Triveni Engineering & Industries Limited (Triveni) has reached a significant milestone in its proposed Composite Scheme of Arrangement, receiving a 'No Adverse Observations' letter from the BSE Limited on August 7, 2025. This development follows closely on the heels of a 'No Objection' letter received from the National Stock Exchange of India (NSE) just a day earlier, on August 6, 2025.

Scheme Details

The Composite Scheme of Arrangement involves Triveni Engineering & Industries Limited, Sir Shadi Lal Enterprises Limited, and Triveni Power Transmission Limited. While the specifics of the scheme were not disclosed in the available information, such arrangements typically involve restructuring, mergers, or demergers among the participating companies.

Regulatory Approvals

The BSE's approval comes with 13 specific conditions that Triveni must adhere to. These conditions include:

1. Disclosure of ongoing adjudication, recovery proceedings, and enforcement actions against the company, its promoters, and directors.
2. Ensuring that additional information submitted after filing the scheme is displayed on the company's and stock exchanges' websites.
3. Compliance with SEBI circulars and proper transfer of liabilities from the Transferor Company to the Amalgamated Company.
4. Inclusion of information about unlisted companies involved in the scheme in the format specified for abridged prospectus.
5. Using financials in the scheme that are not more than 6 months old.

Next Steps

The observation letter from BSE has a validity of six months, during which Triveni must submit the scheme to the National Company Law Tribunal (NCLT). The company is required to incorporate the observations of SEBI and stock exchanges in its petition to the NCLT.

Shareholder Information

Triveni has been advised to provide additional disclosures to shareholders in the explanatory statement accompanying the resolution for scheme approval. These disclosures include:

• Details of assets, liabilities, net worth, and revenue of the companies involved, pre and post-scheme.
• Impact of the scheme on the revenue-generating capacity of the Amalgamated Company.
• Rationale for the scheme and its impact on shareholders.
• Valuation details and basis for the companies involved.

Listing of Triveni Power Transmission Limited

The listing of equity shares of Triveni Power Transmission Limited will be subject to SEBI granting relaxation under Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957, and compliance with SEBI circular requirements.

Geeta Bhalla, Group Vice President & Company Secretary of Triveni Engineering & Industries Limited, confirmed that the company will comply with all regulatory requirements and make necessary disclosures to ensure transparency throughout the process.

As the Composite Scheme of Arrangement progresses, shareholders and market observers will be keenly watching for further developments and the potential impact on the involved companies' operations and market positions.

Triveni Engineering & Industries Ltd. reported a 23% year-on-year increase in revenue for the first quarter, despite facing margin pressures across its business segments. The company's consolidated revenue reached ₹1,598.00 crore, driven by strong performance in its alcohol and sugar dispatches.

Key Financial Highlights

Segment Performance

Sugar Business

• Consolidated sugar dispatches increased by 14%
• Sugar realizations improved by 4%
• Segment profit declined by 80% to ₹7.60 crore due to higher production costs
• Gross sugar recovery fell to 10.80% from 11.49% in the previous year

Alcohol Business

• Alcohol dispatches surged by 53%
• Record quarterly alcohol production of 6.50 crore litres
• 27% of sales came from lower-margin FCI rice-based ethanol

Power Transmission Business

• Order booking increased by 15%
• Record closing order book of ₹423.00 crore, up 38% YoY

Engineering Business

• Overall engineering business order book reached ₹1,975.00 crore, representing 32% growth

Debt Position

• Stand-alone debt increased to ₹1,385.00 crore from ₹1,150.00 crore
• Consolidated gross debt rose to ₹1,688.00 crore from ₹1,280.00 crore

Management Outlook

The management expects margin improvements in the coming quarters, citing:

1. Reduced FCI rice usage in ethanol production
2. Better maize procurement strategies
3. Operational efficiencies

Corporate Updates

Triveni Engineering is awaiting regulatory approvals for:

1. Proposed amalgamation with Sir Shadi Lal
2. Demerger of Power Transmission business

The company targets completion of these corporate actions in Q1 of the next fiscal year.

Analyst Conference Call Highlights

In the recent analyst conference call, Tarun Sawhney, Vice Chairman and Managing Director, provided additional insights:

• The company is working on improving steam economies in distilleries to reduce costs
• Ethanol blending program in India is expected to expand, with potential targets of 27% blending in the future
• The defense segment of the Power Transmission business is ramping up, with a new manufacturing facility expected to be operational within this calendar year

Triveni Engineering continues to navigate challenges in its core businesses while positioning itself for future growth opportunities in the ethanol and power transmission segments.