contents forward looking statement Creating Value for All 1 Message from the Chairman 18 Financial Highlights 22 Triveni in Brief 24

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2 contents Creating Value for All 1 Message from the Chairman 18 Financial Highlights 22 Triveni in Brief 24 Management Discussion & Analysis 26 Directors Report 53 Corporate Governance 61 Financial Section 73 forward looking statement T T T T his report contains forward-looking statements, which may be identified by their use of words like plans, expects, will, anticipates, believes, intends, projects, estimates or other words of similar meaning. All statements that address expectations of projections about the future, including but not limited to statements about the Company s strategy for growth, product development, market position, expenditures and financial results, are forward-looking statements. Forward-looking statements are based on certain assumptions and expectations of future events. he Company cannot guarantee that these assumptions and expectations are accurate or will be realized. he Company s actual results, performance or achievements could thus differ materially from those projected in any such forwardlooking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events. he Company has sourced the industry information from the publicly available sources and has not verified those information independently.

3 A B CREATING VALUE FOR ALL W A

4 a springboard for growth

5

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7 O A DEMERGING TURBINE BUSINESS TO EMERGE AS A GLOBAL PLAYER T T W T

8 a force multiplier

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11 A D O GE-TRIVENI: A DEFINING PARTNERSHIP AT A GLOBAL LEVEL O

12 adding longevity to success

13

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15 I T T SUSTAINABILITY ALIGNED WITH STAKEHOLDERS PROSPERITY A T

16 a value of caring for many

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19 O F SENSITIVITY: A VALUE OF CARING FOR MANY O W T

20 message from the chairman

21 Dear Shareholders, T R SCALE LONG-TERM BENEFITS R R R L R O R R

22 T T O O

23 D W W I

24 financial highlights Particulars Unit FY FY FY FY FY ending ending ending ending ending (18 months) R R R R R R R R R R R R R *After adjustment of miscellaneous expenditure not written off

25 R R R pat R book value ( R per share) eps ( R per share)

26 Our Company W R W TRIVENI IN BRIEF O Our Operational Domains W

27 Our Vision T T T Our Service Capabilities O Our Guiding Principle S

28 discussion and analysis

29 Indian Sugar Industry I SUGAR INDUSTRY T T R COMPARATIVE SUPPLY & DEMAND POSITION OF SUGAR FROM TO AND ESTIMATES FOR Opening Stock as on 1st Oct (*) Closing Stock as on 30th Sept Stock as % of Offtake 20.0% 55.3% 47.7% 19.2% 27.2% 21.7% $

30 T T R Domestic Sugar & Gur Prices (Average) ( R /Quintal) Oct 09 Nov 09 Dec 09 Jan 10 Feb 10 Mar 10 Apr 10 Sugar May 10 Jun 10 Jul 10 Gur Aug 10 Sep 10 I R I

31 Global Sugar Industry I W T O Global Raw and Whites Sugar Prices ( c$/lb) Domestic and Global Sugar Prices Whites Raw Domestic (R/Quintal) Global ( c$/lb) Oct 09 Nov 09 Dec 09 Jan 10 Feb 10 Mar 10 Apr 10 May 10 Jun 10 Jul 10 Aug 10 Sep 10 Oct 09 Nov 09 Dec 09 Jan 10 Feb 10 Mar 10 Apr 10 May 10 Jun 10 Jul 10 Aug 10 Sep 10

32 T Operational Highlights T SUGAR BUSINESS GROUP R R T R A I R R R R R CANE DEVELOPMENT PROGRAMME T Unit-wise production (000 tonnes) B Rani Nangal Milak Narayanpur Chandanpur Sabitgarh Ramkola Deoband Khatauli

33 Sustainable Sugarcane Initiative (SSI) A T T T R R Outlook T R R R I

34 T R Outlook T Performance highlights D CO-GENERATION BUSINESS GROUP D I R Trends I T

35 W Performance highlights S T DISTILLERY BUSINESS GROUP Outlook T M

36 P W A POWER INDUSTRY D B

37 O R Water Demand (in BCM) for various Sectors: Sector Standing Subof NCIWRD MoWR Committee Year WATER INDUSTRY T R D

38 T Performance Overview T TURBINE BUSINESS GROUP R R T T T

39 S Key Orders Research & Development T Quality T Learning Centre H

40 IPR Initiatives W Growth Initiatives T D Outlook W T

41 B O

42 T Performance Overview O D R R A GEAR BUSINESS GROUP G Original Equipment Segment G

43 G Service Offered in OEM segment Industries Served G S Spares & Servicing G Outlook C G

44 T Performance Overview D D R R R W WATER BUSINESS GROUP Technology Tie-ups D H

45 Key Orders Outlook I M R S W

46 R Change % W R R C A L R FINANCIAL REVIEW A R

47 RAW MATERIAL AND MANUFACTURING EXPENSES R Description Change % I PERSONNEL COST, ADMINISTRATION EXPENSES AND DEPRECIATION R Description Change % PERSONNEL COST P ADMINISTRATION EXPENSES A DEPRECIATION & AMORTISATION T R R SELLING EXPENSES R Description Change % S I OFF SEASON DEFERRED EXPENSES R Description Change %

