Sir Shadi Lal Enterprises Ltd

Scheme overview

• Composite scheme combines amalgamation and demerger among three listed public companies.
• One company merges into another, while a business undertaking is demerged into a third company.

Purpose

• Scheme aims to consolidate businesses and separate the PTB undertaking into a focused entity.
• It also transfers related assets, liabilities, employees, and tax attributes under the restructuring.

Key terms

• Amalgamation appointed date is 1 April 2025; demerger appointed date is 1 April 2026.
• Amalgamating company is a subsidiary holding 61.77% owned by the amalgamated company.
• Resulting company is a wholly owned subsidiary of the demerged company.
• Scheme was sanctioned by NCLT; shareholder and creditor meetings approved it.
• Transaction is between related parties within the same group.

Financial impact

• Amalgamation ratio: 100 shares of the amalgamated company for every 137 shares held.
• Demerger ratio: 1 share of the resulting company for every 3 shares held.
• Amalgamating company will be dissolved without winding up after effectiveness.
• Intercompany shares and preference shares will be cancelled without consideration.
• Authorised share capital of the amalgamating company will merge into the amalgamated company.

Stakeholder impact

• Employees of the amalgamating company transfer to the amalgamated company without service interruption.
• Employees of the demerged undertaking transfer to the resulting company on similar terms.
• All proceedings, claims, and tax liabilities transfer to the surviving entities.
• Existing incentives, concessions, and tax benefits move with the transferred undertaking, where permitted.

Status and next steps

• NCLT sanctioned the scheme on 7 May 2026; company received certified copy on 13 May 2026.
• Company noted an inadvertent discrepancy in the order and plans rectification.
• Surviving entities must file modified tax returns and complete ROC filings after effectiveness.

Financial Performance 📊

• Q3 revenue from operations ₹7,805.05 lakhs, up 37.6% YoY from ₹5,671.35 lakhs.
• 9M revenue from operations ₹26,635.84 lakhs, up 51.6% YoY from ₹17,568.34 lakhs.
• Q3 loss before tax ₹2,495.75 lakhs vs. loss of ₹1,912.93 lakhs YoY.
• 9M loss before tax ₹4,992.45 lakhs vs. loss of ₹3,454.97 lakhs YoY.
• Q3 loss after tax ₹1,699.37 lakhs vs. loss of ₹1,453.37 lakhs YoY.
• 9M loss after tax ₹3,569.95 lakhs vs. loss of ₹5,657.13 lakhs YoY (improved).

Segment Performance 🏭

• Sugar segment Q3 revenue ₹7,797.63 lakhs, up from ₹5,544.04 lakhs YoY; segment loss ₹1,266.77 lakhs.
• Distillery segment Q3 revenue ₹7.42 lakhs; operations suspended since 2024-25 due to major repairs.

Expenses & Costs 🧾

• Total Q3 expenses ₹10,488.77 lakhs vs. ₹7,874.78 lakhs YoY, driven by material and finance costs.
• Finance costs rose to ₹875.84 lakhs in Q3 from ₹354.53 lakhs YoY.
• Employee benefits expense ₹782.06 lakhs in Q3, up from ₹639.72 lakhs YoY.
• Exceptional expense of ₹140 lakhs in Q3 related to new Labour Codes impact.

Balance Sheet & Other Metrics 💰

• Total assets ₹27,907.55 lakhs as of Dec 31, 2025 vs. ₹17,726.97 lakhs YoY.
• Deferred tax assets increased to ₹5,702 lakhs as of Dec 31, 2025 from ₹4,297.95 lakhs as of Mar 31, 2025.
• Basic and diluted EPS for 9M at -₹68.00 per share vs. -₹107.75 per share YoY.
• Other comprehensive income net of tax positive ₹54.87 lakhs for 9M ended Dec 31, 2025.
• Total comprehensive loss for 9M ₹3,515.08 lakhs vs. loss of ₹5,713.12 lakhs YoY (improved).

Corporate Actions & Risks 📍⚠️

• Board approved Composite Scheme for amalgamation of SSEL into Triveni Engineering & Industries Limited.
• Scheme approved by shareholders and creditors Nov 30, 2025; NCLT hearing scheduled Feb 5, 2026.
• Going concern supported by TEIL’s technical and financial backing; limited review audit with unmodified opinion.
• Distillery operations remain suspended pending major repairs; no revenue contribution in current period.
• Company continues to recognize deferred tax assets based on expected future profitability and scheme of arrangement.

Financial Performance

• Unaudited standalone results approved for Q3 and 9 months ended December 31, 2025.
• Total income for 9M ended Dec 31, 2025 was ₹27,090.47 lakhs; net loss after tax was ₹3,569.95 lakhs.
• Basic and diluted loss per share for 9M ended Dec 31, 2025 was ₹68.00.
• Exceptional expense of ₹140 lakhs recognized due to impact of new Labour Codes.
• Deferred tax assets of ₹5,702 lakhs recognized as of Dec 31, 2025, reflecting unabsorbed losses and depreciation.

Segment Performance

• Sugar segment revenue for 9M was ₹26,628.42 lakhs with a loss of ₹1,574.48 lakhs.
• Distillery segment revenue was ₹7.42 lakhs with a loss of ₹605.25 lakhs; operations suspended pending repairs.

Corporate Actions

• Board approved Composite Scheme for amalgamation of Sir Shadi Lal Enterprises Limited into TEIL and demerger of TEIL’s PTB Undertaking into Triveni Power Transmission Limited.
• Scheme approved by shareholders and creditors on November 30, 2025; NCLT hearing scheduled for February 5, 2026.

Auditor Remarks ️

• Statutory auditors issued unmodified limited review opinion.
• Auditors noted reliance on holding company TEIL’s support for going concern basis.
• Recognition of deferred tax assets noted with uncertainty due to past losses; management expects future profitability and scheme benefits.

Governance & Compliance

• Financials prepared on going concern basis supported by holding company’s technical and financial assistance.
• No changes in directors, auditors, or key management personnel reported.

🗓️ Meeting Details

• Board meeting scheduled for January 29, 2026.

📊 Financial Performance

• Approval of Q3 and nine months unaudited financial results for period ending December 31, 2025.
• Limited review report for the period ending December 31, 2025, to be considered.

Scheme Overview

• Composite Scheme of Arrangement involving merger and amalgamation of three related companies.
• Two companies to be amalgamated into a third resulting company sharing the same registered office.

Purpose and Rationale

• Restructure group entities through amalgamation for operational and strategic consolidation.

Transaction Details

• Amalgamation of two companies into one resulting company under a composite scheme.
• Related party transaction among group entities.
• Petition filed with NCLT Allahabad Bench; hearing scheduled for February 2026.

Financial Impact

• Share exchange ratio and capital structure changes not disclosed; pending scheme sanction.

Status and Next Steps ️

• Petition filed and notice published; awaiting NCLT sanction and stakeholder approvals.
• NCLT hearing scheduled for February 2026; stakeholders may submit support or opposition before then.