Triveni fixes June 3 record date for SSEL shareholders

Triveni Engineering & Industries has announced June 3, 2026, as the record date to determine the eligibility of shareholders of Sir Shadi Lal Enterprises Limited (SSEL) for receiving equity shares. This decision follows the effectiveness of the composite scheme of arrangement on May 19, 2026, which resulted in the amalgamation of SSEL with the company.

The scheme involves Triveni Engineering & Industries Limited, SSEL, and Triveni Power Transmission Limited (TPTL). Under the terms of the arrangement, SSEL, a subsidiary of Triveni Engineering, stands amalgamated with the parent entity. Consequently, the equity shareholders of the amalgamating company are entitled to receive shares of Triveni Engineering.

Share Exchange Ratio

The issuance of shares is subject to a specific exchange ratio approved under the scheme. For every 137 equity shares of INR 10 each held in SSEL, shareholders are entitled to receive 100 equity shares of INR 1 each in Triveni Engineering. These shares will be credited as fully paid-up without any application or action required from the shareholders.

Parameter Details Record Date June 3, 2026 Scheme Effective Date May 19, 2026 SSEL Face Value INR 10 Triveni Face Value INR 1 Exchange Ratio 137 SSEL shares : 100 Triveni shares

The eligibility of SSEL shareholders to receive these equity shares will be determined based on their holdings on the record date. The company has requested shareholders to take note of the information for their records.

The National Company Law Tribunal (NCLT), Allahabad Bench, has issued a rectification order dated May 18, 2026, regarding the composite scheme of arrangement involving triveni engineering & industries , Sir Shadi Lal Enterprises Limited, and Triveni Power Transmission Limited. The tribunal modified the previous order dated May 7, 2026, to address specific errors related to the dissolution of the amalgamating company and the compliance requirements of the resulting company.

Rectification Details

The tribunal allowed the application seeking rectification of the order passed in the second motion petition. The key modifications include the deletion of directions in paragraph 24 sub-paragraphs (vii) and (viii) of the original order. These directions were found to be inconsistent with Clause 4.11.2 of the scheme, which stipulates that existing equity shares held by the applicant company or the demerged company will continue to be held by the resulting company.

Furthermore, the order was rectified to clarify that "Applicant Company No. 2" (Sir Shadi Lal Enterprises Limited) will stand dissolved upon the scheme becoming effective. Consequently, the authorized share capital of the dissolved company will not be enhanced, nor will it be required to pay fees. The tribunal directed that references to the authorized capital enhancement in the original order pertain to Applicant Company No. 1 (Triveni Engineering & Industries Limited).

Statutory Compliances

The rectification also addressed the filing requirements for the resulting company. The tribunal deleted the phrase requiring Applicant Company No. 3 (Triveni Power Transmission Limited) to file revised memorandum and articles of association with the Registrar of Companies. It was noted that there is no enhancement in the authorized capital of the resulting company upon the demerger of the PTB undertaking, and therefore, no alteration to its memorandum is required.

The composite scheme provides for the amalgamation of Sir Shadi Lal Enterprises Limited with Triveni Engineering & Industries Limited and the demerger of the PTB undertaking into Triveni Power Transmission Limited. The scheme is binding on all shareholders and creditors with effect from the Amalgamation Appointed Date and Demerger Appointed Date, both fixed as April 1, 2025.

Share Exchange Summary

Company Ratio Share Details Sir Shadi Lal Enterprises Limited 137:100 137 shares of INR 10 for 100 shares of INR 1 Triveni Engineering & Industries Limited 3:1 3 shares of INR 1 for 1 share of INR 2

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