48 C FINANCE COST R Description Change % T R SEGMENT ANALYSIS R Revenue PBIT Change% Change% T D

49 SUGAR BUSINESS SEGMENTS SUGAR OPERATIONS R Description Change % R R T CO-GENERATION R Description Change % I R

50 DISTILLERY R Description Change % R I T R ENGINEERING BUSINESS SEGMENT TURBINE R Description Change % T T T R

51 GEARS R Description Change % A D C I R WATER AND WASTE-WATER TREATMENT R Description Change % R REVIEW OF BALANCE SHEET SHARE CAPITAL T T T D I R RESERVES R LOANS R FIXED ASSETS R INVESTMENTS R

52 CURRENT ASSETS, LOANS & ADVANCES C R R CURRENT LIABILITIES & PROVISIONS C R R R R R R R R R R R R R KEY RATIOS T R RISKS REVIEW SUGAR BUSINESS GROUP T Government Regulation : R

53 Raw material availability risk: Output price risk : Risk Mitigation T ENGINEERING BUSINESS Risk of economic slowdown : Technology risk : Competition risk : RISK MITIGATION

54

55 directors' ( R in millions) Profit before Tax (PBT) Profit After Tax (PAT) Available for appropriation APPROPRIATIONS Earning per equity share of R 1 each (in R) DEMERGER OF STEAM TURBINE BUSINESS R R R R R JOINT VENTURE AGREEMENT

56 PERFORMANCE Sugar Business Engineering Business DIVIDEND R R R R R R HUMAN RESOURCES CONSOLIDATED FINANCIAL STATEMENT SUBSIDIARIES EMPLOYEES STOCK OPTION SCHEME

57 CORPORATE GOVERNANCE AUDITORS DIRECTORS RESPONSIBILITY STATEMENT CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO PARTICULARS OF EMPLOYEES DIRECTORS DEPOSITS R R R APPRECIATION Dhruv M. Sawhney

58 annexure - a (A) CONSERVATION OF ENERGY (a) Energy Conservation Measures Engineering Business Group Sugar and Co-Products Business Group (b) Additional Investment and Proposals for Reducing Energy Consumption Engineering Business Group Sugar and Co- Products Business Group (c) Impact of Above Measures Form A I. POWER & FUEL CONSUMPTION 1. Electricity a) Purchased R R b) Own generation i) Through Diesel Generators ii) R Through Steam Turbine/ Generator by use of own baggase 2. Furnace Oil R R II. CONSUMPTION PER UNIT OF PRODUCTION

59 FORM B Disclosure of particulars with respect to technology absorption (A) Research & Development (R & D) Turbine Unit 1 Specific Areas in which R&D was carried out by the Company 2 Benefits as a result of the above R&D 3 Future plan of action (B) Technology absorption, adaptation and innovation Technology Imported Year of Has import Technology been fully Absorbed C) Foreign Exchange Earning & Outgo 1) Earning in Foreign Exchange R 2) Foreign Exchange Outgo R 4 Expenditure on R&D R Particulars Note : R R R

60 annexure c R SUBSIDIARY COMPANIES TRIVENI UPPER BARI TRIVENI TRIVENI GE TRIVENI TURBINE LTD. POWER ENGINEERING ENERGY LTD. ** (Formerly GENERATION LTD SYSTEMS Triveni Retail LTD LTD Ventures Ltd)

61 annexure d to the directors report Name of disclosure Particulars R R R R R R R

62 Name of disclosure Particulars R Details of Options granted to Senior Managerial personnel Sl.No. Name No. of Options granted Total 200,000

63 annexure-e Company s Philosophy on Code of Governance Board of Directors Name of Director and DIN Category No. of No. of Committee Directorships in positions held in other companies # # other companies ### Chairman Member

64 Board functioning and procedure ATTENDANCE RECORD OF THE DIRECTORS Name of Director No. of Board Meetings Attendance at last AGM Held Attended held on Reappointment of Directors Board Committees (I) Executive Sub-Committee (II) Audit Committee

65 Meetings & Attendance Name of the Members No. of meetings Held Attended (III) Remuneration Committee Meetings and Attendance Name of the Members No. of Meetings Date of the Attended Meeting REMUNERATION TO EXECUTIVE DIRECTORS (Amount in R) Name of the Executive Director Mr. Dhruv M. Sawhney Mr. Tarun Sawhney Mr. Nikhil Sawhney CMD Executive Director Executive Director Total

66 REMUNERATION TO NON-EXECUTIVE DIRECTORS Name of the Non-Executive Director Sitting Fees for Commission for the No. of shares the year ended year ended held as on Sept. 30, 2010 Sept. 30, 2009 Sept. 30,2010 ( R) ( R) Note: R (IV) Investors Grievance and Share Transfer Committee Meetings & Attendance Name of the Members No. of meetings Held Attended (V) Compensation Committee

67 Meetings and Attendance Name of the Members No. of Meetings Date of the Attended Meeting GENERAL BODY MEETINGS Year Date & Day Location Time Special Resolution Date Location Time Resolution

68 Postal Ballot I. Details of the Special/Ordinary Resolutions passed by the Company through Postal Ballot: II. Whether any special resolution is proposed to be conducted through postal ballot: Other Disclosures Related Party Transactions Disclosures of Accounting Treatment Risk Management Details of Non-Compliance by the Company, penalties, stricture imposed on the Company by the Stock Exchanges, SEBI or any statutory authorities or any matter related to capital markets. Whistle Blower Policy and affirmation that no personnel has been denied access to the Audit Committee. Code of conduct for Directors and Senior Executives CEO/CFO certification Subsidiary Companies Compliance of the Requirements of Clause 49 of the Listing Agreement Mandatory Requirements/ Non-Mandatory Requirements Means of Communication Quarterly Results: Website Teleconferences and Press conferences, Presentation etc.: Annual Report:

