ZUARI INDUSTRIES LIMITED

Transaction Details

Zuari Industries Limited (ZIL) acquired 1,28,10,900 equity shares of Texmaco Infrastructure & Holdings Limited (TIHL) from Zuari International Limited (ZIntL), its wholly-owned subsidiary, through a block deal executed in a single tranche on the National Stock Exchange of India Ltd. on 23 September 2026.

Financial Consideration

The total consideration amounted to approximately ₹147,96,05,468 (Rupees One Hundred Forty-Seven Crore Ninety-Six Lakh Five Thousand Four Hundred Sixty-Eight only), inclusive of brokerage charges, Securities Transaction Tax (STT), stamp duty, and other applicable taxes and charges.

Shareholding Impact

  • Prior to acquisition: ZIL held 20.78% of TIHL's equity share capital
  • Shares acquired: 1,28,10,900 equity shares
  • Post-acquisition: ZIL's shareholding increased to 30.83% of TIHL's equity share capital
  • Aggregate promoter and promoter group shareholding in TIHL remains unchanged at 66.55%

Related Party Transaction Aspects

The transaction constitutes a related party transaction between ZIL and its wholly-owned subsidiary ZIntL. However, since this RPT is between the company and its wholly-owned subsidiary, the provisions of related party transactions under regulation 23 of SEBI Listing Regulations are not applicable. Both ZIL and ZIntL form part of the promoter and promoter group of TIHL, with certain persons/entities common to both companies' promoter groups.

Target Company Information

Texmaco Infrastructure & Holdings Limited (TIHL)

  • Incorporated: 4 August 1939
  • Industry: Real Estate, Mini Hydel Power and Investments
  • Financial Performance:
  • FY 2025-26 standalone turnover: ₹11.45 Crore
  • FY 2024-25 standalone turnover: ₹9.16 Crore
  • FY 2023-24 standalone turnover: ₹9.33 Crore

Transaction Rationale

The acquisition was undertaken for the purpose of consolidating the investment portfolio at the listed holding company level.

Regulatory Approvals

No governmental or regulatory approvals were required for this acquisition.

Completion Status

The acquisition was executed and completed on 23 September 2026.

Consideration Method

Cash consideration only.