impacts.

3. DIVIDEND

In view of the financial results above, your Board regrets its inability to recommend any Divided.

4. CREDIT RATING

The Company''s financial discipline and prudence are reflected in solid credit rating ascribed by CRISIL as under:

Long-Term Rating	CRISIL BBB /Negative (Reaffirmed)
Short-Term Rating	CRISIL A2 (Reaffirmed)

5. AMOUNT, IF ANY, PROPOSED TO BE TRANSFERRED TO RESERVES

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

6. PROSPECTS FOR THE FINANCIAL YEAR 2023-24

Your Company''s prospects are closely linked to the performance of the automobile and tyre industries, which are expected to show improved performance in the upcoming year. With this positive outlook, we are well-positioned to seize opportunities and meet the growing demand. By aligning our strategies with industry trends and prioritizing innovation and customer satisfaction, we are confident in our ability to navigate the market dynamics and achieve success in the year ahead.

7. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the company which has occurred between the end of the financial year to which the financial statements relate and the date of this Report.

8. SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS

No significant material orders have been passed during the year under review by the regulators or courts or tribunals impacting the going concern status and Company''s operations in the future.

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

10. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no material changes after March 31, 2023, till the signing of this Report.

11. DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

12. SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, the Statement of Profit & Loss and other documents of the Subsidiary Companies are not being attached to the Balance Sheet of the Company. The consolidated financial statements presented by the Company include the financial results of its Subsidiary Companies. The Company does not have any Associate or Joint Venture Companies.

SUBSIDIARIES
	Triton Valves Hong Kong Limited (Amt. in USD)		TritonValves Future Tech Private Limited (Amt. in INR Lakhs)		TritonValves Climatech Private Limited (Amt. in INR Lakhs)
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Total Income	4675310.23	140,44,612.27	24499.78	15263.61	16,87.99	659.57
Total Expenditure	4673499.09	140,06,364.48	24376.31	15506.18	2,503.15	969.27
Depreciation, Amortization Expenses	-	-	432.13	281.29	171.72	111.98
Profit/Loss Before Tax	1811.14	38,247.79	123.47	(242.57)	(815.16)	(309.70)
Tax expense	(1134.58)	(3,881.24)	15.39	(26.81)	(3.21)	(19.22)
Profit/Loss After Tax	2945.72	42,129.03	108.08	(215.76)	(811.95)	(290.49)
Other Comprehensive Income (Net of Taxes)	-	-	-	-	-	-
Total Comprehensive Income	2945.72	42,129.03	108.08	(215.76)	(811.95)	(290.49)

A statement containing the salient features of the Financial Statement of Subsidiary Companies in the prescribed format AOC-1 is annexed herewith as Annexure I to this Report. The statement also provides the details of the performance and financial position of the Subsidiary Companies.

13. CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the requirement of Regulation 33 & Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) read with other applicable provisions and prepared in accordance with applicable IND AS, for Financial Year ended March 31, 2023.

14. CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance under Regulation 34 of the SEBI Listing Regulations read with Schedule V of the said Regulations, forms an integral part of the Annual Report. The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

15. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 (2) (e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given

in the Management''s Discussion and Analysis Report (MD&A) which forms part of this Annual Report and is incorporated herein by reference and forms an integral part of this report. The Management Discussion and Analysis Report is annexed herewith as Annexure VIII.

16. BOARD OF DIRECTORS

A. Appointment/ Re-appointment of Directors

In accordance with the provisions of Section 152 of the Act and the Articles of Association, Mr. Aditya M. Gokarn (DIN: 00185458), Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his reappointment.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, and expertise and hold the highest standards of integrity.

None of the aforesaid Directors is disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of the Director pursuant to an order of SEBI or any other authority.

B. Changes in Directors and Key Managerial Personnel

During the year under review, Mr. Appaiha K B was appointed as an Additional & Whole-time Director on the Board of Directors of the Company w.e.f March 6, 2023. His appointment is subject to the approval of the Shareholders through Postal Ballot vide Notice dated 2nd May 2023.

Resignation of 2 Directors

During the year under Report, Mr. Tamant Jain resigned due to personal reasons, Dr. B R Pai ceased to be the Director after the completion of his tenure.

Key Managerial Personnel (KMP)

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company:

• Mr. Aditya Maruti Gokarn - Managing Director

• Mr. Naresh Varadarajan - Chief Financial Officer

• Ms. Swathishree K R - Company Secretary(till 13th March,2023)

• Mr. Vishwa Hegde- Company Secretary and Compliance Officer( w.e.f 31st May 2023)

• During the year under review, Ms. Swathishree K R -Company Secretary resigned with effect from March 13, 2023.

C. Declaration by Independent Directors

In terms of Section 149 (7) of the Companies Act, 2013, Independent Directors of the Company have submitted declarations that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and also Regulation 16(I)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Companies Act, 2013. All our Independent Directors are registered on the Independent Directors Databank.

D. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board is required to carry out an annual evaluation of its own performance and that of its Committees and individual Directors. The Nomination and Remuneration Committee (NRC) of the Board also carries out an evaluation of every Director''s performance. Accordingly, the Board and NRC of your Company have carried out the performance evaluation during the year under review. For the annual performance evaluation of the Board as a whole, its Committee(s), and individual Directors including the Chairman of the Board, the Company has formulated a questionnaire to assist in the evaluation of the performance. Every Director has to fill out the questionnaire related to the performance of the Board, its Committees, and individual Directors except himself by rating the performance on each question on a scale

of 1 to 5, 1 being Unacceptable and 5 being Exceptionally Good. On the basis of the response to the questionnaire, a matrix reflecting the ratings was formulated and placed before the Board for formal annual evaluation by the Board of its own performance and that of its Committees and individual Directors. The Board was satisfied with the evaluation results.

E. Separate Meeting of Independent Directors

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on March 11, 2023.

The Independent Directors at the meeting, inter alia, reviewed the following:-

• Performance of Non- Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

• Assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

F. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, laid down a Nomination & Remuneration Policy for the selection and appointment of the Directors, Key Managerial Personnel, and Senior Management, and their remuneration. The extract of the Nomination and Remuneration Policy covering the salient features is provided in the Corporate Governance Report forming part of the Board''s Report. The Nomination & Remuneration Policy of the Company is available on the website of the Company and the web link is https://www. tritonvalves.com/investors/.

G. Code of Conduct for Directors and Senior Management

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel and has complied with all the requirements mentioned in the aforesaid code. For further details, please refer to the Corporate Governance Report.

H. DISCLOSURES RELATED TO BOARD, COMMITTEES, AND POLICIES

A. Board Meetings

The Board of Directors met Six (6) times during the year ended March 31,2023, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The details thereof are given in the Corporate Governance Report.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Meeting of the Independent Directors of the Company was also held on March 11,2023, without the presence of Non-Independent Directors and members of the management, to review the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Directors, Non-Executive Non-Independent Directors and also to assess the quality, quantity, and timeliness of the flow of information between the Company management and the Board.

B. Committees of the Board

In accordance with the Companies Act, 2013 and the Listing requirements, the following five Committees of the Board continued to discharge their respective functions and duties:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee (Not Mandatory)

Details of all the Committees along with their charters, composition, and Meetings held during the year, are provided in the "Corporate Governance Report" which forms part of this Annual Report as Annexure IX.

C. Board Performance Evaluation

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, the performance of the Directors, and the working of its Committees, based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for the performance evaluation process of the Board, its Committees and Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The performance assessment of Non-Independent Directors, the Board as a whole, and the Chairman were evaluated at a separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Evaluation of the performance of all Directors is undertaken annually. The Company has implemented a system of evaluating the performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire that comprises evaluation criteria, taking into consideration various performance-related aspects. The Board of Directors has expressed its satisfaction with the evaluation process.

The Company has laid down criteria and policy on the evaluation of the performance of the Board, its Committees, and Independent Directors as per the Companies Act, 2013 and the same is available on the Company''s website at https://www.tritonvalves. com/downloads/policy/Policy_for_evaluation_of_ performamance_of_Board.

D. Remuneration Policy

The Policy has been laid down by the Nomination and Remuneration Committee for determining the remuneration of Directors, KMP, and other employees, and the criteria formulated by the Committee for determining qualifications, and positive attributes of Independent Directors is appended as Annexure V to this Report and the same is available on the Company''s website at www.tritonvalves.com.

17. DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors, and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the

reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during Financial Year 2022-23.

Accordingly, pursuant to Sections 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. in the preparation of the annual accounts for the Financial Year that ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

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

iv. they have prepared the Annual Accounts for the Financial Year ended March 31, 2023, on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Deloitte Haskins & Sells LLP having ICAI Firm Reg. No. 117366W/W-100018 were re-appointed as Statutory Auditors of the Company for a term of 5 years and to hold the office up to the conclusion of the 51st Annual General Meeting of the Company to be held in the year 2027.

19. AUDITORS'' REPORT

The report given by Messrs. Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors on financial statements of the Company for FY 2022-23 is part of the Annual Report. The comments on statements of accounts referred to in the report of the Auditors are selfexplanatory. The Auditors'' Report does not contain any qualification, reservation, or adverse remark.

During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act,

2013. Therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Companies Act, 2013.

20. COST AUDIT

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of the Audit Committee, has appointed Messrs. Rao, Murthy and Associates, Cost Accountants, (Firm Registration No. 000065) as Cost Auditor of the Company, for the financial year ended March 31, 2023, on remuneration as mentioned in the Notice convening the 47th Annual General Meeting, for conducting the audit of the cost records maintained by the Company. A resolution seeking Members'' approval for remuneration payable to the Cost Auditor forms part of the Notice of the 47th Annual General Meeting of the Company and the same is recommended for your consideration.

The cost Audit Report for the year March 31, 2023, was filed with the Registrar of Companies, within the prescribed time limit.

The Company is required to maintain Cost Records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013. Accordingly, the Company has made and maintained such accounts and records.

21. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Board has appointed Mr. Parameshwar G Bhat, Practising Company Secretary, to conduct Secretarial Audit for the financial year ended on March 31, 2022.

The Secretarial Audit Report issued by Mr.Parameshwar G Bhat, Company Secretary in Form MR-3 forms part of this report as Annexure IV.

Apart from the above the secretarial auditor has suggested a few working-level improvements to strengthen the compliance under the Companies Act further. These have been accepted by the Board and implemented.

The Board of Directors has appointed Mr. Parameshwar G Bhat, Practising Company Secretary to conduct the Secretarial Audit for FY 2022-23.

22. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

During the year under review, the Company has given the Loans, Guarantees, and Investments in compliance with the provisions of Section 186 of the Companies Act, 2013, Details of the same are given in Schedules 15 & 19 of the Notes to the Financial Statements.

23. INDUSTRIAL RELATIONS

The industrial relations of the Company have been cordial.

24. RELATED PARTY TRANSACTIONS

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended in Annexure II to this report.

The Company has formulated a policy on determining the materiality of related party transactions and the same is available on the Company''s website at www. tritonvalves.com.

25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING / OUTGO

Information on the conservation of energy, technology absorption, foreign exchange earnings, and outgo is required to be given pursuant to Section 134(3) (m) of the

Explanations by the Board on the comments of Secretarial Auditors:

Sl. No.	Qualifications made by the Secretarial Auditor	Explanations by Board	the
a.	Company has only 5	The listed entity	will
	Directors from 12th	pay the fine and	will
	July 2022 to 6th March	take necessary action
	2023	to comply with provisions.	the

Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure VI to this report.

26. RISK MANAGEMENT POLICY

In compliance with the provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Risk Management Committee has been constituted by the Board. However, provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

Risk Assessment is done by the Senior Management team and documented in the Risk Register. Action is taken based on the possible impact of the identified risk.

27. SECRETARIAL COMPLIANCE CERTIFICATE

SEBI (LODR) (Amendment) Regulations, 2018 required the Company to obtain a ''Secretarial Compliance Certificate'' in the prescribed format from a practicing Company Secretary which has been obtained and filed with the Stock Exchange.

28. VIGIL MECHANISM

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud, or violation of the Company''s Code of Conduct & Ethics. The Whistle Blower Policy is available on the website of the Company at www.tritonvalves.com.

29. ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 read with the Companies (Amendment) Act, 2020, an Annual Return in MGT-7 is placed in the website of the Company at https://www. tritonvalves.com/investors/

30. SHARE CAPITAL

The Board provides the following disclosures pertaining to the Companies (Share Capital and Debentures) Rules, 2014.

Sl. No.	Particulars	Disclosure
1.	Issue of Equity shares with differential rights	Nil
2.	Issue of Sweat Equity shares	Nil
3.	Issue of employee stock option	Nil
4.	Provision of money by the company for the purchase of its own shares by trustees for the benefit of employees	Nil

The Authorized Share Capital of the Company is Rs. 5,00,00,000/- consisting of 50,00,000 Equity Shares of Rs.10/- each and paid up equity share capital of the Company is Rs. 1,04,00,270/- consisting of 10,40,027 equity shares of Rs. 10/- each as on March 31, 2023.

31. CAPITAL INVESTMENTS:

Capital Investments during the financial year 2022-23 were at Rs. 3.99 Crores (Net of capital work-in-progress and capital advances).

32. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

No such events took place during the year under consideration.

33. EMPLOYEE RELATIONS

During the year under review, your Company maintained cordial relationships with employees at all levels.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of Employees required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Details/Disclosures of Ratio of Remuneration to each Director to the median employee''s remuneration is annexed herewith as Annexure VII to this Report.

Further, the statement showing details in respect of employees of the Company is given in Annexure VII forming part of the Report.

35. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the financial year 2022-23 to BSE Limited where the Company''s Shares are listed.

36. INVESTORS'' EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed Dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the Shares on which the Dividend has not been paid or claimed by the Shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.

During the year under review, unclaimed dividends amounting to Rs. 150748/- required to be transferred to the IEPF account.

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

Your Company has always believed in providing a safe and harassment-free workplace for every individual working on the Company''s premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Policy on the Prevention of Sexual Harassment in the Workplace has already been implemented as per the directives of the Supreme Court. Further, the same policy had been amended recently in line with the recent amendments. The policy aims at the prevention of harassment of employees and lays down the guidelines for the identification, reporting, and prevention of undesired behavior.

As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiries into the complaints made by the victim on the harassment at the workplace.

During the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

38. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company is well-equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism that enables the Organization to

maintain the same standard of the control systems and in managing any default on a timely basis because of the strong reporting mechanisms followed by the Company.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Internal Auditors comprising professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control systems in the Company, its compliance with the operating system, accounting procedures & policies at all the locations of the Company. Based on their report of the Internal Audit function, corrective actions in the respective areas are undertaken & controls are strengthened. Significant audit observations and corrective actions suggested are presented to the Audit Committee.

39. CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated CSR Policy pursuant to the provisions of Section 135 of the Companies Act, 2013. The Company has constituted a Corporate Social Responsibility (CSR) Committee comprising the following Members:

Mr. Shrihari Udupa - Chairman

Mr. S.K.Welling - Member

Mrs. Anuradha M. Gokarn - Member

The details of Expenditures on CSR activities are attached as Annexure III to this Report.

40. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

41. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Further, no case of Fraud has been reported to the Management from any other sources.

42. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE,2016 (IBC)

This is not applicable to your Company.

43. REVISION OF FINANCIAL STATEMENT OR THE REPORT

As per the Secretarial Standards-4 in case the Company has revised its financial statements or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of judicial authority, the detailed reasons for such revision shall be disclosed in the Report for that year, as well as in the Report of the relevant financial year in which such revision is made.

There is no revision of the Financial Statements of the Company.

44. ACKNOWLEDGEMENTS

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation, and support received by the Company from the local authorities, bankers, customers, suppliers, and business associates. The Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

---

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting the 42^nd Annual Report along with the audited financial statements for the financial year ended March 31, 2018.