69 The Management Discussion & Analysis: Intimation to Stock Exchanges: Corporate Governance- Voluntary Guidelines General Shareholder Information a) General Information Annual General Meeting Financial Calendar (tentative & subject to change) b) Unclaimed Dividend Financial Year/ Period Whether Interim/ Final Date of payment of Due date for Dividend transfer to IEPF

70 c) Outstanding GDR/ADR or Warrants d) Listing on Stock Exchanges Sl.No. Name and Address of Stock Exchanges Stock Code e) Distribution of Equity Shareholding as on 30th September, 2010 Group of Shares Number of % to total Number of % to Shareholders Shareholders Shares held Total Shares Total f) Shareholding Pattern of Equity Shares as on 30th September, 2010 Category Number of % Shares held Shareholding Total

71 g) Stock Price Data/Stock Performance: Year (in R) Month Bombay Stock Exchange (BSE) National Stock Exchange (NSE) High Low High Low h) Stock Performance R Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10 Jul-10 Aug-10 Sep-10 i) Dematerialization of Shares & Liquidity

72 j) Share Transfer System k) Reconciliation of Share Capital Audit l) Registrar & Share Transfer Agent m) Locations Registered Office Share Department Address for correspondence n) Compliance Cerificate on Corporate Governance from the Auditor

73 annexure - f Triveni Engineering & Industries Limited J. C. Bhalla & Company (Sudhir Mallick) declaration by Triveni Engineering & Industries Limited Dhruv M. Sawhney

74 CEO/ CFO Triveni Engineering and Industries Limited Sub : CEO/ CFO certification under Clause 49 of the Listing Agreement Suresh Taneja Dhruv M. Sawhney

75 section

76 auditors Triveni Engineering & Industries Limited J. C. Bhalla & Company

77 annexure

78 annexure Sl. Name of Statute Forum where Nature of dues Amount* Year No. dispute is pending ( R in Million)

79 annexure J. C. Bhalla & Company Sudhir Mallick

80 balance R As at SCHEDULES SOURCES OF FUNDS SHAREHOLDERS' FUNDS LOAN FUNDS DEFERRED TAX LIABILITY (NET) TOTAL FUNDS EMPLOYED 20, , APPLICATION OF FUNDS FIXED ASSETS INVESTMENTS CURRENT ASSETS, LOANS AND ADVANCES LESS : CURRENT LIABILITIES AND PROVISIONS NET CURRENT ASSETS MISCELLANEOUS EXPENDITURE TOTAL ASSETS (NET) 20, , J.C.Bhalla & Company Sudhir Mallick Dhruv M. Sawhney Lt.Gen.K.K.Hazari (Retd) Geeta Bhalla Suresh Taneja

81 profit and loss R For the Year Ended SCHEDULES INCOME 24, , EXPENDITURE Profit before Exceptional/Non - Recurring Items & Taxation Profit before Taxation Profit after Taxation AVAILABLE FOR APPROPRIATION 1, , APPROPRIATIONS R R R R 1, , R R R R J.C.Bhalla & Company Sudhir Mallick Dhruv M. Sawhney Lt.Gen.K.K.Hazari (Retd) Geeta Bhalla Suresh Taneja

82 schedules 1. SHARE CAPITAL R R R R R R R R R R ADDITIONS *1 DEDUCTIONS * RESERVES & SURPLUS R R 8, , SECURED LOANS 8, ,587.47

83 schedules R R R R R R R R R R R R R R R R R R R R R R R R R R UNSECURED LOANS

84 schedules 5. FIXED ASSETS GROSS BLOCK DEPRECIATION ( R in Million) NET BLOCK Cost Additions Deductions Total Upto For Deductions To date As at As at As at As at the Year *3 As at Land - Free Hold * Lease Hold Buildings & Roads *2 2, , , , Railway Siding Plant & Machinery 12, , , , , , Furniture & Fixture Computers Vehicles This Year 16, , , , , , Previous Year 15, , , , , Capital Work In Progress* Includes: *1 Land costing R Million ( R34.53 Million) pending transfer in the name of the Company. *2 'Cane yard outside' not owned by the Company costing R 3.30 Million ( R3.30 Million). *3 Transferred to Revaluation Reserve R 3.25 Million ( R3.25 Million). *4 Advance against capital expenditure R Million ( R7.61 Million). 5A.INTANGIBLE ASSETS (OTHER THAN INTERNALLY GENERATED) GROSS BLOCK AMORTISATION NET BLOCK Cost Additions Retirement Total Upto During the Deductions/ To date As at As at As at & Disposal As at Year Adjustments As at Computer Software Designs & Drawings Technical Know How This Year Previous Year Note: Intangible assets have not incurred any impairment during the year.

