Triveni Engineering & Industries Limited (TEIL) disclosed a material update regarding the Composite Scheme of Arrangement among TEIL, Sir Shadi Lal Enterprises Limited (SSEL), and Triveni Power Transmission Ltd (TPTL) and their respective shareholders under Sections 230-232 of the Companies Act, 2013.

The disclosure was made pursuant to observation letters from NSE (No. NSE/L1ST/46129 dated August 11, 2025) and BSE (No. DCS/AMALINB/R37/3734/2025-26 dated August 07, 2025), requiring TEIL to disclose material information about TPTL on a continuous basis under Regulation 30 and Part A of Schedule III to SEBI Listing Regulations, 2015, and Master Circular No. HO/491/14(7)2025-CFD-POD2/1/3762/2026 dated January 30, 2026.

Key Board Decisions of TPTL (July 28, 2026 Meeting)

1. Share Allotment and Status Change

  • Allotment of 7,34,54,338 (Seven Crore Thirty Four Lakh Fifty Four Thousand Three Hundred Thirty Eight) fully paid-up equity shares of ₹2 each to eligible shareholders of Triveni Engineering & Industries Limited as on record date of July 22, 2026
  • Share entitlement ratio as specified in the Scheme
  • Consequently, TPTL ceased to be a subsidiary and became an associate of TEIL

2. Internal Auditor Appointment

  • Appointment of Ernst & Young (EY) as Internal Auditor for Financial Year 2026-27
  • Based on recommendation of the Audit Committee
  • EY profile: Global leader in assurance, tax, transaction, and advisory services with expertise in risk management, control, and governance processes

3. Policy Adoption

  • Adopted certain policies to comply with Companies Act, 2013 and SEBI Listing Obligations and Disclosure Requirements Regulations, 2018
  • Policies adopted given that TPTL is proposed to be listed pursuant to the Scheme

4. Director Resignations

  • Mrs. Geeta Bhalla (DIN: 02561368) resigned as Director effective closure of business hours on July 28, 2026
  • Mr. Suresh Taneja (DIN: 00028332) resigned as Director effective closure of business hours on July 28, 2026
  • Both resignations due to implementation of the Composite Scheme of Arrangement and consequent reconstitution of the Board

5. Key Managerial Personnel Appointments (effective July 28, 2026)

Mr. Dhruv M. Sawhney (DIN: 00102999)

  • Appointed as Chairman of the Board (Non-Executive Chairman)

Mr. Tarun Sawhney (DIN: 00382878)

  • Appointed as Managing Director (designated as Vice Chairman & Managing Director)
  • Key Managerial Personnel for period of five years
  • Subject to approval of shareholders
  • Profile: Vice Chairman and Managing Director of Triveni Engineering & Industries Limited, director of Triveni Turbine Limited and Triveni Energy Solutions Limited, independent director of Centum Electronics Limited and Jagran Prakashan Limited, former president of Indian Sugar Mills Association
  • Related to Mr. Dhruv M. Sawhney (father) and Mr Nikhil Sawhney (brother), Directors of the Company
  • Not debarred from holding director office pursuant to any SEBI Order

Mr. Raman Kumar S.

  • Appointed as Chief Financial Officer & Key Managerial Personnel
  • Qualified Chartered Accountant and Commerce graduate with over 24 years experience
  • Expertise: corporate finance, taxation, budgeting, financial modelling, SAP ERP implementation
  • Previously served 13 years at Zuari Cement Ltd as Senior Manager - Finance

Mr. Rakesh Kumar Yadav

  • Appointed as Company Secretary & Compliance Officer and Key Managerial Personnel
  • Associate member of Institute of Company Secretaries of India and law graduate with over 7 years experience
  • Expertise: Companies Act 2013, SEBI Regulations, corporate governance compliances
  • Previously served as company secretary and compliance officer of Sir Shadi Lal Enterprises Ltd

6. Senior Management Personnel Designations (effective July 28, 2026)

Nine individuals designated as Senior Management Personnel:

1. Mr. M S Shankar - Vice President - Manufacturing

  • Bachelor of Engineering, Master of Engineering Management from University of Mysore
  • 36+ years industrial manufacturing experience
  • Leads Machine Shop, Assembly & Testing, Maintenance, PPC, and Sub-Contract functions

2. [Name not specified] - Vice President - Aftermarket Business

  • Mechanical Engineering graduate from NITK Surathkal
  • 35+ years leadership experience in aftermarket business
  • Heads Aftermarket Business, Marketing, Contracts & Service functions

3. Mr. D Srinivasan - Vice President - Marketing & Contracts (OEM Business)

  • Bachelor of Engineering in Mechanical Engineering from Manipal University
  • 38+ years experience including 6 years as Technical Officer in Indian Air Force
  • Leads Marketing & Contracts function for OEM Business and New Products

4. Mr. R Suresh Kumar - Vice President - Design & R&D

  • Master's degree in Mechanical Engineering
  • 36+ years experience in design and product development
  • Leads Design & R&D function across automotive drive systems, industrial machinery, and turbo gearboxes

5. Mr. Alok Kumar Verma - Chief General Manager - Supply Chain Management and Stores

  • Bachelor's degree in Mechanical Engineering and MBA
  • 34+ years supply chain and strategic sourcing experience
  • Heads Supply Chain Management and Stores functions

6. Mr. Gaddi Prabhakar - Chief General Manager - Quality Assurance

  • Bachelor's degree in Mechanical Engineering and Master of Science
  • 36+ years experience in process engineering, quality assurance, and metallurgical operations
  • Leads Quality Assurance function

7. [Name not specified] - Technology & Design Head - Defence Business

  • M.E. in Marine Engineering from University of Pune, Ph.D. in Reliability Engineering from IIT Bombay
  • 37+ years technical experience
  • Leads technology and design initiatives for Defence Business

8. Mr. Rajeev Ramakrishna - General Manager - Defence Business Development

  • M.Tech in Material Science
  • 34+ years defence sector experience
  • Leads Defence Business Development function

9. Mr. Vinodh Selvaraju - General Manager - Business Strategy & Development

  • Bachelor of Engineering in Mechanical Engineering and MBA in Finance & Operations
  • 18+ years strategic experience
  • Leads Business Strategy & Development function

Financial Impact

The share allotment of 7,34,54,338 equity shares represents a significant capital structure change, resulting in TPTL ceasing to be a subsidiary and becoming an associate of TEIL. Specific financial impact not quantified in the disclosure.