Triveni Engineering & Industries Ltd

Triveni Engineering & Industries Ltd – Closure of Trading Window

Scheme context

• Composite Scheme among Sir Shadi Lal Enterprises, Triveni TEI, and Triveni Power Transmission; NCLT sanction May 2026.
• Amalgamating company merged into amalgamated; dissolved.

Share exchange and entitlements

• Exchange ratio: 100:137; record date: 3 June 2026.
• 6,064 shareholders entitled to fractional entitlements.
• 4,308 shares allocated to Trustee Demat Share Escrow Account.

Proceeds distribution

• Distribution of fractional sale proceeds completed on 9 Sep 2026.
• Net proceeds ₹12,24,787 after ₹598 TDS.
• Gross proceeds ₹12,25,385; net after taxes and expenses.
• Proceeds distributed in proportion to each fractional entitlement.

Approvals and compliance

• NCLT orders dated May 7 and May 18, 2026; effective May 19, 2026.
• Audit Committee and Independent Directors certify distribution under SEBI Master Circular.

Stakeholder impact

• Shareholders receive proceeds; creditors unaffected beyond scheme alignment.

Status and next steps

• Distribution completed; no further actions indicated.

Scheme outcome and fractional entitlement distribution

• NCLT sanctioned the composite scheme merging the amalgamating entity into the amalgamated entity, effective May 19, 2026.
• Share exchange ratio for the amalgamating and amalgamated entities was 100:137.
• On record date June 3, 2026, shareholders received 100:137 exchange; June 9 allotment occurred.
• Fractional entitlements totaling 6,064 shareholders were settled via 4,308 shares credited to escrow.
• Audit Committee and Independent Directors certify distribution of fractional proceeds per scheme.
• Distribution net proceeds: INR 12,24,787; gross proceeds: INR 12,25,385; distribution completed Sep 9, 2026.
• Amalgamating company dissolved; amalgamated company remains as the continuing entity.
• NCLT orders cited were May 7 and May 18, 2026.

AGM Details

• The 90th AGM was held on 7 September 2026 at 11:00 IST via VC/OAVM.
• Cut-off date for voting eligibility was 31 August 2026.
• Remote e-voting was from 3–6 September 2026; voting at AGM conducted via e-voting.

Resolutions & Outcomes

• Adoption of audited financial statements for FY 2025-26; ordinary resolution passed.
• Interim dividend of Rs 150 per share paid; final dividend Rs 1.25 per share proposed; ordinary resolution passed.
• Re-appointment of Tarun Sawhney as director by rotation; ordinary resolution passed.
• Ratification of remuneration payable to the cost auditor; ordinary resolution passed.
• Special resolution to pay directors' commission for five years; passed.
• Special resolution to revise Tarun Sawhney's remuneration through Sep 2028; passed.
• Appointment of Vivek Viswanathan as director by rotation; ordinary resolution passed.
• Appointment of Vivek Viswanathan as Whole-time Director for five years; ordinary resolution passed.

Directors & Management

• Tarun Sawhney reappointed; Vivek Viswanathan appointed as director and as WTD.

Auditors & Related Parties

• Cost auditor appointed for FY 2026-27; remuneration ratified.

Other Material Approvals

• No material related-party transactions disclosed; no other material approvals noted.

AGM Details

• Date: 7 September 2026; Time: 11:00 IST.
• Mode: Video Conferencing for the AGM.
• Voting cut-off: 31 August 2026 for e-voting.
• Attendance: 155 members (including 9 promoters) attended.
• Remote e-voting window: 3–6 September 2026.

Key Resolutions

• Adoption of Audited Financial Statements for year ended 31 March 2026.
• Interim dividend Rs 1.50 and final dividend Rs 1.25 per share.
• Re-appointment of Tarun Sawhney as Director liable to retire by rotation.
• Remuneration payable to Cost Auditor for FY 2026-27 ratified.
• Payment of commission to Non-Executive Directors for five years.

Dividend

• Final dividend Rs 1.25 per share approved; interim Rs 1.50 paid.

Director Changes

• Tarun Sawhney re-appointed as Director.

Auditor Appointments

• Cost Auditor remuneration ratified for FY 2026-27.

Voting Results

• Consolidated voting results and Scrutinizer report to be uploaded on company and stock exchange websites.

AGM details

• Held on 7 September 2026 at 11:00 IST via video conferencing.
• Remote e-voting window opened 3 September to 6 September 2026; cut-off 31 August 2026.
• Insta-poll voting conducted for 15 minutes at meeting.

Key resolutions

• Adopt audited financial statements for FY ended March 2026.
• Confirm interim dividend already paid and declare final dividend for FY 2026.
• Re-appoint Tarun Sawhney as director liable to retire by rotation.
• Ratify remuneration payable to the Cost Auditor for FY 2026-27.
• Authorize payment of commission to non-executive directors for five-year period.

Voting results

• No outcome details provided in the filing.