85 schedules R INVESTMENTS LONG TERM GOVERNMENT SECURITIES UNQUOTED OTHER SECURITIES SHARES - Fully paid-up QUOTED R R R R R UNQUOTED R OTHER SECURITIES UNQUOTED SHARES - Fully paid-up SUBSIDIARY COMPANIES (Wholly owned) R R R R R R OTHER COMPANIES R R R R CURRENT INVESTMENTS UNQUOTED R R

86 schedules R INVENTORIES 4, , R R 8. SUNDRY DEBTORS - (Unsecured) 2, , CASH AND BANK BALANCES R R R R R R 10. OTHER CURRENT ASSETS

87 schedules R LOANS AND ADVANCES 4, , R R 12. LIABILITIES 3, , R R 13. PROVISIONS R R 14. MISCELLANEOUS EXPENDITURE

88 schedules R GROSS SALES 23, , OTHER INCOME R R R R R R 17. INCREASE/(DECREASE) IN WORK-IN-PROGRESS/FINISHED GOODS 1, (2,157.03) 18. MATERIALS 18, , , ,291.98

89 schedules R MANUFACTURING / OPERATING 1, , PERSONNEL 1, , ADMINISTRATION R R R R R R

90 schedules R FINANCING , SELLING AMORTISATION PROVISION FOR TAXATION R R R R (7.08)

91 schedules 26. NOTES TO ACCOUNTS 1. SIGNIFICANT ACCOUNTING POLICIES a) Basis of preparation of Financial Statements b) Fixed Assets c) Recognition of Income/Expenditure d) Foreign Currency Transactions e) Inventories Raw Materials & Components Manufacturing Units Stores and Spares Manufacturing Units Basis Basis

92 schedules f) Depreciation R g) Research & Development h) Investments i) Employee Benefits 1) Short Term Employee Benefits: 2) Long Term Employee Benefits: a). Defined Contribution Plans b). Defined Benefit Plans

93 schedules 3) Employee Stock Options: j) Borrowing costs k) Government Grants l) Accounting for assets acquired under lease m) Taxes on Income n) Intangible Assets o) Impairment of Asset p) Provisions, Contingent liabilities and Contingent assets

94 schedules 2. Contingent liabilities (to the extent not provided for) As on As on R R Sl. No. Particulars Amount of Contingent Amount Paid Liability R R R R R R R R R R R R R

95 schedules R R R R R R R R R R R R R R R R R R i) Defined contribution plans R Particulars ii) Defined Benefit Plans Gratuity (Partly funded) R Compensated Absence (un-funded)

96 schedules Gratuity (Partly funded) Compensated Absence (un-funded) Gratuity (Partly funded) Compensated Absence (un-funded) Gratuity (Partly funded) Compensated Absence (un-funded) Gratuity CompensatedAbsence R R R R R Gratuity (Partly funded) Compensated Absence (un-funded)

97 schedules R Sl. Particulars No. Sl. Description Purchases Sales No. Units R in Million Units R in Million

98 schedules Sl. Description Purchases Sales Units R in Million Units R in Million Total 2, , Disclosures regarding provisions are as under: i) Movement in provisions: R Sl. Particulars of Disclosure Nature of Provision Warranty Liquidated Damages ii) Nature of provisions :

99 schedules 11. Information regarding Related Party Transactions : a) Related party where control exists b) The details of related parties with whom transactions have taken place during the year:

100 schedules c) Details of transactions with the related parties during the year ended : ( R in Million) Sl. Group - A Group - B Group -C Group - D Group -E TOTAL No. Nature of Transaction TTL UBPGL TESL TEL GETL TOFSL ETS TENL CL DMS TS NS RS KUL TRSCT 1 Sales and Rendering Services (0.76) (-) (-) (-) (-) (0.08) (0.06) (0.06) (-) (-) (-) (-) (-) (-) (-) 2 Purchases and receiving Services (20.80) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) 3 Purchase of Fixed Assets (0.80) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) 4 Rent Paid (-) (-) (-) (-) (-) (-) (-) (-) (-) (0.84) (-) (-) (-) (1.62) (-) 5 Rent & Other Charges Recd (0.60) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) 6 Amount Advanced (20.00) (-) (-) (0.02) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) 7 Expenses incurred (Net) (4.53) (-) (-) (0.01) (-) (-) (-) (0.01) (0.40) (-) (-) (-) (-) (-) (-) 8 Interest Received (-) (-) (0.01) (0.09) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) 9 Interest Paid (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (0.03) (-) (-) 10 Remuneration * (-) (-) (-) (-) (-) (-) (-) (-) (-) (48.28) (14.03) (13.66) (-) (-) (-) 11 Guarantees / Surety Given (5.00) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) 12 Investment in Shares (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) 13 Sale of Investment in Shares (-) (-) (-) (-) (-) (-) (-) (-) (-) (123.10) (-) (-) (49.24) (-) (-) 14 Charity & Donations (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (10.00) 15 Outstanding balances as on A. Receivable (166.40) (-) (-) (1.15) (-) (0.04) (0.03) (0.03) (-) (0.02) (-) (-) (-) (-) (-) B. Payable (-) (-) (-) (-) (-) (-) (-) (-) (-) (7.54) (-) (0.02) (2.46) (-) (-) C. Guarantees / Surety Outstanding (5.10) (-) (-) (-) (-) (4.00) (-) (-) (-) (-) (-) (-) (-) (-) (-) D. Fixed Deposit (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (0.25) (-) (-) * For TS & NS gratuity is not included as it is provided on actuarial valuation for the entire Company (0.96) 1.63 (20.80) 5.05 (0.80) 4.14 (2.46) 0.30 (0.60) 9.62 (20.02) 1.72 (4.95) 0.21 (0.10) 0.03 (0.03) (75.97) 0.00 (5.00) 0.50 (-) (172.34) (10.00) (167.67) 2.33 (10.02) 4.10 (9.10) 0.25 (0.25)