1. Performance Highlight

Rs. in lakhs

	2017-18	2016-17
Income
Revenue from operations	22,649.81	20,714.79
Other income	190.80	218.62
Total income	22,840.61	20,933.41
Total expenses	21,958.75	19,849.20
Profit Before tax	881.86	1,084.21
Tax expense	228.15	216.06
Profit for the year	653.72	868.15
Total other comprehensive income	10.72	(25.20)
Total comprehensive income for the	664.43	842.95
year
Earnings / (Loss) per share (Basic /
Diluted) (Rs. (Face Value of Rs.10/- each)	66.03	87.69

2. Business Operations

Your Company''s net revenue from operations increased by 9.34% to Rs.22,649.81 lakhs from Rs.20,714.79 lakhs in the previous year. Profit before tax decreased to Rs.881.86 lakhs from the previous year''s level of Rs.1,084.21 lakhs representing an decrease of 18.66%. The profit after tax was Rs.664.43 lakhs, over the PAT of Rs.842.95 lakhs in the previous year.

3. Dividend

Based on the Company''s performance, your Directors are pleased to recommend a dividend of Rs.15/- per Equity Share (150%) of ''10/- each for the Financial Year ended March 31, 2018.

4. Reserves

The Reserves of the Company increased by 7.49% to Rs.6,968.89 lakhs as against Rs.6,483.07 lakhs in the previous year. The Board of Directors does not propose to transfer any part of the Profits to reserves during the current year.

5. Prospects for the Financial Year 2018-19

Your Company''s prospects are directly linked to those of the automobile and tyre industries. The automobile and tyre industry are expected to put up an improved performance compared to the previous year. Hence, your Company has a positive outlook for the year ahead.

6. Change in the nature of business

During the year under review, there has not been any change in the nature of business.

7. Deposits

Your Company has not accepted deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

8. Subsidiaries/Associates/Joint Ventures

The Company does not have any subsidiaries/associates or joint ventures.

9. Corporate Governance and Management Discussion and Analysis Report

The Corporate Governance Report and Management Discussion and Analysis Report as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

The requisite Certificate from the Auditors, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.

10. Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013, Mrs. Anuradha M. Gokarn (DIN:00185509) retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Mr. Prashanth Nayak (DIN 03371824) was appointed by the Board as an Independent Director (Additional Director) of the Company with effect from May 4, 2018 and his appointment will be subject to approval of the Shareholders and the same has been included as one of the agenda in the Notice convening the Annual General Meeting.

Your Board recommends the above appointments.

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. Auditors

Messrs Deloitte Haskins & Sells LLP having ICAI Firm Reg. No. 117366W/W-100018 are the Statutory Auditors of the Company for the Financial year ended March 31, 2018 and their appointment will continue until the conclusion of the 46^th Annual General Meeting to be held in the year 2022. Their appointment as the Statutory Auditors will be ratified at the ensuing Annual General Meeting pursuant to the provisions of Section 139 of the Companies Act, 2013, and Rules made thereunder. The Audit Report does not contain any qualification, reservation or adverse remark.

12. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder, the Company has appointed Mr. Parameshwar G Bhat, Practising Company Secretary as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure I and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

13. Cost Audit

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company had appointed Messrs Rao, Murthy and Associates, Cost Accountants, (Firm Registration No. 000065) to audit the cost accounts of the Company for the financial year 2017-18 on a remuneration of''1,00,000. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Shareholders''s ratification for the remuneration payable to Messrs Rao, Murthy and Associates, Cost Accountants is included at Item No. 8 of the Notice convening the Annual General Meeting.

14. Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

15. Board Meetings

The Board of Directors met four (4) times on May 9, 2017, August 31, 2017, October 25, 2017 and January 31, 2018. The maximum interval between any two meetings did not exceed 120 days. The Agenda of the meetings were circulated to the Directors in advance, minutes of meetings of the Board of Directors were circulated amongst the Directors for their perusal.

16. Committees of the Board

In accordance with the Companies Act, 2013 and the Listing requirements, following five Committees of the Board continued to discharge their respective functions and duties:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee (Not Mandatory)

Details of all the Committees along with their charters, composition and Meetings held during the year, are provided in the "Corporate Governance Report" which forms part of this Annual Report.

17. Board Evaluation

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The Board of Directors has expressed its satisfaction with the evaluation process.

The Company has laid down criteria and policy on evaluation of the performance of the Board, its Committees and Independent Directors as per the Companies Act, 2013 and same is available on the Company''s website at www.tritonvalves.com.

18. Remuneration Policy

The Policy has been laid down by the Nomination and Remuneration Committee for determining the remuneration of Directors, KMP and other employees and the criteria formulated by the Committee for determining qualifications, positive attributes of Independent Directors is appended as Annexure II to this Report and the same is available on the Company''s website at www.tritonvalves.com.

19. Particulars of Loans, Guarantees or Investments

During the year under review, the Company has not given any loans or provided any guarantees or made any investments.

20. Related Party Transactions

Contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and at arm''s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Thus a disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required.

The Company has formulated a policy on determining materiality of related party transactions and the same is available on the Company''s website at www.tritonvalves. com.

21. Conservation of Energy, Technology Absorption, Exports and Foreign Earnings & Outgo

The Information required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013 is set out in the Annexure III to the Board''s Report.

22. Significant & material orders passed by the Regulators

The Company has not received any significant/material orders from the Statutory Regulatory bodies/Courts/ Tribunals which affects the operations/status of the Company.

23. Risk Management Policy

The Risk Management Committee has been constituted defining role and responsibilities of the Committee and same is available on the Company''s website at www. tritonvalves. com

24. Vigil Mechanism

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics. The Whistle Blower Policy is available on the website of the Company at www.tritonvalves.com.

25. Extract of Annual Return

The extract of the Annual return in Form MGT-9 is annexed herewith as Annexure IV to the Board''s Report.

26. Material changes and commitments

There are no changes or commitments made, affecting the financial position of the between the end of the financial year as on March 31, 2018 and the date ofthis Report.

27. Employee Relations

During the year under review, your Company maintained cordial relationship with employees at all levels.

28. Particulars of Employees

The table exhibiting the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure V to the Board''s Report.

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company''s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Policy on Prevention of Sexual Harassment at Workplace has already been implemented as per the directives of the Supreme Court. Further, the same policy had been amended recently in line with the recent amendments. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Committee was formed including an external member to oversee the effective implementation.

No complaints were received during the year ended March 31, 2018.

30. Details of adequacy of internal financial controls

The Company is well equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enables the Organisation to maintain the same standard of the control systems and in managing any default on timely basis because of strong reporting mechanisms followed by the Company.

31. Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility Committee and has formulated a policy of CSR and same is available on Company''s website at www. tritonvalves.com. The Annual report on the CSR activities is appended as Annexure VI to the Board''s Report.

32. Recognition of R&D Centre

The Company had applied for recognition for its in- house R&D Center during the previous year with the Department of Scientific and Industrial Research (DSIR). The Directors are proud to inform the Shareholders that the recognition has been obtained with effect from April 1, 2016 and is valid up to March 31, 2019.

33. Appreciation

Your Directors thank the customers, the vendors and others acquaintance for their continued support to your Company''s growth.

Your Directors place on record their appreciation for the support given by HDFC Bank, DBS Bank, Kotak Mahindra Bank, Yes Bank, SVC Co-operative Bank and Indus Ind Bank for meeting the long term and working capital needs of the Company.

The Board is grateful to the State Government for their continued support to the Company''s activities.

Your Directors are thankful to the esteemed Shareholders for their support and encouragement. They also wish to place on record their appreciation for the contribution made by employees at all levels.

For and on behalf of the Board of Directors

Place: Bengaluru S.K.Welling

Date: May 4,2018 Chairman

DIN:00050943

Regd. Office:

Triton Valves Limited

Sunrise Chambers, 22, Ulsoor Road

Bengaluru - 560 042

CIN:L25119KA1975PLC002867

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Mar 31, 2017

Dear Shareholders,

The Directors have pleasure in presenting the 41^st Annual Report along with the audited financial statements for the financial year ended March 31,2017.

