Lux Industries has incorporated a wholly owned subsidiary, Lux and Cozi Limited, in West Bengal. The company received the Certificate of Incorporation for the new entity on May 22, 2026. This development follows an intimation dated April 23, 2026, regarding the proposed incorporation.

The subsidiary has been established pursuant to a Family Settlement Agreement entered into amongst the members of the promoter and promoter group from the Todi Family. The primary objective of the incorporation is to facilitate the proposed demerger of the existing businesses of Vertical A of the company.

Lux and Cozi Limited will engage in the manufacturing and trading of garments, including hosiery products. As the entity is yet to commence business operations, its turnover figures are currently not applicable. The subsidiary is a related party of the company, though the acquisition is not classified as a related party transaction.

The board of the new entity includes Mr. Ashok Kumar Todi, Promoter of Lux Industries, and Mr. Saket Todi, who belongs to the Promoter Group and serves as Executive Director. The incorporation was undertaken through cash consideration.

Key Details of the Subsidiary

The information regarding the incorporation has been submitted to the BSE Limited and the National Stock Exchange of India Ltd. in compliance with Regulation 30 of the SEBI LODR Regulations.

Lux Industries Limited's board of directors has approved a comprehensive restructuring plan following a Family Settlement Agreement among the Todi family promoter groups. The board meeting held on April 23, 2026, addressed significant corporate developments that will reshape the company's organizational structure.

Family Settlement Agreement Details

The promoter and promoter group members from the Todi Family entered into a Family Settlement Agreement on April 22, 2026. The agreement involves three family branches comprising 29 members across promoter and promoter group categories. The company itself is not a party to this agreement.

The Family Settlement Agreement was entered amicably for division, distribution and apportionment of divisible businesses and assets of the family as well as usage of intellectual properties for long-term peace, harmony and understanding.

In-Principle Demerger Approval

The board granted in-principle approval for a scheme of demerger, building upon the business trifurcation previously approved on November 22, 2023. The proposed structure will create three separate verticals through a demerger scheme under the Companies Act, 2013.

Upon implementation of the scheme, Vertical A and Vertical C would be demerged into two resulting companies which will be subsequently listed. The business of Vertical B shall continue to remain in Lux Industries Limited. The AKT Family and KKT Family will cease to hold any right in management and control of Lux Industries Limited, while the PKT Family will continue to manage and control the company.

Brand and Manufacturing Facility Allocation

Pursuant to the Family Settlement Agreement, major brands and manufacturing facilities have been allocated among the three verticals:

The principal "LUX" trademark with design and font shall remain the exclusive property of Biswanath Hosiery Mills Limited at all times and be perpetually licensed in favour of Lux Industries Limited and two resultant entities for corporate purposes only.

Subsidiary Incorporation and Brand Licensing

To facilitate the demerger process, the board approved incorporating two wholly-owned subsidiaries in West Bengal with names containing 'Lux':

The board also approved revised brand licensing agreements with Biswanath Hosiery Mills Limited for Lux-related brands and separate agreements with three other entities for non-Lux brands including ONN, Lyra, and GenX.

Committee Formation and Shareholding Details

A committee comprising Chairman Ashok Kumar Todi, Managing Director Pradip Kumar Todi, and Independent Directors Ratnabali Kakkar and Rusha Mitra has been constituted to deliberate the proposed demerger.

The board meeting commenced at 6:00 p.m. and concluded at 7:40 p.m. on April 23, 2026. The implementation requires approvals from regulatory authorities, shareholders, and other stakeholders. Appropriate public disclosures will be made upon formal board approval of the demerger scheme, ensuring compliance with SEBI Listing Regulations and applicable laws.

Source: Company/INE150G01020/81fb1742-2302-4b33-b595-e5a636f92a67.pdf