Key Resolutions for Shareholder Approval

1. Appointment of Mr. Tarun Sawhney as Managing Director

  • Resolution Type: Special Resolution
  • Designation: Vice Chairman & Managing Director
  • Term: 5 years from July 28, 2026 to July 27, 2031
  • Remuneration Details:
  • Monthly Salary: ₹11,00,000 with annual increments
  • Housing: Leased accommodation up to 60% of salary or HRA at 60% of salary
  • Medical reimbursement for self and family including foreign treatment
  • Leave travel assistance, insurance coverage, provident fund, gratuity
  • Two club memberships, two cars with chauffeur
  • Communication facilities, office space at residence
  • Performance bonus/commission as decided by Board
  • Overall cap: ₹15 crore per annum excluding retiral benefits

2. Approval of Material Related Party Transactions

  • Resolution Type: Ordinary Resolution
  • Transactions for FY2026-27:
  • With Triveni Turbine Limited: ₹110 crore (sale of gearboxes, spare parts, services)
  • With Triveni Engineering & Industries Limited: ₹311 crore (sale of goods/services, corporate services, transitional demerger transactions)
  • With KMPs/SMPs: ₹16 crore (remuneration)
  • With Non-Executive Directors: ₹1 crore (sitting fees, commission)
  • Rationale: Essential for business continuity post-demerger, ordinary course of business, arm's length basis
  • Materiality: All transactions considered material as company had no turnover in previous financial year

3. Appointment of Secretarial Auditor

  • Resolution Type: Ordinary Resolution
  • Firm: M/s. Sanjay Grover & Associates, Practicing Company Secretaries
  • Term: 5 consecutive years from FY2026-27 to FY2030-31
  • Fees: ₹2.25 lakh per financial year plus applicable taxes and out-of-pocket expenses
  • Firm Registration: P2001DE052900 (Peer review no. 7853/2026)

Postal Ballot Process Details

  • Cut-off Date: October 23, 2026
  • E-voting Period: November 3, 2026 (10:00 AM IST) to December 2, 2026 (5:00 PM IST)
  • Service Provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: Mr. Suresh Gupta, Proprietor of M/s Suresh Gupta & Associates
  • Result Declaration: On or before December 4, 2026

Background Context

  • Company formed through demerger of Power Transmission Business from Triveni Engineering and Industries Limited
  • Composite Scheme of Arrangement sanctioned by NCLT Allahabad Bench on May 7 & 18, 2026, effective May 19, 2026
  • Demerger Appointed Date: April 1, 2026
  • Company listed on BSE and NSE effective October 12, 2026

Financial Impact

  • MD remuneration capped at ₹15 crore annually
  • Related party transactions totaling ₹438 crore for FY2026-27
  • Secretarial audit fees: ₹2.25 lakh per annum
  • All financial impacts are explicitly quantified in the disclosure

Voting Instructions

  • Remote e-voting through NSDL platform
  • Physical copies not being sent to members
  • Members with unregistered email addresses must submit Form ISR-1 to KFin Technologies
  • Institutional shareholders must submit board resolutions/authority letters

Documents Available for Inspection

  • All material documents available at registered office and corporate office
  • Electronic inspection available by email request to shares.tptl@trivenigroup.com
  • Documents also available on company website and stock exchange websites

#Tags: #TriveniPowerTransmission #PostalBallot #SEBIDisclosure #RelatedPartyTransactions #ManagementAppointment #RegulatoryCompliance #FinancialUpdate #Neutral