1. Performance Highlight

(Rs. in lakhs)

Income	2016 - 17	2015 - 16
Revenue from operations	18,687.74	16,543.72
Other income	204.14	15.35
Total income	18,891.88	16,559.07
Expenses
Operating expenditure	16,373.45	14,411.99
Earnings before interest,
Depreciation and tax	2,518.43	2,147.09
Depreciation and amortization
expense	991.13	773.74
Finance costs	494.88	496.32
Profit/ (Loss) before tax	1,032.42	877.02
Tax expense	203.98	179.83
Net Profit / (Loss) after tax	828.45	697.19
Earnings / (Loss) per share (Basic	83.68	70.42
/ Diluted) (Rs.) (Face Value of Rs.10/-
each)

2. Business Operations

Your Company''s net revenue from operations increased by 12.95% to Rs.18,687.74 lakhs from Rs.16,543.72 lakhs in the previous year. Profit before tax increased to Rs.1,032.42 lakhs from the previous year''s level of Rs.877.02 lakhs representing an increase of 17.72%. The profit after tax was Rs.828.45 lakhs, registering a growth of 18.82% over the PAT of Rs.697.19 in the previous year.

3. Dividend

Based on the Company''s performance, your Directors are pleased to recommend a dividend of Rs.15/- per Equity Share (150 %) of Rs.10/- each for the Financial Year ended March 31, 2017.

4. Reserves

The Reserves of the Company increased by 14.76% to Rs.6,440.34 lakhs as against Rs.5,611.89 lakhs in the previous year. In view of higher available disposable profits, an amount ofRs.300 lakhs has been transferred to General Reserve during the current year.

5. Prospects for the Financial Year 2017-18

Your Company''s prospects are directly linked to those of the automobile and tyre industries. The automobile and tyre industries are expected to put up an improved performance compared to the previous year. Analysts and Industry watchers expect the automobile industry to grow by 10% and the tyre and tube industry to grow by 7-8%. Hence, your Company has a positive outlook for the year ahead.

6. Change in the nature of business

During the year under review, there has not been any change in the nature of business.

7. Deposits

Your Company has not accepted deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. Subsidiaries/Associates/Joint Ventures

The Company does not have any subsidiaries/associates or joint ventures.

9. Corporate Governance and Management Discussion and Analysis Report

The Corporate Governance Report and Management Discussion and Analysis Report as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

The requisite certificate from the Auditors, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.

10. Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013, Mrs. Anuradha M. Gokarn (DIN:00185509) retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Dr. B R Pai (DIN 00184753), Independent Director of the Company completed his first term as an Independent Director and as per the provisions of Section 152, he shall be eligible for re- appointment on passing of the Special Resolution.

Mr. Tamhant Jain (DIN: 02787785) was appointed by the Board as an Independent Director (Additional Director) of the Company with effect from February 3, 2017 and his appointment will be subject to approval of the Shareholders.

Your Board recommends both the above appointments.

Mr. V Sridhar retired as the Chief Financial Officer of the Company with effect from close of business hours on September 30, 2016.

Mr. Srikanth Shenoy was appointed as Chief Financial Officer of the Company w.e.f. October 21,2016 pursuant to Section 203 of the Companies Act, 2013.

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

H. Auditors

Messrs Brahmayya and Co., Chartered Accountants having ICAI Firm Reg. No. 000515S, have expressed their inability to continue as Statutory Auditors of the Company w.e.f the ensuing Annual General Meeting.

The Board of Director places on record its appreciation to the services rendered by Messrs Brahmayya and Co. as the Statutory Auditors of the Company .

Based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 9,2017, proposed to appoint Messrs Deloitte, Haskins & Sells LLP having ICAI Firm Reg. No. 117366W/W-100018 as Statutory Auditors of the Company for a period of 5 years from the conclusion of the 41^st Annual General Meeting till the conclusion of the fifth Annual General Meeting thereafter, subject to the approval of the members of the Company at the ensuing Annual General Meeting. The Audit Report does not contain any qualification, reservation or adverse remark.

12. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made there under, the Company has appointed Mr. Parameshwara G Bhat, Practicing Company Secretary as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure I and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

13. Cost Audit

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company had appointed Messrs Rao, Murthy and Associates, Cost Accountants, (Firm Registration No. 000065) to audit the cost accounts of the Company for the financial year 2016-17 on a remuneration of Rs.1,00,000/. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Shareholders’ ratification for the remuneration payable to Messrs Rao, Murthy and Associates, Cost Accountants is included at Item No. 10 of the Notice convening the Annual General Meeting.

14. Directors'' responsibility statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit ofthe Company for that period;

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

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

15. Board meetings

The Board of Directors met five (5) times on April 11, 2016, May 20, 2016, July 29, 2016, October 21, 2016 and February 3, 2017. The maximum interval between any two meetings did not exceed 120 days. The Agenda of the meetings were circulated to the Directors in advance, minutes of meetings of Board of Directors were circulated amongst the Directors for their perusal.

16. Committees of the Board

In accordance with the Companies Act, 2013 and the Listing requirements, following five Committees of the Board continued to discharge their respective functions and duties:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Corporate Governance Report" as part of this Annual Report.

17. Board Evaluation

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The Board of Directors has expressed its satisfaction with the evaluation process.

The Company has laid down criteria and policy on evaluation of the performance of the Board, its Committees and Independent Directors as per the Companies Act, 2013 and same is available in the Company''s website: www.tritonvalves.com

18. Remuneration Policy

The Policy had been laid down by the Nomination and Remuneration Committee for remuneration of Directors, KMP and other employees and the criteria formulated by the Committee for determining qualifications, positive attributes of Independent Directors is appended as Annexure II to this Report and the same is available in the Company''s website: www.tritonvalves.com.

19. Particulars of Loans, Guarantees or Investments

During the year under review, the Company has not given any loans or provided any guarantees or made any investments.

20. Related Party Transactions

Contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and at arm''s length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Company has formulated a policy on related party transactions and same is available in the Company''s website: www.tritonvalves.com. The Particulars of contracts/arrangement made with related parties as required under clause (h) of Sub-section (3) of Section 134 of the Companies Act 2013 and Rule (8)(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is provided in Annexure III to the Board''s Report.

21. Conservation of Energy, Technology Absorption, Exports and Foreign Earnings & Outgo

The Information required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013 is set out in the Annexure IV to the Board''s Report.

22. Significant & material orders passed by the Regulators

The Company has not received any significant/material orders from the Statutory Regulatory bodies/Courts/ Tribunals which affects the operations/status of the Company.

23. Risk Management Policy

The Risk Management Committee has been constituted defining role and responsibilities of the Committee and same is available in Company''s website: www. tritonvalves.com

24. Vigil Mechanism

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics. The Whistle Blower Policy is posted on the website of the Company www.tritonvalves.com.

25. Extract of Annual Return

The extract of the Annual return in Form MGT-9 is annexed herewith as Annexure V to the Board''s Report.

26. Material changes and commitments

There are no changes or commitments made, affecting the financial position of the Company during the financial year ended March 31, 2017 and also till the date of this report.

27. Employee Relations

During the year under review, your Company enjoyed cordial relationship with employees at all levels.

28. Particulars of Employees

The table exhibiting the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure VI to the Board''s Report.

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Triton Valves Limited''s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Policy on Prevention of Sexual Harassment at Workplace had already been implemented as per the directives of Supreme Court. Further, the same policy had been amended recently in line with the recent amendments. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Committee was formed including an outside member to oversee the effective implementation.

No complaints were received during the year ended March 31, 2017.

30. Details of adequacy of internal financial controls

The Company is well equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enables the Organization to maintain the same standard of the control systems and in managing any default on timely basis because of strong reporting mechanisms followed by the Company.

31. Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility Committee and has formulated a policy of CSR and same is available in Company''s website www. tritonvalves.com. The Annual report on the CSR activities is appended as Annexure VII to the Board''s Report.

32. Recognition of R & D Centre

The Company had applied for recognition for its inhouse R&D Center during the previous year with the Department of Scientific and Industrial Research (DSIR). The Directors are proud to inform the Shareholders that the recognition has been obtained with effect from April 1, 2016 and is valid up to March 31, 2019.

33. Appreciation

Your Directors thank the customers, the vendors and others acquaintance for their continued support to your Company''s growth.

Your Directors place on record their appreciation for the support given by HDFC Bank, DBS Bank, Kotak Mahindra Bank and Yes Bank for meeting the long term and working capital needs ofthe Company.

The Board is grateful to the State Government for their continued support to the Company''s activities.

Your Directors are thankful to the esteemed Shareholders for their support and encouragement. They also wish to place on record their appreciation for the contribution made by employees at all levels.

