Nature of the Disclosure

Regulatory filing pursuant to SEBI Listing Regulation 30, containing a Postal Ballot Notice and Explanatory Statement seeking shareholder approval for a preferential issue of equity shares.

Key Quantitative Figures

  • Total Issue Size: ₹95,39,99,390 (₹95.40 Crores)
  • Number of Shares: 4,78,435 fully-paid equity shares of face value ₹10 each
  • Issue Price: ₹1,994 per share (comprising a face value of ₹10 and a premium of ₹1,984)
  • Proposed Allottee: AP Jupiter Holdings II, Ltd.
  • Post-Issue Paid-up Capital: Expected to be ₹75,60,61,330, divided into 7,56,06,133 equity shares
  • Current Outstanding Borrowings (as of June 30, 2026): ₹1,633 Crores

Dates of Action

  • Cut-off Date for Eligibility to Vote: Wednesday, August 19, 2026
  • Remote E-Voting Period: Commences Sunday, August 23, 2026, at 9:00 AM IST and concludes Monday, September 21, 2026, at 5:00 PM IST
  • Result Announcement: On or before Wednesday, September 23, 2026
  • Deemed Passing Date of Resolution: Monday, September 21, 2026 (last date of e-voting)
  • Allotment Timeline: To be completed within 15 days of shareholder approval, or within 15 days of receipt of the last pending regulatory approval

Parties Involved

  • Issuer: Tega Industries Limited
  • Proposed Allottee: AP Jupiter Holdings II, Ltd. (a company under the management of Apollo Funds)
  • Registrar & Share Transfer Agent (RTA)/E-Voting Agency: MUFG Intime India Private Limited (formerly Link Intime India Private Limited)
  • Scrutinizer: Mr. Atul Kumar Labh, Practicing Company Secretary (CP No. 3238, Membership No. FCS 4848) of M/s A.K. Labh & Co., Company Secretaries
  • Authorised Persons for the Company: Mr. Mehul Mohanka (Managing Director & Group CEO), Mr. Ravi Narayan Joshi (Chief Financial Officer), Ms. Manjuree Rai (Company Secretary & Compliance Officer)
  • Stock Exchanges: BSE Limited and National Stock Exchange of India Limited (NSE)

Purpose and Rationale

The funds are being raised to service and/or refinance borrowings availed for funding the acquisition of Molycop, which was completed on June 1, 2026. The enterprise value of Molycop was approximately USD 1.5 billion. The acquisition was originally funded through a combination of a previous preferential allotment (₹1,713 Crores), debt financing (₹1,500 Crores from Standard Chartered Bank and others), and internal accruals.

The proceeds from this new issue shall be utilized, inter alia, predominantly towards:

1. Interest and finance costs, and part or full repayment/refinancing of existing borrowings (₹75.40 Crores, to be utilized within 4 months of receipt).

2. Working capital requirements (₹20.00 Crores, to be utilized by March 31, 2027).

A Permitted Deviation of +/- 10% in the utilization amounts is noted, as per NSE and BSE circulars.

Financial and Capital Structure Impact

  • Pre-Issue Promoter Holding: 67.50% (5,07,13,792 shares)
  • Post-Issue Promoter Holding: 67.08% (5,07,13,792 shares) – no change in number of shares, dilution due to increase in total shares.
  • Holding of Proposed Allottee (AP Jupiter) Post-Issue: 0.63% (4,78,435 shares)
  • Impact on Control: No change in control or management of the Company is expected.
  • Lock-in: The new equity shares allotted to AP Jupiter Holdings II, Ltd. will be subject to a lock-in period as specified under Chapter V of the SEBI ICDR Regulations. The allottee has no pre-preferential shareholding.

Pricing Justification

The issue price of ₹1,994 per share was determined as follows:

  • The minimum floor price was calculated as per SEBI ICDR Regulation 164(1):
  • 90-day VWAP on NSE preceding the Relevant Date (August 21, 2026): ₹1,705.11
  • 10-day VWAP on NSE preceding the Relevant Date: ₹1,698.26
  • The higher of the two is ₹1,705.11, which is the regulatory floor.
  • A valuation report from an independent registered valuer, Mr. Neeraj Kumar Sureka, determined a fair value of ₹1,636.53 per share.
  • The agreed issue price of ₹1,994 is higher than both the SEBI floor price and the valuer's assessment. It is consistent with the price used in a preferential issue undertaken by the Company in October 2025.

Voting and Process Details

  • The resolution requires a Special Resolution passed through a remote e-voting process (postal ballot).
  • The notice is being circulated only via email to members whose email addresses are registered as of the cut-off date.
  • The Scrutinizer will submit a report to the Chairman, and the results will be published on the company's website (www.tegaindustries.com), the e-voting website (https://instavote.linkintime.co.in), and communicated to BSE and NSE.

Other Material Undertakings and Disclosures

  • The Company confirms eligibility under SEBI ICDR Regulations for a preferential issue.
  • The Company confirms it is in compliance with continuous listing conditions.
  • The Company, its directors, and promoters are not wilful defaulters or fugitive economic offenders.
  • The proposed allottee (AP Jupiter) has confirmed it has not sold any equity shares of the Company in the 90 trading days preceding the Relevant Date.
  • A certificate from M/s. Manisha Saraf & Associates, Practicing Company Secretaries, confirming compliance with SEBI ICDR Regulation 163(2) is available on the company's website.
  • Pending utilization for the stated objects, the issue proceeds may be invested in permitted money market instruments.

#Tags: #TegaIndustries #PreferentialIssue #SEBIRegulation30 #Fundraising #CorporateAction