Dividend

• Interim dividend already paid; final dividend proposed/declared for FY26.

Director changes

• Re-appointment of Tarun Sawhney as director.

Auditor appointments

• Remuneration of Cost Auditor ratified for FY 2026-27.

Overview

• Standalone BRSR FY2025-26; disclosures cover 99.99% of TEIL's consolidated turnover.
• Main activities: Sugar, Distillery (ethanol/ENA/IMFL), Water EPC, Power Transmission.
• Seg turnover shares: Sugar 51.38%; Distillery 37.83%; Water 3.52%; Gears 4.45%.
• NCLT order May 18, 2026; Sir Shadi Lal Enterprises amalgamated into TEIL.
• Certifications: ISO 9001/14001/45001; Bonsucro for select sugar units; FSSC 22000/BRCGS/SEDEX.

Key ESG Risks & Opportunities

• Climate risk in sugar supply; climate-resilient varieties and varietal substitution.
• Water management focus; ZLD in distilleries; water reuse for irrigation.
• Supply chain governance; Supplier Code of Conduct; farmer outreach programs.
• Safety performance; zero LTIFR and zero recordable injuries across year.
• Product labeling and compliance; FSSAI standards; Bonsucro support for market access.
• Cybersecurity and data privacy; TEIL policy; Momentum India assessment for readiness.
• Product/process innovation; AI-based agri-advisory; ongoing R&D in cane and PTB.

Governance & Policy Highlights

• Board/Executive oversight for ESG; ESG Policy, Environmental Policy; Supplier Code; governance committees.
• Policies include anti-bribery, whistleblower, human rights; policy web links provided.
• No material fines or penalties against directors/KMPs; minor penalties disclosed as not material.
• SSEL amalgamation integrated; BRSR covers TEIL post-acquisition.
• External assurance: Momentum India reviewed policies for readiness.
• Highest authority: Vice Chairman & MD; dedicated ESG/sustainability committee in place.

Social Responsibility & Workforce

• Total workforce: 1,270 employees; 3,904 workers; 12.5% board female representation; 33.3% KMP female.
• PF and Gratuity coverage for all; ESI coverage for workers; health and retirement benefits.
• Grievance mechanisms: whistleblower, grievance redressal; Works Committees across units.
• CSR focus includes healthcare, education, soil health; thousands benefited (e.g., 11,637 patients; 2,021 students).
• Farmer outreach and training through Cane Dept; AI-based advisory and demonstration plots.

Environmental Performance

• GHG emissions: Scope 1 47,477 t CO2e; Scope 2 4,709 t CO2e; Scope 3 479,158 t CO2e.
• Emissions intensity: 0.00000068 MT CO2e per rupee turnover; 0.000014 PPP; 0.43 MT CO2e per tonne sugar.
• Total energy ~24.9 million GJ; sugar unit energy intensity 20.49 GJ/tonne.
• ZLD implemented in distilleries and PTB; sugar units focus on reducing water discharge.
• Waste: total 484,151 MT; plastics 1,533.88 MT; E-waste 6.02 MT; hazardous waste 15.03 MT.
• Certifications: ISO 9001/14001/45001; FSSC 22000; Bonsucro for two units; EPR compliance.

Stakeholder Engagement & Complaints

• Key stakeholders: investors, government, suppliers, media, employees, NGOs, farmers.
• Engagement channels: AGM, website, email, reports; ongoing frequency; topics include performance, risks, governance.
• Customer complaints: 193 filed; 59 pending; issues in process of resolution.
• Shareholder complaints: 8 filed; all resolved; grievance redress mechanisms in place.
• Community/farmer engagements and CSR alignment with stakeholder feedback.

Other Notable Metrics

• Exports: 1.45% of total turnover; significant domestic focus.
• Inputs sustainability: 47.47% of non-farmer inputs sustainably sourced; 98.42% inputs from India.
• MSME input share: 64.69%; supplier Code of Conduct training/audit programs for suppliers.
• R&D/Capex: Cane development ~₹10.46 crore; energy/conservation capex across Water group ₹1.612 crore.
• CSR turnover: ~₹76.2 billion; Net worth: ₹32.14 billion; multiple sustainability certifications across divisions.

Financial performance

• Consolidated revenue ₹6,290.5 cr; up 10.6% YoY.
• Consolidated EBITDA ₹623.8 cr; up 16.9% YoY.
• Consolidated PAT ₹268.71 cr; up 12.8% YoY.
• Closing order book ₹1,503 cr as of 31-Mar-2026.

Strategic actions

• Composite Scheme of Arrangement approved; SSEL amalgamated with TEIL.
• Power Transmission demerged into TPTL; TEIL to hold ~30% post-demerger.

Capital structure & liquidity

• Debt-to-equity ratio 0.65x.
• Debt service ratio 2.40x.
• Current ratio 1.49.

Governance & ESG

• Board independence 62.5%.