Independent Auditor's Report

Nature of the Disclosure

This document is the Independent Auditor's Report on the Interim Condensed Consolidated Financial Statements of Triveni Power Transmission Limited and its subsidiary for the quarter ended June 30, 2026, prepared in accordance with Indian Accounting Standard (Ind AS) 34.

Auditor's Opinion

SS Kothari Mehta & Co. LLP, Chartered Accountants (Firm Regn. No. 000756N/N50041), issued an unmodified audit opinion. They concluded that the financial statements give a true and fair view of the Group's state of affairs as of June 30, 2026, and its profit, cash flows, and changes in equity for the quarter ended on that date, in conformity with Ind AS 34.

Emphasis of Matter

The auditors drew attention to Note 35 regarding the Composite Scheme of Arrangement. The Scheme, approved by the Hon'ble NCLT, became effective on May 19, 2026. It involved:

  • The amalgamation of Sir Shadi Lal Enterprises Limited with Triveni Engineering & Industries Limited (TEIL) effective April 1, 2025.
  • The demerger of the Power Transmission Business (PTB) undertaking from TEIL and its vesting in Triveni Power Transmission Limited (the Holding Company) effective April 1, 2026.
  • The Holding Company accounted for the vesting using the Pooling of Interest method per Ind AS 103.
  • Figures for comparative periods have been restated as if the demerger occurred from the beginning of the previous year (April 1, 2025).

The auditor's conclusion is not modified in respect of this matter.

Key Financial Figures (₹ in thousands)

Balance Sheet (as at June 30, 2026)

  • Total Assets: ₹ 5,988,459.51
  • Non-Current Assets: ₹ 2,960,167.78
  • Property, Plant & Equipment: ₹ 2,758,624.34
  • Capital Work-in-Progress: ₹ 98,432.03
  • Current Assets: ₹ 3,028,291.73
  • Inventories: ₹ 670,413.68
  • Trade Receivables: ₹ 1,378,990.16
  • Cash and Cash Equivalents: ₹ 463,084.45
  • Total Equity: ₹ 4,655,099.98
  • Equity Share Capital: ₹ 62,600.00 (31,300,000 shares of ₹ 2 each)
  • Other Equity: ₹ 4,592,499.98
  • Total Liabilities: ₹ 1,333,359.53
  • Non-Current Liabilities: ₹ 300,996.91
  • Current Liabilities: ₹ 1,032,362.62

Statement of Profit and Loss (for the quarter ended June 30, 2026)

  • Revenue from Operations: ₹ 1,108,210.49
  • Sale of Products: ₹ 304,737.52
  • Sale of Services: ₹ 88,775.00
  • Long-duration construction & supply contract revenue: ₹ 715,197.47
  • Profit Before Tax: ₹ 195,079.15
  • Total Tax Expense: ₹ 49,437.00
  • Current Tax: ₹ 43,409.00
  • Deferred Tax: ₹ 6,028.00
  • Profit for the Period: ₹ 145,642.15
  • Other Comprehensive Income (net of tax): ₹ 3,046.02
  • Total Comprehensive Income for the Period: ₹ 148,688.17
  • Earnings Per Share (EPS): ₹ 1.39 (basic and diluted, not annualized)

Cash Flow Statement (for the quarter ended June 30, 2026)

  • Cash Generated from Operations: ₹ 249,758.11
  • Income Tax Paid: (₹ 42,708.06)
  • Net Cash Inflow from Operating Activities: ₹ 207,050.05
  • Net Cash Outflow from Investing Activities: (₹ 2490.00)
  • Purchase of PPE & Intangibles: (₹ 113,717.36)
  • Net Cash Outflow from Financing Activities: (₹ 3,421.39)
  • Repayment of borrowings: (₹ 4,185.39)
  • Net Increase in Cash and Equivalents: ₹ 206,118.66
  • Cash and Equivalents at Period End: ₹ 463,084.45

Details of the Composite Scheme of Arrangement (Note 35)

  • Effective Date: The Scheme was filed with the RoC, Uttar Pradesh, on May 19, 2026.
  • Appointed Date for Demerger: April 1, 2026.
  • Consideration: The Company issued 73,454,338 equity shares (face value ₹ 2 each) to the shareholders of TEIL as of the record date (July 22, 2026) in the ratio of 1 equity share of TPTL for every 3 equity shares of TEIL.
  • Impact: TEIL's shareholding in the Company was reduced to 29.88%, converting TPTL from a wholly-owned subsidiary to an associate of TEIL.
  • Accounting: The vesting was accounted for using the Pooling of Interest method. The net assets (assets minus liabilities and specific reserves) of the PTB undertaking were transferred at a carrying value of ₹ 4,452,765.59. The difference between this value and the nominal value of shares issued (₹ 146,908.68) was recognized as a Capital Reserve of ₹ 4,305,856.91.

Other Material Disclosures

  • Related Party Transactions: Significant transactions were noted with Triveni Engineering & Industries Limited (₹ 195,045.60 - sales) and Triveni Turbine Limited (₹ 128,929.80 - sales).
  • Segment Information: The Company operates as a single reportable segment. A significant portion of revenue (₹ 606,040.00) was derived from within India.
  • Contingent Liabilities: The management concluded there were no material contingent liabilities or contingent assets as of the reporting date.
  • Fair Value Hierarchy: All financial instruments measured at fair value (primarily foreign exchange forward contracts totaling ₹ 903.28 in assets and ₹ 224.14 in liabilities) were classified within Level 2 of the fair value hierarchy.

Financial Impact

The financial statements fully incorporate the effects of the demerger, significantly altering the scale of the Company's operations compared to if it were a standalone entity. The financial impact of the demerger is embedded in all reported figures, which are now presented on a consolidated basis including the PTB undertaking for both the current and comparative periods. The issuance of shares for the demerger increased equity share capital and created a large capital reserve.