101 schedules Sl. Particulars As on R Maximum amount No. due during the year Note. Particulars Deferred tax liability/ (Deferred tax asset) As on As on Net deferred tax liability 1,

102 schedules R R R R R R R R R R R 3. Earning per equity share of R 1/- each Basic/Diluted* (1)/(2) (in R)

103 schedules 17. Information on Segment Reporting of the Company for the year ended ( R in Million) REVENUE SUGAR ENGINEERING OTHERS Sugar Co-generation Distillery Total Sugar Steam Turbines Gears Water Total Engineering Other Operations Eliminations Total External Sales Inter-segment Sales ( ) ( ) - - Total Sales ( ) ( ) Other Income (0.63) Total Revenue ( ) ( ) RESULT Segment result (573.29) (222.27) Unallocated expenses (Net) (150.24) (513.83) Operating profit Interest expense (849.64) ( ) Interest income Dividend Income and Surplus on disposal of investments (Net) Income taxes (including deferred tax) (264.75) (731.69) Net profit OTHER INFORMATION Segment assets Unallocated assets Total assets Segment liabilities Unallocated liabilities Total liabilities Capital expenditure Depreciation Amortisation Notes : (i) In accordance with the Accounting Standard (AS) 17 "Segment Reporting", the Company's operations have been categorized into 6 major business segments, which constitute 99.54% (99.32%) of the total turnover of the Company. These business segments are classified under the two major businesses in which the Company is engaged in, and are briefly described hereunder : Sugar & Allied Businesses a) Sugar : The Company is a manufacturer of white crystal sugar, having an aggregate sugarcane crushing capacity of 61,000 TCD (tonnes crushed per day) spread over seven manufacturing plants situated in the State of Uttar Pradesh. After meeting the captive requirements, the Company also sells the surplus molasses and bagasse, which are produced as a by-product in the manufacture of sugar. b) Co-generation : The business segment, apart from meeting some power and steam requirement of sugar unit, also exports power to the State grid. It has installed capacity of 68 MW spread over Khatauli and Deoband sugar mills. c) Distillery : The 160 kilo-liters per day capacity distillery located at Muzaffarnagar, Uttar Pradesh, uses the molasses produced in manufacture of sugar as the principal raw material in production of various categories of alcohol. Engineering Businesses a) Steam Turbines : This segment is engaged in the manufacture of steam turbines at manufacturing facilities located at Bangalore, Karnataka. b) High Speed Gears : This business segment manufactures high speed gears and gear boxes at the manufacturing facility located at Mysore, Karnataka. c) Water/Wastewater Treatment : This business segment operates from Noida, Uttar Pradesh and provides engineered to order process equipment and comprehensive solutions in the water and wastewater management. (ii) The 'Other Operations' mainly include trading of various packaged fast moving consumer goods (under the Company's brand name), including sugar. (iii) There are no geographical segments as the volume of exports is not significant and the major turnover of the Company takes place indigenously. There is no major reliance on a few customers or suppliers. (iv) Inter-segment transfer are priced based on competitive market prices or determined to yield a desired margin or agreed on a negotiated basis. These are then eliminated on consolidation. (v) Segment result is the segment revenue less segment expenses. Segment expenses include all expenses directly attributable to the segments and portion of the enterprise expenses that can be allocated on a reasonable basis to the segments. Interest expense is not included in segment expenses and accordingly, segment liabilities do not include any corresponding borrowings. (vi) Segment results of previous year excludes off-setting impact of changes pertaining to earlier years in Sugar and Co-generation segments pursuant to revision in transfer pricing between them.

104 schedules 18. Based on the intimation received by the Company from its suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006, the relevant information is provided below:- R Sl. Particulars No. 19. (a) (i) Managing Director s Remuneration : R R R TOTAL (ii) Whole Time Directors Remuneration *1 R *2 TOTAL

105 schedules (b) Computation of Net Profit in accordance with Section 349 of the Companies Act, R Add 1, , Less , Managing Director Restricted to Whole Time directors Amount Restricted - to be paid equally to two whole time Directors Non Executive directors Restricted to

106 schedules 20. Amount paid/payable to Auditors R Statutory Auditors Branch Auditors Cost Auditors TOTAL R R 21. a) Derivative Instruments outstanding as on for hedging foreign currency risks (including firm commitments and highly probable forecasted transactions) Currency Pair As on As on Payables Receivables Payables Receivables 1. Forward Exchange Contracts 2. Currency Options 3. Currency & Interest Swaps b) Year end foreign exchange exposures that have not been hedged by a derivative instrument or otherwise : Currency Pair As on As on Payables Receivables Net* Payables Receivables Net*

107 schedules 22. Amount deposited with other than Scheduled banks along with maximum amount outstanding with the Bank during the year. R Name of the banks Balance Maximum amount Balance Maximum amount as on outstanding at any as on outstanding at any time during the year time during the year R R 24. Details of Prior Period Adjustments (Net) in Schedule 21 is as under : Sl. Particulars R No. A. EXPENDITURE TOTAL EXPENDITURE (A) B. INCOME TOTAL INCOME (B) (3.09) 0.24 PRIOR PERIOD ADJUSTMENT (NET) (A-B)

