The Board of Directors of Triveni Glass has approved the continuation of Ishwar Chandra Agarwal and Smt. Manju Agarwal as Independent Directors beyond the age of 75. The decision, taken on July 28, 2026, allows both directors to complete their respective five-year terms, ensuring stability in the company’s governance structure. Both appointments are subject to shareholder approval through special resolutions.

This move leverages Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which permits the re-appointment of independent directors who have attained 75 years of age, provided they are fit and willing to continue. The Board acted on the recommendations of the Nomination and Remuneration Committee. Tanushree Chatterjee, Company Secretary & Compliance Officer, digitally signed the disclosure filed with BSE Limited.

Appointment Details

Governance and Compliance

The disclosure was made under Regulation 30 of the SEBI (LODR) Regulations, 2015, read with SEBI circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024. Triveni Glass confirmed that neither director is debarred from holding office by any SEBI order or other authority. The filing also states that both directors are not related to any existing directors of the company.

Ishwar Chandra Agarwal brings over 45 years of experience in environmental and civil engineering, having served on expert committees for the Ministry of Environment and Forests and the Ganga Project Directorate. His current term concludes on June 20, 2027, with the new approval extending his tenure seamlessly to June 20, 2032.

Smt. Manju Agarwal will continue until March 18, 2031, completing her second consecutive five-year term. Her appointment ensures continuity in the Board’s independent oversight as she attains the age of 75 next year.

Triveni Glass Limited has secured Board approval for two related party transactions (RPTs) with Uttar Pradesh Safety Glass Works Private Limited (USGWPL), subject to shareholder ratification at the ensuing Annual General Meeting (AGM). The agreements, which come into effect on October 1, 2026, involve the supply of materials and the lease of a motor vehicle, marking a strategic move to monetize non-operational assets while the company remains inactive in its core glass manufacturing business.

The first transaction involves the supply of items, including metal and wood generated from the company’s factory premises, to USGWPL. This arrangement is capped at an aggregate value of ₹15 lakh per annum for a duration of five years. The second agreement entails leasing a motor vehicle without an operator to USGWPL for ₹10,000 per month plus applicable GST, also for a five-year term. Both transactions were cleared by the Audit Committee on July 28, 2026, and disclosed under Regulation 30 of the SEBI (LODR) Regulations, 2015.

Transaction Details and Related Party Link

USGWPL is identified as part of the promoter group of Triveni Glass Limited, holding 57,275 equity shares, which constitutes 0.45% of the total shareholding. The company notes that USGWPL is engaged in the hotel, food, and restaurant business. A conflict of interest exists regarding these transactions: Mr. J.K. Agrawal is an interested director, as his wife, Meeta Agrawal, serves as a director in USGWPL. Consequently, Mr. Agrawal recused himself from the deliberations and voting on these matters.

The company justified these RPTs as being in its best interest, stating they enable the leverage and utilization of company assets that would otherwise remain idle. Given that Triveni Glass has zero annual turnover and is dependent on indirect income sources, the company classified both transactions as material.

Financial Context and Governance

These approvals follow Triveni Glass’s Q1FY27 results, where the company reported a net profit of ₹15.83 lakh, turning positive from a loss of ₹6.95 lakh in the same quarter of FY26. This profitability was driven entirely by other income, specifically a ₹53.77 lakh gain from the sale of fixed assets, as revenue from operations remained nil. The Board also previously approved the reappointment of Independent Directors Ishwar Chandra Agarwal and Manju Agarwal for a second five-year term, noting their continuation past the age of 75 under Regulation 17(1A) of the SEBI (LODR) Regulations, 2015.

What the Numbers Show

The approval of these related party transactions highlights Triveni Glass’s ongoing strategy to generate cash flow through asset monetization rather than core operations. With no operational revenue, the company relies on leveraging its physical assets—such as factory by-products and vehicles—to sustain liquidity. The involvement of promoter-linked entities in these deals underscores the interconnectedness of the group’s assets, allowing for internal recycling of resources while maintaining compliance through rigorous disclosure and shareholder approval processes.