NSEDisclosure under SEBI Takeover Regulations2d ago · 16 Sept 2026, 03:22 pm
Disclosure under SEBI Takeover Regulations
Texmaco Infrastructure & Holdings Limited · TEXINFRA
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Zuari Industries Limited has submitted a disclosure under SEBI Takeover Regulations, announcing its intention to acquire up to 10.05% of the paid-up equity share capital of Texmaco Infrastructure & Holdings Limited from Zuari International Limited, a fellow promoter, at a price to be mutually agreed upon, not exceeding Rs. 150 Crore.
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Full Announcement
Zuari Industries Limited has Submitted to the Exchange a copy of Disclosure under Regulation 10 (5) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
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ZUARI INDUSTRIES LIMITED
5th Floor, Tower A, Global Business Park, M.G. Road, Sector 26, Gurugram -122 002, India
Tel: +91 (124) 482 7800, Email: ig.zgl@adventz.com, www.zuariindustries.in
15 September 2026
National Stock Exchange of India Ltd. BSE Limited
Exchange Plaza, C-1, Block-G Phiroze Jeejeebhoy Towers,
Bandra-Kurla Complex, Bandra (E) Dalal Street,
Mumbai-400 051 Mumbai -400 001
NSE Symbol: TEXINFRA BSE Scrip Code: 505400
Sub: Disclosure under regulation 10(5) of the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011
Dear Sir/Madam,
Please find enclosed the disclosure under Regulation 10(5) of the SEBI (Substantial Acquisition of Shares
transfer of equity shares of Texmaco Infrastructure & Holdings Limited among the promoters, namely, Zuari
Industries Limited( Acquirer )and Zuari International Limited ( Seller ).
This is for your information and records.
Thanking you,
For Zuari Industries Limited
Company Secretary
Encl: As stated above
Registered Office
Jai Kisaan Club, Jalvayu Colony Road, Near MES College, Zuarinagar, Sancoale, Goa 403726
CIN No.: L65921GA1967PLC000157
ZUARI INDUSTRIES LIMITED
5th Floor, Tower A, Global Business Park, M.G. Road, Sector 26, Gurugram -122 002, India
Tel: +91 (124) 482 7800, Email: ig.zgl@adventz.com, www.zuariindustries.in
Disclosure under Regulation 10(5) Intimation to Stock Exchanges in respect of acquisition under
Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
1. Nameofthe Target Company(TC) Texmaco Infrastructure & Holdings Limited
2. Nameoftheacquirer(s) Zuari Industries Limited
3. Whether the acquirer(s) is/ are promoters of the TC Yes, the acquirer is one of the promoters of
prior to the transaction. If not, nature of relationship the TC, and its name is disclosed under the
or association with the TC or itsPromoters shareholding
pattern filed by the TC with BSE and NSE.
4. Detailsoftheproposedacquisition
a. Name of the person(s) from whom shares Zuari International Limited
aretobe acquired
b. Proposeddateofacquisition On or after 22September2026
c. Number of shares to be acquired from ZIL proposes to acquire up to a maximum of
eachpersonmentionedin4(a)above 1,28,10,900 equity shares of TIHL from
ZIntL, in one or more tranche.
However, the actual number of equity shares
of TIHL to be acquired by ZIL from ZIntL may
be lower than 1,28,10,900, depending on the
price at which such shares are acquired,
since the total consideration for the
acquisition shall not exceed Rs. 150 Crore.
d. Total shares to be acquired as % of share Upto 10.05%of paid-up equity share capital
capital of TC of TC.
e. Price at which shares are proposed to The aforesaid equity shares of TIHL shall be
beacquired acquired at such price as may be mutually
agreed between the Parties, subject to the
price being permissible under the applicable
stock exchange mechanism, including
through block deals, or through off-market
transfer or such other transfer mechanism as
may be permitted under applicable laws and
the applicable SEBI rules and regulations.
f. Rationale,ifany,forthe proposed transfer Inter-se transfer withinpromoters
5. Relevant sub-clause of regulation 10(1)(a) under Regulation 10(1)(a)(ii)
which the acquirer is exempted from making open
offer
6. If, frequently traded, volume weighted average Rs. 113.24/- per equity share of TIHL
market price for a period of 60 trading days (National Stock Exchange of India Limited,
preceding the date of issuance of this notice as being the stock exchange on which the
traded on the stock exchange where the maximum maximum volume of trading in the equity
volume of trading in the shares of the TC are shares of TC was recorded during the
recorded during such period. relevant 60 trading days).
7. If in-frequently traded, the price as determined in Not Applicable
terms of clause (e) of sub-regulation (2) of
regulation 8.
Registered Office
Jai Kisaan Club, Jalvayu Colony Road, Near MES College, Zuarinagar, Sancoale, Goa 403726
CIN No.: L65921GA1967PLC000157
ZUARI INDUSTRIES LIMITED
5th Floor, Tower A, Global Business Park, M.G. Road, Sector 26, Gurugram -122 002, India
Tel: +91 (124) 482 7800, Email: ig.zgl@adventz.com, www.zuariindustries.in
8. Declaration by the acquirer, that the acquisition The acquirer hereby declares that the
price would not be higher by more than 25% of the acquisition price would not be higher by more
price computedin point 6 or point7 asapplicable. than 25% of the price computed under point
no. 6above.
9. Declaration by the acquirer, that the transferor and The acquirer hereby declares that the
transferee have complied (during 3 years prior to transferor and the transferee have complied
the date of proposed acquisition) / will comply with during three years preceding the date of
applicable disclosure requirements in Chapter V of proposed acquisition and will continue to
the Takeover Regulations, 2011 (corresponding comply with applicable disclosure
provisions of the repealed Takeover Regulations requirements under Chapter V of the SEBI
1997) Takeover Regulations.
10. Declaration by the acquirer that all the conditions The acquirer hereby declares that all the
specified under regulation 10(1)(a) with respect to conditions specified under regulation
exemptions has been duly complied with. 10(1)(a) with respect to exemptions have
beendulycompliedwith.
11. Shareholding details Before the Afterthe proposed
proposed transaction
transaction
No.of % No.of %w.r.t total
shares/ w.r.t shares/ share
voting total voting capital
rights share rights ofTC
capita
A Acquirer(s) and PACs (other than sellers)(*) Details provided inAnnexure -A
B Seller (s)
Note:
(*) Shareholding of each entity may be shown separately and then collectively in a group.
The above disclosure shall be signed by the acquirer mentioning date & place. In case, there is
more than one acquirer, the report shall be signed either by all the persons or by a person duly
authorized to do so on behalf of all the acquirers.
For Zuari Industries Limited
(Acquirer/ promoter of TIHL)
Company Secretary
Date: 15 September 2026
Place:Gurugram
Enclosed: As stated above
Registered Office
Jai Kisaan Club, Jalvayu Colony Road, Near MES College, Zuarinagar, Sancoale, Goa 403726
CIN No.: L65921GA1967PLC000157