For and on behalf of the Board of Directors

Place: Bengaluru S.K.Welling

Date:May9,2017 Chairman

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Mar 31, 2016

The Directors have pleasure in presenting the Fortieth Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2016.

1. Financial Results

During the year under review, the Company achieved the following financial results:

	2015 - 2016 (Rs. Lakhs)	2014 - 2015 (Rs. Lakhs)
Total Income	16,559.08	16,983.19
Profit Before Tax	877.03	978.47
Provision for Taxation	179.83	237.75
Profit After Tax	697.19	740.71
Add: (a) Balance Brought Forward	648.28	351.84
Profit available for appropriation	1,345.47	1,092.55
Appropriations
Proposed Dividend on equity shares	118.80	118.80
Tax on Dividend	23.51	25.47
General Reserve	300.00	300.00
Balance Carried Forward	903.16	648.28
	1,345.47	1,092.55

2. Business Operations

Your Company’s sales revenue net of excise duty and discount decreased by 2.3% to Rs. 165.44 crores from Rs. 169.50 crores in the previous year. Profit Before Tax decreased to Rs. 877.12 lakhs from the previous year’s level of Rs. 978.47 lakhs representing a decrease of 10%. Profit After Tax decreased by 5.87% over the previous year to Rs. 697.19 lakhs. The decrease in sales turnover and profit was on account of a decrease in selling prices in line with reductions in raw material costs. Volume sales actually grew up by 3% during the year.

3. Dividend

Your Directors are pleased to recommend a dividend of Rs.12/- per Equity Share (120 %) of Rs10/- each for the Financial Year ended March 31, 2016.

4. Reserves

The Reserves of the Company increased by 10.97% to Rs. 56.12 crores against Rs. 50.57 crores in the previous year. In view of higher available disposable profit, as amount of Rs. 3 crores has been transferred to General Reserve during the current year.

5. Prospects for the Financial Year 2016-17

Your Company’s prospects are directly linked to those of the automobile and tyre industries. Both these industries are expected to grow during the year ahead. Analysts and industry watchers expect the automobile industry to grow by 5-7% and the tyre industry by 5% during the year ahead. Hence your Company has a positive outlook for the year ahead.

6. Change in the nature of business

During the year under review, there has not been any change in the nature of business.

7. Deposits

Your Company has not accepted deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. Subsidiaries

The Company does not have any subsidiary company.

9. Corporate Governance and Management Discussion and Analysis Report

Pursuant to listing agreement with Stock Exchanges, a separate report on Corporate Governance and Management Discussion and Analysis together with a certificate from the Company’s Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

10. Changes in the Board of Directors and Key Managerial Personnel

Mrs. Anuradha M. Gokarn (DIN:00185509) retires by rotation at the Annual General Meeting and being eligible, has offered herself for re-appointment.

Mr. S K Welling (DIN 00050943), Independent Director and Chairman of the Company is proposed to be appointed as Independent Director pursuant to the applicable provisions of the Companies Act, 2013.

Ms. Apoorva G was appointed as Company Secretary (CS) of the Company w.e.f July 15, 2015 pursuant to Section 203 of the Companies Act, 2013.

11. Auditors

Messrs Brahmayya & Co., Chartered Accountants, Bengaluru, were appointed as Statutory Auditors of the Company by the shareholders at the AGM held on August 14, 2014. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of Messrs Brahmayya & Co., Chartered Accountants as Auditors of the Company is placed for ratification by the shareholders at the ensuing Annual General Meeting. The Company has received a certificate from the auditors to the effect that their appointment will be in accordance with the provisions of Section 141 of the Companies Act, 2013.

12. Secretarial Audit

The Board of Directors of the Company had appointed Messrs S Kedarnath & Associates, Practicing Company Secretaries to conduct the Secretarial Audit pursuant to the provisions of Section 204 of the aforesaid Act for the financial year ended March 31, 2016. The Secretarial Audit Report forms part of the Annual Report as Annexure I of the Board’s Report.

13. Cost Audit

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company were required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Messrs Rao, Murthy and Associates, Cost Accountants, (Firm Registration No. 000065) to audit the cost accounts of the Company for the financial year 2015-16 on a remuneration of Rs. 1,00,000/. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member’s ratification for the remuneration payable to Messrs Rao, Murthy and Associates, Cost Accountants is included at Item No. 9 of the Notice convening the Annual General Meeting.

14. Directors’ responsibility statement

As per Section 134(3)(c) of the Companies Act, 2013 the Board of Directors makes the following statement:

(a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) That the Directors had 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 or Loss of the Company for that period.

(c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the Directors had prepared the annual accounts on a going concern basis;

(e) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. Board meetings

The Board of Directors met 4 (Four) times during the financial year i.e., on May 22, 2015, July 20, 2015, October 27, 2015 and January 29, 2016. The maximum interval between any two meetings did not exceed 120 days.

16. Committees of the Board

In accordance with the Companies Act, 2013 and the Listing requirements, following five Committees of the Board continued to discharge their respective functions and duties:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Corporate Governance Report” as part of this Annual Report.

17. Declaration by an Independent Director

The Company has received declarations from all Independent Director under Section 149(7) of the Companies Act, 2013 complied according to the provisions of Section 149(6) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6) of the said Act.

18. Annual Evaluation of performance of the Board, its Committees and Individual Directors:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance and the Directors individually.

The Company has laid down criteria and policy on evaluation of the performance of the Board, its Committees and Independent Directors as per the Companies Act, 2013 and same is available in the Company’s website. www.tritonvalves.com

19. Remuneration Policy

The Policy had been laid down by the Nomination and Remuneration Committee for remuneration of Directors, KMP and other employees and the criteria formulated by the Committee for determining qualifications, positive attributes of Independent Directors is appended as Annexure II to this Report and the same is available in the Company’s website: www.tritonvalves.com.

20. Particulars of Loans, Guarantees or Investments

During the year of review, the Company has not given any loans or provided any guarantees or made any investments during the financial year.

21. Related Party Transactions

The Company has formulated a policy on related party transactions and same is available in the Company’s web site. www.tritonvalves.com. The Particulars of contracts/ arrangement made with related parties as required under clause (h) of Sub-section (3) of Section 134 of the Companies Act 2013 and Rule (8)(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is provided in Annexure III to the Board’s Report.

22. Conservation of Energy, Technology Absorption, Exports and Foreign Earnings & Outgo

The Information required to be furnished pursuant to Section 134(3)(m) of the Companies Act 2013 is set out in the Annexure IV to the Board’s Report.

23. Significant & material orders passed by the Regulators

The Company has not received any significant/material orders from the Statutory Regulatory bodies/ Courts/Tribunals which effect the operations/status of the Company.

24. Risk Management Policy

The Risk Management Committee has been constituted defining role and responsibilities of the Committee and same is available in Company’s web site. www.tritonvalves.com

25. Vigil Mechanism:

The Company has established a Whistle Blower Policy for Directors and employees to report concern of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct and same displayed in the Company’s website; www.tritonvalves.com.

26. Extract of Annual Return

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 forms part of this Annual Report in Annexure V of the Board’s Report.

27. Material changes and commitments

There are no changes or commitments made, affecting the financial position of the Company during the financial year ended March 31, 2016 and also till the date of this report. The depreciation on the assets of the Company has been re-cast in line with Companies Act, 2013 and to that extent affecting results of the Company.

28. Employee Relations

During the year under review, your Company enjoyed cordial relationship with employees at all levels.

29. Particulars of Employees

The table exhibiting the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure VI to the Board’s Report.

30. Disclosure under the sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Triton Valves Limited’s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Policy on Prevention of Sexual Harassment at Workplace had already been implemented as per the directives of Supreme Court. Further, the same policy had been amended recently in line with the recent amendments. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Committee had been formed including the outside member to oversee the effective implementation.

No complaints were received during the year ended March 31, 2016.

31. Details of adequacy of internal financial controls

The Company is well equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enables the organization to maintain the same standard of the control systems and in managing any default on timely basis because of strong reporting mechanisms followed by the Company.

32. Corporate Social Responsibility:

The Company has constituted a Corporate Social Responsibility Committee and has formulated a policy of CSR and same is available in Company’s website www.tritonvalves.com. The Annual report on our CSR activities is appended as Annexure VII to the Board’s Report.