108 schedules R R R R R R R R R R R R R R R R R R R 29. Statement of additional information a) Value of imports on CIF basis : b) Expenditure in foreign currency c) Earnings in foreign currency R

109 schedules d) Consumption of raw material, spare parts, components and stores : R in Million % R in Million % Total 18, % 9, % Total % % e) Licensed and Installed Capacities & Actual Production: Class of Goods Units Licensed Capacity Installed Capacity *1 Actual Production * R

110 schedules f) Opening Stock, Closing Stock & Sales i) Manufactured Goods Class of Goods Units Year Opening Stock Closing Stock Sales (Gross) Qty Value Qty Value Qty Value ( R in Million) ( Rin Million) ( Rin Million) Sugar *1 MT , , , , , , , , , , , , Molasses *2 MT , , , , , Steam Turbines *3 MW , , High Speed Reduction Gears *3 Nos Mechnical Equipment - Water/ Waste Water R in Million Alcohol*4 KL , , , , , Power *3 000' KWH , , (Cogeneration Plant) , , , Boughtout, Spares & Others *5 R in , Million , Total , , , , , , *1 Closing stock of sugar is after adjusting M.T ( M.T) on account of reprocessing loss. *2 Closing stock of molasses is after adjusting excess/wastage of M.T. (Previous year M.T). *2 Excludes 1,18, M.T. (89, M.T) for captive consumption. *3 Excludes166 (77) Nos. High Speed Reduction Gears & 70,133.93'KWH (59,737.71'KWH) Power for captive consumption. *4 Excluding Wastage of KL (83.47KL) *5 Product being diverse, it is not feasible to give quantitative details. ii ) Trading Goods Class of Goods Year Opening Stock Purchases Closing Stock Sales (Gross) Qty Value Qty Value Qty Value Qty Value ( Rin ( Rin ( Rin ( R in Million) Million) Million) Million) Others* Total * No. of items being diverse, it is not feasible to give quantitative details.

111 schedules iii) Service Income & Others Class of Goods Year Opening Stock Closing Stock Sales (Gross) Qty Value Qty Value Qty Value ( R in ( Rin ( Rin Million) Million) Million) Total , g) Break up of Raw Material and Components Consumed Class of Goods Unit Qty. Rin Million Qty. Rin Million Total 18, , Dhruv M. Sawhney Lt.Gen.K.K.Hazari (Retd) Geeta Bhalla Suresh Taneja

112 cash flow R For the Year Ended A. CASH FLOW FROM OPERATING ACTIVITIES Profit Before Tax 1, , Operating Profit before Working Capital changes 2, , Changes in Working Capital Net Changes in Working Capital (2,416.48) 1, Cash Flow from Operating Activities , B. CASH FLOW FROM INVESTMENT ACTIVITIES Net Cash Flow in Investment Activities (517.98)

113 cash flow R For the Year Ended C. CASH FLOW FROM FINANCING ACTIVITIES Net Cash Flow used in Financing Activities (171.59) (4,771.42) Net Increase/ (Decrease) in Cash & Cash Equivalents (88.13) Opening Cash & Cash Equivalents Closing Cash & Cash Equivalents Cash & Cash Equivalents as per Schedule 9 of Balance Sheet J.C.Bhalla & Company Sudhir Mallick Dhruv M. Sawhney Lt.Gen.K.K.Hazari (Retd) Geeta Bhalla Suresh Taneja

114 balance sheet abstract I. Registration Details: II. Capital Raised during the year ( R in Million) III. Position of Mobilisation and Deployment of funds ( R in Million) Sources of Funds: Application of Funds: IV. Performance of the Company ( R in Million) R V. Generic names of three principal products/services of Company

115 auditors Triveni Engineering and Industries Limited J. C. Bhalla & Company

116 consolidated R As at SCHEDULES SOURCES OF FUNDS SHAREHOLDERS' FUNDS LOAN FUNDS DEFERRED TAX LIABILITY (NET) (Refer Note:7 of Schedule 26) TOTAL FUNDS EMPLOYED 20, , APPLICATION OF FUNDS FIXED ASSETS INVESTMENTS CURRENT ASSETS, LOANS AND ADVANCES LESS : CURRENT LIABILITIES AND PROVISIONS MISCELLANEOUS EXPENDITURE TOTAL ASSETS (NET) 20, , J.C.Bhalla & Company Sudhir Mallick Dhruv M. Sawhney Lt.Gen.K.K.Hazari (Retd) Geeta Bhalla Suresh Taneja

117 consolidated R For the Year Ended SCHEDULES INCOME 24, , EXPENDITURE 23, , Profit before Exceptional/Non - Recurring Items & Taxation Profit before Taxation Profit after Taxation AVAILABLE FOR APPROPRIATION 1, , APPROPRIATIONS R R R R 1, , R R R R J.C.Bhalla & Company Sudhir Mallick Dhruv M. Sawhney Lt.Gen.K.K.Hazari (Retd) Geeta Bhalla Suresh Taneja

118 schedules R SHARE CAPITAL AUTHORISED R R ISSUED R SUBSCRIBED & PAID UP R R R R ADDITIONS *1 DEDUCTIONS * RESERVES & SURPLUS R 9, , SECURED LOANS 8, , UNSECURED LOANS

