Annual Reports of the Company for the FY26

ENGINEERING & INDUSTRIES LTD. NOTICE NOTICE is hereby given that the 90th Annual General Meeting of Members of Triveni Engineering & Industries Limited will be held on Monday, the 7th day of September, 2026 at 11:00 a.m. (IST) through Video Conferencing (‘VC”) / Other Audio Visual Means (“OAVM”) to transact the following business: ORDINARY BUSINESS: 1. Adoption of Financial Statements along with Reports of Board of Directors and Auditors thereon for the financial year ended March 31, 2026 To receive, consider and adopt the Audited Financial Statements (including Audited Consolidated Financial Statements) of the Company for the financial year ended March 31, 2026 together with the Reports of the Board of Directors and Auditors’ thereon and pass the following resolution as an Ordinary Resolution: RESOLVED THAT the Audited Financial Statements (including Audited Consolidated Financial Statements) of the Company for the financial year ended March 31, 2026 together with the Reports of the Board of Directors’ and Auditors’ thereon, as circulated to all the members of the Company and submitted to this meeting, be and are hereby approved and adopted. 2. Declaration of Final Dividend (including confirmation of Interim Dividend) for the financial year ended March 31, 2026 To confirm the payment of interim dividend of Rs.1.50 per equity share and to declare a final dividend of Rs.1.25 per equity share for the financial year ended March 31, 2026 and pass the following resolution as an Ordinary Resolution: RESOLVED THAT the interim dividend of Rs.1.50 per equity share, already paid on 21,88,97,968 fully paid equity shares of Re.1/- each of the Company for the financial year ended March 31, 2026 as per resolution passed by the Board of Directors of the Company at their meeting held on January 30, 2026 be and is hereby approved and confirmed. RESOLVED FURTHER THAT the final dividend of Rs.1.25 per equity share on 22,03,63,016 fully paid equity shares of Re.1/- each of the Company, for the financial year ended March 31, 2026 as recommended by the Board of Directors out of the profits of the Company be and is hereby declared and that the same be paid to all the eligible members of the Company. 3. Re-appointment of Mr. Tarun Sawhney (DIN: 00382878) as a Director liable to retire by rotation To re-appoint Mr. Tarun Sawhney (DIN: 00382878), who retires by rotation and being eligible, offers himself for re-appointment as a Director, liable to retire by rotation and pass the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, Mr. Tarun Sawhney (DIN:00382878), who retires by rotation at this meeting and being eligible, offers himself for re-appointment as a Director, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation. SPECIAL BUSINESS: 4. Ratification of remuneration payable to the Cost Auditors for FY 2026-27 To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactments thereof, for the time being in force), remuneration up to an amount not exceeding Rs.8.12 lakh (Rupees Eight lakh twelve thousand only) plus applicable taxes and reimbursement of out of pocket expenses payable to Mr Rishi Mohan Bansal, Cost Accountant (Firm Registration Number: 102056) appointed as Cost Auditor by the Board of Directors of the Company, to conduct the audit of the cost records of the Company’s sugar businesses (including cogeneration and distillery) for the financial year 2026-27 ending March 31, 2027, be and is hereby ratified and approved. RESOLVED FURTHER THAT the Board of Directors (including Committee thereof) of the Company be and are hereby authorized to take all such steps and generally to do all such acts, deeds, things and matters as may be considered necessary, desirable or expedient and to settle any question, difficulty or doubt that may arise for the purpose of giving effect to the above resolution. 5. Payment of commission to the Non-Executive Directors (including Independent Director) for a period of five years commencing from FY 2026-27 To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 197, 198 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 17(6)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the relevant provisions of the Articles of Association of the Company, and such other approvals as may be required, consent of the members of the Company be and is hereby accorded for the payment of remuneration by way of commission to all or any of the Directors of the Company (other than the Managing Directors and the Whole-time Directors) for a period of five years commencing from the financial year 2026-27 till the financial year 2030-31, in such proportion and manner and up to such extent as the Board or any Committee thereof may determine for each financial year. RESOLVED FURTHER THAT the total amount of commission payable to all such directors in each financial year shall not exceed 1% (One percent) of the net profits of the Company calculated in accordance with the provisions of Section 198 of the Act; and in the event of inadequacy or absence of profits, such commission be paid in accordance with the limits prescribed under Schedule V of the Act. RESOLVED FURTHER THAT the Board of Directors (including Committee thereof) of the Company be and are hereby authorized to take all such steps and do all such acts, deeds, things and matters as may be considered necessary, desirable or expedient for the purpose of giving effect to the above resolution. 6. Revision in remuneration payable to Mr. Tarun Sawhney (DIN:00382878), Vice Chairman & Managing Director of the Company with effect from August 1, 2026 for the remainder of his current tenure ending on September 30, 2028: To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 196, 197 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (‘Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 17(6)(e) and other applicable provisions of the SEBI (LODR) Regulations, 2015 as amended (“Listing Regulations”) (including any statutory modifications, amendments or re-enactments thereto for the time being in force), the relevant provisions of the Articles of Association of the Company, and such other approvals as may be required, consent and approval of the members of the Company be and is hereby accorded to the revision in remuneration payable to Mr. Tarun Sawhney (DIN:00382878), Vice Chairman & Managing Director of the Company with effect from August 1, 2026 for the remainder of his current tenure ending on September 30, 2028, as set out in the Explanatory Statement annexed to the Notice convening this meeting. RESOLVED FURTHER THAT the Board of Directors of the Company (on the recommendations of the NRC) be and are hereby authorized to revise, amend, alter, modify and vary the terms and conditions of appointment including designation, remuneration/remuneration structure of Mr. Tarun Sawhney (designated as Vice Chairman an [Showing first 8,000 characters — download PDF for full document]