33. Recognition of R & D Centre

The Company had applied for recognition for its in-house R&D Center during the previous year with the Department of Scientific and Industrial Research (DSIR). The Directors are proud to inform the Shareholders that the recognition had been obtained with effect from April 1, 2016 and is valid up to March 31, 2019.

34. Appreciation

Your Directors thank the customers and vendors for their continued support to your Company’s growth. Your Directors place on record their appreciation of the support given by HDFC Bank, DBS Bank, Kotak Mahindra Bank and Yes Bank for meeting the long term and working capital needs of the Company.

The Board is are grateful to the State Government for their continued support to the Company’s activities.

Your Directors are thankful to the esteemed Shareholders for their support and encouragement. They also wish to place on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors

S.K.Welling

Chairman

Place: Bengaluru

Date: May 20, 2016

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Thirty-eighth Annual Report together with the Audited Accounts for the year ended 31st March 2014.

1. Financial Results

During the year under review, the Company achieved the following financial results:

31.03.2014 31.03.2013 (Rs. Lakhs) (Rs. Lakhs)

Total Income 16067.43 14502.29

Profit Before Tax 390.72 341.53

Provision for Taxation 100.01 119.52

Profit After Tax 290.71 222.01

Add: (a) Balance Brought Forward 453.18 511.71

Profit available for appropriation 743.89 733.72

Appropriations

Proposed Dividend on equity shares 79.20 69.30

Tax on Dividend 12.85 11.24

General Reserve 300.00 200.00

Balance Carried Forward 351.84 453.18

743.89 733.72

2. Dividend

Your Directors are pleased to recommend a dividend of Rs 8/- per Equity Share (80 %) for the Financial Year ended 31st March 2014.

3. Performance

The Company''s sales turnover net of excise duty and discount increased by 11% to Rs.160.60 crore against Rs. 144.47 crore in the previous year. Operating Profit Margin improved on account of the effective cost control measures implemented during the year. Profit Before Tax increased to Rs.391 lakhs from the previous year''s level of Rs.342 lakhs representing an increase of 14.43 %. Profit After Tax increased by 30% over the previous year to Rs. 290.71 lakhs.

4. Prospects for the Financial Year 2014-15

Your Company expects to perform well in the year ahead. The automotive industry is expected to show some improvement in the second half of the Financial Year. The stable new government at the center is expected to take many steps to revive the economy to a better level of growth. The opening of new customer accounts, increasing market share in key market segments and increasing product offerings to customers is also expected to improve the prospects for the year ahead.

5. Board of Directors

Dr.B.R.Pai retires by rotation at the Annual General Meeting and being eligible has offered himself for re- appointment.

6. Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate report on Corporate Governance and Management Discussion and Analysis together with a certificate from the Company''s Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

7. Particulars of Employees

In terms of the provisions of Section 217(2a) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the annexure to the Directors'' Report. However, having regard to the provisions of section 219(1)(b)(4) of the Companies act 1956, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and other entitled thereto. Any Member interested in obtaining a copy of such particulars may write to the Company Secretary at the Registered Office of the Company.

8. Auditors

The Statutory Auditors of the Company, M/s Brahmayya & Co., Bangalore, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment.

9. Cost Audit

Cost Audit under Section 233B of the Companies Act 1956 is applicable to your Company for the Financial Year 2013-14. The due date for filing the cost audit report with the Ministry of Corporate Affairs is 30th September 2014. The Company has appointed Rao, Murthy & Associates as the Cost Auditors for the year ended 31st March 2014. The report shall be filed by the Company before the due date.

10. Employee Relations

Employee relations continued to be cordial during the year.

11. Conservation of Energy, Technology Absorption, Exports and Foreign Earnings & Outgo

Information required to be furnished pursuant to Section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules 1988 is set out in the Annexure to this report.

12. Listing with Stock Exchanges

As per the requirement of Clause 49 of the Listing Agreement with Stock Exchanges, the Company hereby declares that the listing of its shares continued throughout the year with the Stock Exchange Mumbai, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001 and that the Company has paid the listing fees up to date.

13. Directors'' Responsibility Statement as required under Section 217(2AA) of the Companies'' Act 1956

Your Directors, on the basis of information made available to them by the Management and the Auditors wish to place on record:

(i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.

(ii) That the Directors 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 or Loss of the Company for that period.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Annual Accounts have been prepared on a going concern basis

14. Secretarial Compliance Certificate

The Compliance Certificate obtained from a Company Secretary in whole time practice in accordance with Section 383(A) of the Companies Act 1956 and the rules made thereunder is annexed to this report.

15. Recognition of R & D Centre

The Company had applied for recognition for its in-house R&D Center during the year with the Department of Scientific and Industrial Research (DSIR). We wish to inform our shareholders that the recognition had been obtained with effect from 28th January 2014 and is valid up to 31 st March 2016.

16. Appreciation

Your Directors thank the customers and vendors for their continued support to your Company''s growth. Your Directors place on record their appreciation of the support given by HDFC Bank, Standard Chartered Bank, Citibank, Kotak Mahindra Bank and ICICI Bank for meeting the long term and working capital needs of the Company.

Your Directors are grateful to the State Government for their continued support to the Company''s activities.

Your Directors are thankful to the esteemed shareholders for their support and encouragement. They also wish to place on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors

Bangalore S.K.Welling

30th May 2014 Chairman

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Mar 31, 2013

The Directors have pleasure in presenting the Thirtyseventh Annual Report together with the Audited Accounts for the year ended 31st March 2013.

1. Financial Results

During the year under review, the Company achieved the following financial results :

31.03.2013 31.03.2012 (Rs. Lakhs) (Rs. Lakhs)

Total Income 14502.29 14425.22

Profit Before Tax 341.53 308.76

Provision for Taxation 119.52 101.48

Profit After Tax 222.01 207.28

Add: (a) Balance Brought Forward 511.71 484.97

Profit available for appropriation 733.72 692.25

Appropriations

Proposed Dividend on equity shares 69.30 69.30

Tax on Dividend 11.24 11.24

General Reserve 200.00 100.00

Balance Carried Forward 453.18 511.71

733.72 692.25

2. Dividend

Your Directors are pleased to recommend a dividend of Rs.7/- per Equity Share (70 %) for the financial year ended 31st March 2013.

3. Performance

The Company''s sales turnover net of excise duty and discount increased to Rs. 144.47 crore as against Rs. 143.92 crore in the previous year. Sales volumes of valves and cores increased by 9% and 1% respectively. Operating Profit increased to 11.40% of Sales during the year from the previous year''s level of 9.74%. This was primarily on account of the good control exercised over raw material costs during the year. In spite of the increase in interest cost by Rs.2.11 crore, Profit Before Tax increased to Rs. 342 lakhs from the previous year''s level of Rs.309 lakhs representing an increase of 10.68%.

4. Prospects for the Financial Year 2013-14

The year ahead is expected to be a challenging one. Growth in the automobile industry has been impacted by high interest rates and high fuel costs. Most automobile OEMs are expected to grow very marginally during the year ahead. The Society for Indian Automobile Manufacturers (SIAM) has forecast an overall growth rate of 3-5% for the Financial Year 2013-14. Your Company aims to grow at a rate higher than that of the industry by opening new customer accounts, increasing market share in key market segments and increasing product offerings to customers. The Company has also launched an aggressive cost cutting drive to further improve the operating profit.

5. Board of Directors

Mr.S.K.Welling retires by rotation at the Annual General Meeting and being eligible has offered himself for re-appointment.

The Board deeply regrets the sad demise of its former Chairman Mr. M.R.Hosangady on 11th March 2013 and places on record its appreciation of the services rendered by him as a key member of the Board of Directors for over two decades.

Dr. M.N.Srinivasan resigned from the Board of Directors on health grounds with effectfrom 31st January 2013. The Board places on record its appreciation of the services rendered by Dr. M.N.Srinivasan as a key member of the Board for over three decades.

