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