119 schedules 5. FIXED ASSETS GROSS BLOCK DEPRECIATION ( R in Million) NET BLOCK Cost Additions Deductions Total Upto For Deductions To date As at As at As at As at the Year *3 As at Land - Free Hold * Lease Hold Buildings & Roads *2 2, , , , Railway Siding Plant & Machinery 12, , , , , , Furniture & Fixture Computers Vehicles This Year 16, , , , , , Previous Year 15, , , , , Capital Work in Progress* Includes: *1 Land costing R Million ( R34.53 Million) pending transfer in the name of the Company. *2 'Cane yard outside' not owned by the Company costing R 3.30 Million ( R3.30 Million). *3 Transferred to Revaluation Reserve R 3.25 Million ( R3.25 Million). *4 Advance against capital expenditure R Million ( R7.61 Million). 5A. INTANGIBLE ASSETS (OTHER THAN INTERNALLY GENERATED) GROSS BLOCK AMORTISATION ( R in Million) NET BLOCK Cost Additions Retirement Total Upto During the Deductions/ To date As at As at As at & Disposal As at Year Adjustments As at Computer Software Designs & Drawings Technical Know How This Year Previous Year Note: Intangible assets have not incurred any impairment during the year.

120 schedules 6. INVESTMENTS LONG TERM OTHER THAN TRADE Government Securities Unquoted Other Securities Shares - Fully paid-up Quoted R R R R R Unquoted R Other Securities Unquoted Shares - Fully paid-up - Associates R R R R R R CURRENT INVESTMENTS Unquoted R

121 schedules R INVENTORIES 4, , SUNDRY DEBTORS - (Unsecured) 2, , CASH AND BANK BALANCES OTHER CURRENT ASSETS LOANS AND ADVANCES 3, ,913.67

122 schedules R LIABILITIES 3, , PROVISIONS MISCELLANEOUS EXPENDITURE GROSS SALES 23, , OTHER INCOME

123 schedules R INCREASE/(DECREASE) IN WORK-IN-PROGRESS/FINISHED GOODS 1, (2,157.03) 18. MATERIALS 18, , , , MANUFACTURING / OPERATING 1, ,000.00

124 schedules R PERSONNEL 1, , ADMINISTRATION FINANCING ,158.60

125 schedules R SELLING AMORTISATION PROVISION FOR TAXATION R R R R (7.07)

126 schedules 26. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. SIGNIFICANT ACCOUNTING POLICIES A) Basis and Principles of Consolidation B) Basis of preparation of Financial Statements C) Fixed Assets D) Recognition of Income/Expenditure R

127 schedules E) Foreign Currency Transactions F) Inventories Raw Materials & Components Manufacturing Units Stores and Spares Manufacturing Units Basis Basis G) Depreciation R H) Research & Development I) Investments J) Employee Benefits 1) Short Term Employee Benefits:

128 schedules 2) Long Term Employee Benefits: 3) Employee Stock Options: K) Borrowing costs L) Government Grants M) Accounting for assets acquired under lease N) Taxes on Income

129 schedules O) Intangible Assets P) Impairment of Asset Q) Provisions, Contingent liabilities and Contingent assets

130 schedules 2. Contingent liabilities (to the extent not provided for) R R As on As on R R Sl. Particulars Amount of Contingent Amount Paid No. Liability R R R R R R R R R R R R

131 schedules R R R R R R R R R R R R R Name of the Associate Country of Ownership Original Amount of Goodwill/ Accumulated Companies Incorporation interest and cost of (Capital Reserve) Income/(Loss) Voting Power Investments included in original cost at the year end Total Particulars R Deferred tax liability/ (Deferred tax asset) As on As on Net deferred tax liability 1,

132 schedules R R 3 Earning per equity share of R 1/- each Basic/Diluted (1)/(2) (in Rupees) (A) Employee Stock Option Scheme: R R (B) Movement of Options Granted (C) Fair Valuation R R R R R R

133 schedules 11. Disclosures regarding Provisions are as under : i) Movement in provisions: R Sl. Particulars of disclosure Nature of Provision No. Warranty Liquidated Damages ii) Nature of provisions : Warranties : 12. Information regarding Related Party Transactions : a) Related party where control exists b) The details of related parties with whom transactions have taken place during the Year :

134 schedules c) Details of transactions with the related parties during the year ended : ( R in Million) Sl. Group - A Group - B Group - C Group - D TOTAL No. Nature Of Transation TOFSL ETS TENL CL DMS TS NS RS KUL TRSCT 1 Sales and Rendering Services (0.08) (0.06) (0.06) (-) (-) (-) (-) (-) (-) (-) (0.20) 2 Rent Paid (-) (-) (-) (-) (0.84) (-) (-) (-) (1.62) (-) (2.46) 3 Expenses incurred (Net) (-) (-) (0.01) (0.40) (-) (-) (-) (-) (-) (-) (0.41) 4 Interest Received (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) 5 Interest Paid (-) (-) (-) (-) (-) (-) (-) (0.03) (-) (-) (0.03) 6 Remuneration * (-) (-) (-) (-) (48.28) (14.03) (13.66) (-) (-) (-) (75.97) 7 Sale of Investment in Shares (-) (-) (-) (-) (123.10) (-) (-) (49.24) (-) (-) ( ) 8 Charity & Donations (-) (-) (-) (-) (-) (-) (-) (-) (-) (10.00) (10.00) 9 Outstanding balances as on A. Receivable (0.04) (0.03) (0.03) (-) (0.02) (-) (-) (-) (-) (-) (0.12) B. Payable (-) (-) (-) (-) (7.54) (-) (0.02) (2.46) (-) (-) (10.02) C. Guarantees / Surety Outstanding (4.00) (-) (-) (-) (-) (-) (-) (-) (-) (-) (4.00) D. Fixed Deposit (-) (-) (-) (-) (-) (-) (-) (0.25) (-) (-) (0.25) * For TS & NS gratuity is not included as it is provided on actuarial valuation for the entire Company.