Mrs. Anuradha M. Gokarn, Managing Director retired from the position of Managing Director on 31st December 2012. Mrs. Gokarn took the mantle of leadership from the founder Managing Director Mr. M.V. Gokarn in extremely difficult circumstances upon his untimely demise in 1986. She led the Company to market leadership and further on to great heights during her tenure of 26 years. She continues to contribute to the Company in the capacity of a Non-executive Director. The Board places on record its appreciation of the valuable services rendered by her during her tenure as Managing Director.

6. Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate report on Corporate Governance and Management Discussion and Analysis together with a certificate from the Company''s Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

7. Particulars of Employees

In terms of the provisions of Section 217(2a) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the annexure to the Directors'' Report. However, having regard to the provisions of section 219(1)(b)(4) of the Companies act 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and other entitled thereto. Any member interested in obtaining a copy of such particulars may write to the Company Secretary at the Registered Office of the Company.

8. Auditors

The Statutory Auditors of the Company, M/s Brahmayya & Co., Bangalore, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment.

9. CostAudit

Cost Audit under Section 233B of the Companies Act 1956 is applicable to your Company for the Financial Year 2012-13. The due date for filing the cost audit report with the Ministry of Corporate Affairs is 27th September 2013. The Company has appointed Rao, Murthy & Associates as the Cost Auditors for the year ended 31st March 2013. The report shall be filed by the Company before the due date.

10. Employee Relations

Employee relations continued to be cordial during the year.

11. Conservation of Energy, TechnologyAbsorption, Exports and Foreign Earnings & Outgo

Information required to be furnished pursuant to Section 217(1)(e) of theCompaniesAct 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules 1988 is set out in the Annexure to this report.

12. Listing with Stock Exchanges

As per the requirement of Clause 49 of the Listing Agreement with Stock Exchanges, the Company hereby declares that the listing of its shares continued throughout the year with the Stock Exchange Mumbai, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001 and that the Company has paid the listing fees up to date.

13. Directors'' Responsibility Statement as required under Section 217(2AA)of theCompanies''Act 1956

Your Directors, on the basis of information made available to them by the Management and the Auditors wish to place on record:

(I) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.

(ii) That the Directors 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 or Loss of the Company for that period.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) ThattheAnnualAccounts have been prepared on a going concern basis

14. Secretarial Compliance Certificate

The Compliance Certificate obtained from a Company Secretary in whole time practice in accordance with Section 383(A) of the CompaniesAct 1956 and the rules made thereunder is annexed to this report.

15. Appreciation

Your Directors thank the customers and vendors for their continued support to your Company''s growth. Your Directors place on record their appreciation of the support given by HDFC Bank, Standard Chartered Bank, Citibank, KotakMahindra Bank and ICICI Bank for meeting the long term and working capital needs of the Company.

Your Directors are grateful to the State Government for their continued support to the Company''s activities.

Your Directors are thankful to the esteemed shareholders for their support and encouragement. They also wish to place on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors

Bangalore S.K.Welling

29th May 2013 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the Thirtysixth Annual Report together with the Audited Accounts for the year ended 31st March 2012.

31.03.2012 31.03.2011 (Rs. Lakhs) (Rs. Lakhs)

1. Financial Results

Profit Before Taxx 308.76 889.83

Provision for Taxation 101.48 286.11

Profit After Tax 207.28 603.72

Add: (a) Balance Brought Forward 484.97 396.70

Profit available for appropriation 692.25 1000.42

2. Appropriations

Proposed Dividend on equity shares 69.30 99.00

Tax on Dividend 11.24 16.45

General Reserve 100.00 400.00

Balance Carried Forward 511.71 484.97

692.25 1000.42

3. Dividend

Your Directors are pleased to recommend a dividend of Rs.7/- per Equity Share (70%) for the financial year ended 31st March 2012.

4. Performance

The Financial Year 2011-2012 witnessed high interest rates coupled with high inflation and steep increases in fuel cost. This resulted in growth decelerating in the automobile industry. Passenger car production grew just 4.5% as compared to 27% in the previous year. The two & three wheeler category fared better with a growth rate of 15% (previous year 27%) while the Commercial Vehicle segment grew by 21% (previous year 32%).

The Company's sales turnover net of excise duty and discount increased to Rs. 143.92 crore as against Rs. 124.70 crore in the previous year, an increase of 15.35%. Sales of valves increased by 7% during the year and that of cores by 18%. In spite of the good performance on the top-line, the Operating margin fell to 9.7% during the year from the previous year's level of 12.2%. This was primarily on account of the increase in the raw material costs during the first half of the year. Further, increases in interest cost and depreciation resulted in the Profit Before Tax falling to Rs. 303 lakhs from the previous year's level of Rs.890 lakhs.

5. Prospects for the Financial Year 2012-2013

The Company expects to improve its performance during Financial Year 2012-13 both in terms of the top-line as well as operating margin. Based on currently available market estimates, achieving an overall growth rate of 8-10% on the top-line appears to be feasible. The capacity additions will further strengthen the Company's position in the market. The Company has developed a very strong presence in the new and emerging tubeless valve segment which is growing at over 50% every year. On the raw material front, the Company is confident of optimizing the procurement of key commodity inputs which will improve the profitability of the Company. The manufacturing facilities are also being streamlined for improved manufacturing efficiencies.

6. Capacity Expansion

The Company has completed the capacity expansion which was envisaged during 2009-10. The Company has invested Rs. 43.36 crore in buildings, plant and machinery which have significantly increased capacities in all segments. The Company now has an installed capacity of 158 million valves and 126 million cores. The capacity for valve cores is expected to increase to 150 million with the addition of assembly equipment which is already on order.

7. Directors

Dr.M.N.Srinivasan retires by rotation at the Annual General Meeting and being eligible has offered himself for re-appointment.

8. Auditors

The Statutory Auditors of the Company, M/s Brahmayya & Co., Bangalore, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment.

9. Employee Relations

During the year, the Company entered into a Long Term Agreement (LTA) with the recognized union for a period of 4 years from 1.10.2010 to 30.09.2014. Employee relations were cordial during the year.

10. Particulars of Employees under Section 217(2A)

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of employees) Rules, 1975, is forming part of the Annexure to this report.

11. Conservation of Energy, Technology Absorption, Exports and Foreign Earnings & Outgo

Information required to be furnished pursuant to Section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules 1988 is set out in the Annexure to this report.

12. Listing with Stock Exchanges

As per the requirement of Clause 49 of the Listing Agreement with Stock Exchanges, the Company hereby declares that the listing of its shares continued throughout the year with the Stock Exchange Mumbai, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400001 and that the Company has paid the listing fees up to date.

13. Directors' Responsibility Statement as required under Section 217(2AA) of the Companies' Act 1956

Your Directors, on the basis of information made available to them by the Management and the Auditors wish to place on record:

(i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.

(ii) That the Directors 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 or Loss of the Company for that period.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Annual Accounts have been prepared on a going concern basis

14. Secretarial Compliance Certificate

The Compliance Certificate obtained from a Company Secretary in whole time practice in accordance with Section 383(A) of the Companies Act 1956 and the rules made thereunder is annexed to this report.

15. Acknowledgements

Your Directors thank the customers and vendors for their continued support to your Company's growth. Your Directors place on record their appreciation of the support given by HDFC Bank, Standard Chartered Bank, Citibank and Kotak Mahindra Bank for meeting the long term and working capital needs of the Company.

Your Directors are grateful to the State Government for their continued support to the Company's activities.

Your Directors are thankful to the esteemed shareholders for their support and encouragement. They also wish to place on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors

Bangalore M.R. HOSANGADY

18th May 2012 Chairman

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Mar 31, 2011

The Directors have pleasure in presenting the Thirtyfifth Annual Report together with the Audited Accounts for the year ended 31st March 2011.

31.03.2011 31.03.2010 (Rs. Lakhs) (Rs. Lakhs)

1. Financial Results

Profit Before Tax 889.83 709.19

Provision for Taxation 286.11 228.21

Profit After Tax 603.72 480.98

Add: Balance Brought Forward 396.70 190.35

Profit available for appropriation 1000.42 671.33

2. Appropriations

Proposed Dividend on equity shares 99.00 64.00

Tax on Dividend 16.45 10.63

General Reserve 400.00 200.00

Balance Carried Forward 484.97 396.70

1000.42 671.33

3. Dividend

Your Directors are pleased to recommend a dividend of Rs. 10/- per Equity Share (100%) for the financial year ended 31st March 2011.

4. Performance

The Companys sales turnover net of excise duty and discount increased to Rs. 124.70 crore as against Rs. 91.33 crore in the previous year, an increase of 36.5%. The Company was able to broaden its customer base by adding several new key customer accounts. The Companys market share also grew significantly in all segments. Profit before tax increased from Rs. 709.19 lakhs to Rs. 889.83 lakhs.

5. Prospects for the Financial Year 2011 -2012

The Company expects strong growth during the Financial Year 2011-2012. This expectation arises from the forecasts of the automobile and tyre industries. The tyre industry in particular is seeing additional capacities going on stream during the year in all segments. The Company is confident of taking advantage of this market expansion and of further strengthening its position in the domestic market.

6. Capacity Expansion

The capacity expansion which commenced at the start of the year has progressed well. The Company has already invested approximately Rs. 20 crore during the year and the targetted capacities have been achieved in most product segments. More than 85% of the new equipment has been received. The capacity expansion is expected to be completed in all respects by during this fiscal. This would increase the manufacturing capacity of valves to 150 million and valve cores to approximately 190 million per annum.

7. Directors

Mr. M.R.Hosangady and Dr. B.R. Pai retire by rotation at the Annual General Meeting and being eligible have offered themselves for re-appointment.

The Board deeply regrets the passing away of Mr. N.S.S. Murthy, Chairman on 27th October 2010 and places on record its appreciation of the valuable services rendered by him during his tenure as a Founder Director and Chairman.

8. Auditors

The Statutory Auditors of the Company, M/s Brahmayya & Co., Bangalore, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment.

9. Employee Relations

Employee Relations continued to be cordial during the year.

10. Particulars of Employees under Section 217(2A)

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of employees) Rules, 1975, is forming part of the Annexure to this report.

11. Conservation of Energy, Technology Absorption, Exports and Foreign Earnings ft Outgo

Information required to be furnished pursuant to Section 217(1 )(e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules 1988 is set out in the Annexure to this report.

12. Listing with Stock Exchanges

As per the requirement of Clause 49 of the Listing Agreement with Stock Exchanges, the Company hereby declares that the listing of its shares continued throughout the year with the Stock Exchange Mumbai, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400001 and that the Company has paid the listing fees up to date.

13. Directors Responsibility Statement as required under Section 217(2AA) of the CompaniesAct 1956

Your Directors, on the basis of information made available to them by the Management and the Auditors wish to place on record:

(i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

(ii) That the Directors 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 or Loss of the Company for that period.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Annual Accounts have been prepared on a going concern basis

14. Secretarial Compliance Certificate

The Compliance Certificate obtained from a Company Secretary in whole time practice in accordance with Section 383(A) of the Companies Act 1956 and the rules made thereunder is annexed to this report.

15. Acknowledgements

Your Directors thank the customers and vendors for their continued support to your Companys growth. Your Directors place on record their appreciation of the support given by HDFC Bank, Standard Chartered Bank, Citibank and Kotak Mahindra Bank for meeting the long term and working capital needs of the Company.

Your Directors are grateful to the State Government for their continued support to the Companys activities.

Your Directors are thankful to the esteemed shareholders for their support and encouragement. They also wish to place on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors

M.R.HOSANGADY Chairman

Bangalore 26th May 2011

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Mar 31, 2010

The Directors have pleasure in presenting the Thirtyfourth Annual Report together with the Audited Accounts for the year ended 31st March 2010.

31.03.2010 31.03.2009 (Rs. Lakh) (Rs. Lakh)

1. Financial Results

Profit before Tax 709.19 441.90

Provision for Taxation 228.21 158.08

Profit after Tax 480.98 283.82

Add: (a) Excess Provision written back 0.00 5.69

(b) Balance brought forward 190.35 157.00

Profit available for appropriation 671.33 446.51

2. Appropriations

Proposed Dividend on equity shares 64.00 48.00

Tax on Dividend 10.63 8.16

General Reserve 200.00 200.00

Balance Carried forward 396.70 190.35

671.33 446.51

3. Dividend

Your Directors are pleased to recommend a dividend of Rs. 20/- per Equity Share (200 %) for the financial year ended 31st March 2010.

4. Bonus Shares

Your directors have recommended an issue of Bonus Shares by capitalizing a part of the Reserves in the ratio of 2:1 i.e. two additional equity shares for every equity share held by the shareholders on the record date to be fixed by the Board of Directors.

5. Preference Issue

For the purpose of part financing the on-going expansion programme, the Company has proposed to issue 10,000 equity shares to the Promoters on preferential allotment basis subject to the approval of the Shareholders.

6. Performance

The Companys sales turnover net of excise duty and discount increased to Rs. 91.33 crore as against Rs. 78.37 crore in the previous year. Sales volumes registered good growth during the year with valve sales showing an increase of 14 % over the previous year. Profit after Tax increased from Rs. 2.84 crore to Rs. 4.81 crore on a year-on-year basis. Profits increased as a result of higher sales volumes and good cost controls.

7. Prospects for the Financial Year 2010-2011

The Company expects strong growth during the Financial Year 2010-2011. This expectation arises from a similar growth which has been witnessed in both the automobile industry as well as the tyre and tube industry. The tyre industry in particular is seeing additional capacities going on stream during the year in all segments. The Company is confident of taking advantage of this market expansion and of further strengthening its position in the domestic market.

8. Capacity Expansion

The Company has commenced the capacity expansion at its Mysore facility. The objective of the expansion is to meet the increased market demands over the next 3 years. The expansion will involve an investment of approximately Rs. 45 crore over the next 12-18 months and will increase the manufacturing capacity of valves to approx. 150 million and valve cores to approx 190 million per annum.

9. Directors

Dr.M.N.Srinivasan and Dr.B.R.Pai retire by rotation at the Annual General Meeting and being eligible have offered themselves for re-appointment.

The Board deeply regrets the passing away of Mr. P.P.Prabhu, Chairman on 5th October 2009 and places on record its appreciation of the valuable services rendered by him during his tenure as a Director and as Chairman of the Board of Directors.

10. Auditors

The Statutory Auditors of the Company, M/s Brahmayya 8t Co., Bangalore, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment.

11. Employee Relations

Employee Relations continued to be cordial during the year.

12. Particulars of Employees under Section 217(2A)

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of employees) Rules, 1975, is forming part of the Annexure to this report.

13. Conservation of Energy, Technology Absorption, Exports and Foreign Earnings & Outgo

Information required to be furnished pursuant to Section 217(1 )(e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules 1988 is set out in the Annexure to this report.

14. Listing with Stock Exchanges

As per the requirement of Clause 49 of the Listing Agreement with Stock Exchanges, the Company hereby declares that the listing of its shares continued throughout the year with the following Exchange and that the Company has paid the listing fees up to date:

(i) The Stock Exchange Mumbai, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400001.

The listing in the Bangalore Stock Exchange, Stock Exchange Towers, 51, 1st Cross, J.C. Road, Bangalore - 560 027 was discontinued w.e.f. 13th January 2010 as per the approval in the AGM held on 10th July 2009.

15. Directors Responsibility Statement as required under Section 217(2AA) of the Companies Act 1956

Your Directors, on the basis of information made available to them by the Management and the Auditors wish to place on record:

(i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

(ii) That the Directors 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 or Loss of the Company for that period.

(iii)That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv)That the Annual Accounts have been prepared on a going concern basis

16. Secretarial Compliance Certificate

The Compliance Certificate obtained from a Company Secretary in whole time practice in accordance with Section 383(A) of the Companies Act 1956 and the rules made thereunder is annexed to this report.

17. Acknowledgements

Your Directors thank the customers and vendors for their continued support to your Companys growth. Your Directors place on record their appreciation of the support given by HDFC Bank, Standard Chartered Bank, Citibank and Kotak Mahindra Bank for meeting the long term and working capital needs of the Company.

Your Directors are grateful to the State Government for their continued support to the Companys activities.

Your Directors are thankful to the esteemed shareholders for their support and encouragement. They also wish to place on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors

Bangalore N.S.S.MURTHY

14th May 2010 CHAIRMAN