135 schedules 13. Information on Segment Reporting of the Group for the year ended ( R in Million) REVENUE SUGAR ENGINEERING OTHERS Sugar Co-generation Distillery Total Sugar Steam Turbines Gears Water Total Engineering Other Operations Eliminations Consolidated Total External Sales Inter-segment Sales 1, (2,309.31) (1,791.96) - - Total Sales ( ) ( ) Income from Associates Other Income (0.63) Total Revenue ( ) ( ) RESULT Segment result (573.29) (222.27) (44.76) (73.73) Unallocated expenses (Net) (231.30) (356.49) Operating profit Interest expense (849.71) ( ) Interest income Dividend Income and Surplus on disposal of investments (Net) Income taxes (including deferred tax) (260.22) (732.72) Net profit OTHER INFORMATION Segment assets Unallocated assets Total assets Segment liabilities Unallocated liabilities Total liabilities Capital expenditure Depreciation Amortisation Notes : (i) In accordance with the Accounting Standard (AS) 17 "Segment Reporting", the Group's operations have been categorized into 6 major business segments, which constitute 99.48% (98.41%) of the total turnover of the Group. These business segments are classified under the two major businesses in which the Group is engaged in, and are briefly described hereunder : Sugar & Allied Businesses a) Sugar : The Group is a manufacturer of white crystal sugar, having an aggregate sugarcane crushing capacity of 61,000 TCD (tonnes crushed per day) spread over seven manufacturing plants situated in the State of Uttar Pradesh. After meeting the captive requirements, the Group also sells the surplus molasses and bagasse, which are produced as a by-product in the manufacture of sugar. b) Co-generation : The business segment, apart from meeting some power and steam requirement of sugar unit, also exports power to the State grid. It has installed capacity of 68 MW spread over Khatauli and Deoband sugar mills. c) Distillery : The 160 kilo-liters per day capacity distillery located at Muzaffarnagar, Uttar Pradesh, uses the molasses produced in manufacture of sugar as the principal raw material in production of various categories of alcohol. Engineering Businesses a) Steam Turbines : This segment is engaged in the manufacture of steam turbines at manufacturing facilities located at Bangalore, Karnataka. b) High Speed Gears : This business segment manufactures high speed gears and gear boxes at the manufacturing facility located at Mysore, Karnataka. c) Water/Wastewater Treatment : This business segment operates from Noida, Uttar Pradesh and provides engineered to order process equipment and comprehensive solutions in the water and wasterwater management. (ii) The 'Other Operations' mainly include operations of Retail Stores at various rural and semi-urban locations pursued by Triveni Turbine Ltd. (Formerly known as Triveni Retail Ventures Limited ),a wholly owned subsidiary and trading of various packaged fast moving consumer goods (under the Group's brand name), including sugar.other subsidiaries have not yet commenced business. (iii) There are no geographical segments as the volume of exports is not significant and the major turnover of the Group takes place indigenously. There is no major reliance on a few customers or suppliers. (iv) Inter-segment transfer are priced based on competitive market prices or determined to yield a desired margin or agreed on a negotiated basis. These are then eliminated on consolidation. (v) Segment result is the segment revenue less segment expenses. Segment expenses include all expenses directly attributable to the segments and portion of the enterprise expenses that can be allocated on a reasonable basis to the segments. Interest expense is not included in segment expenses and accordingly, segment liabilities do not include any corresponding borrowings. (vi) Segment results of previous year excludes off-setting impact of changes pertaining to earlier years in Sugar and Co-generation segments pursuant to revision in transfer pricing between them.

136 schedules R Subsidiary Companies Triveni Upper Bari Power Triveni Triveni Energy Turbine Ltd Generation Ltd Engineering Ltd Systems Ltd R R R R R R R R R Dhruv M. Sawhney Lt.Gen.K.K.Hazari (Retd) Geeta Bhalla Suresh Taneja

137 consolidated R For the Year Ended A. CASH FLOW FROM OPERATING ACTIVITIES Profit before Tax , Operating Profit before Working Capital changes 2, , Changes in Working Capital Net Changes in Working Capital (2,305.50) 1, Cash Flow from Operating Activities , B. CASH FLOW FROM INVESTMENT ACTIVITIES Net Cash Flow in Investment Activities (521.35)

138 consolidated R For the Year Ended C. CASH FLOW FROM FINANCING ACTIVITIES Net Cash Flow used in Financing Activities (171.87) (4,771.83) Net Increase/ (Decrease) in Cash & Cash Equivalents (90.38) Opening Cash & Cash Equivalents Closing Cash & Cash Equivalents Cash & Cash Equivalents as per Schedule 9 of Balance Sheet J.C.Bhalla & Company Sudhir Mallick Dhruv M. Sawhney Lt.Gen.K.K.Hazari (Retd) Geeta Bhalla Suresh Taneja