Tega Industries has circulated its postal ballot notice seeking shareholder approval for a ₹95.40 crore preferential equity issue. The capital raise targets AP Jupiter Holdings II, Ltd., with proceeds earmarked primarily for refinancing debt incurred during the Molycop acquisition and meeting working capital needs.

The Board of Directors approved the transaction in its meeting held on August 22, 2026. The company authorized the allotment of 4,78,435 equity shares at an issue price of ₹1,994 per share. This price includes a premium of ₹1,984 and aligns with the valuation used in the company’s October 2025 preferential issue. The total subscription amount aggregates to ₹95,39,99,390.

Deal Structure and Investor Details

The entire issuance is allocated to AP Jupiter Holdings II, Ltd., categorized as a public investor. The proposed allottee is managed by Apollo Funds, the consortium partner with Tega Industries in the acquisition of Molycop. As of June 30, 2026, Tega Industries held an approximately 84.2% controlling stake in Molycop, which had an enterprise value of roughly USD 1.5 billion.

Utilization of Proceeds

The company intends to utilize the issue proceeds predominantly towards interest and finance costs, as well as the partial or full repayment and refinancing of existing borrowings. A smaller portion will be directed toward working capital requirements.

As of June 30, 2026, the company’s outstanding borrowings stood at approximately ₹1,633 crore. These borrowings were part of the funding mix for the Molycop acquisition, which also included internal accruals and a previous preferential allotment of roughly ₹1,713 crore.

Regulatory Approvals and Voting Timeline

Shareholders must approve the preferential issue through a special resolution via a remote e-voting process. The cut-off date for voting eligibility is Wednesday, August 19, 2026. Only members registered with the Registrar and Share Transfer Agent (MUFG Intime) or Depositories as on this date are eligible to vote.

The e-voting window commences on Sunday, August 23, 2026, at 9:00 am and concludes on Monday, September 21, 2026, at 5:00 pm. The results, scrutinized by M/s A.K. Labh & Co., will be announced no later than Wednesday, September 23, 2026.

The disclosure was made pursuant to Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. Manjuree Rai, Company Secretary & Compliance Officer, signed the disclosure.

Tega Industries reported a substantial expansion in its top line for the quarter ended June 30, 2026, with consolidated revenue from operations jumping to ₹17,234.42 crore. This represents a sharp increase from ₹3,560.92 crore in the same quarter last year, largely attributable to the completion of the Molycop Group acquisition on June 1, 2026. The acquisition contributed approximately ₹12,916.40 million to the group's revenue in the first full quarter of consolidation. Management noted that the consolidated results include only one month of Molycop’s performance (June 2026), making it premature to draw full-year conclusions based on this single period.

Despite the revenue surge, the consolidated bottom line reflected the heavy upfront costs of the deal. The group reported a consolidated loss of ₹1,082.52 crore for the quarter, compared to a profit of ₹353.35 crore in Q1FY25. This reversal was driven by one-time expenses of ₹1,909.55 million recognized under "Other Expenses" for consultants and legal advisors engaged for the Molycop transaction. Additionally, finance costs rose significantly to ₹1,167.08 million from ₹61.79 million in the prior year quarter, reflecting the financing structure of the acquisition. Management confirmed that these one-time expenses are fully accounted for in Q1FY27, with no further such costs expected.

On an adjusted basis, which excludes the one-time transaction expenses and their tax impact, the group demonstrated strong underlying profitability. The adjusted consolidated EBITDA stood at ₹2,639.41 million, up 42% from ₹711.29 million in Q1FY25. Similarly, the adjusted PAT rose 26% year-on-year to ₹547.03 million, compared to ₹353.35 million in the previous year. This adjusted view provides a clearer picture of the operational performance post-acquisition, stripping out the non-recurring costs associated with the deal. The group expects consolidated EBITDA margins to remain in the range of 15% going forward.

On a standalone basis, Tega Industries demonstrated organic growth, reporting a net profit of ₹401.18 million, an increase from ₹353.35 million in Q1FY25. Standalone revenue from operations also expanded by 23% year-on-year to ₹4,318.02 million. The standalone adjusted PAT was ₹443.70 million, up 26% from ₹353.35 million in the prior year quarter. Standalone EBITDA (including other income) rose 34% to ₹954.77 million from ₹711.29 million. Excluding Molycop, the group maintained healthy gross margins of approximately 62%, compared with 59% in the corresponding period last year.

Segment Performance and Order Book

Post-acquisition, Tega Industries now operates across three distinct segments: Consumables - Grinding Media, Consumables - Others, and Equipments. The new Grinding Media segment, derived from the Molycop acquisition, generated ₹12,916.40 million in revenue and reported a segment result of ₹1,710.51 million before interest, tax, and depreciation. Molycop’s gross margins were approximately 36%.

The existing Tega business saw robust performance in its consumables segment, with revenue growing 36% year-on-year to ₹3,960 million. EBITDA margins in this segment expanded to 24.1% from 20.9% in the prior year, representing a significant improvement of 320 basis points. However, the equipment business experienced a softer quarter with revenue of ₹358 million compared to ₹643 million in the prior year, primarily due to delays in customer clearances. The total order book for the consumable and equipment segments stands at ₹12.3 billion, providing strong visibility for future revenue. Of this, approximately ₹9.6 billion is executable within one year.

Balance Sheet and Synergies

The acquisition of Molycop Group, executed in partnership with Apollo Management Singapore Pte Ltd, involved a purchase consideration of ₹41,907.13 million (USD 442.7 million). The deal has resulted in the recognition of identifiable intangible assets worth ₹34,295.32 million and goodwill of ₹49,956.87 million, both subject to finalization within the measurement period under Ind AS 103. Consequently, the group's total assets increased to ₹225,707.18 million and total liabilities to ₹184,387.09 million as of June 30, 2026. Total debt at the group level is ₹112 billion, including redeemable preference shares of around ₹26 billion. At the Molycop level, net debt declined to USD 672.5 million as of June 30, down from USD 1.0 billion at March 31, following refinancing and equity contributions.

Management expects to realize approximately USD 20 million of synergies in the next two to two and a half years. These synergies will be driven by optimization of expenses, SG&A costs, operational efficiency improvements, and procurement synergies. Cross-selling opportunities are expected to ramp up from Q3FY27 onwards, although management cautioned that it is still early days in identifying specific cross-sell numbers. Additionally, Tega is evaluating the divestment of non-core assets, including unproductive land parcels, to further pay down debt.

What the Numbers Show

The divergence between standalone profitability and consolidated losses highlights the immediate financial impact of the Molycop acquisition. While the standalone entity maintained healthy margins with a net profit margin of approximately 9%, the consolidated results were heavily weighed down by non-recurring transaction costs and higher interest obligations. The recognition of ₹49,956.87 million in goodwill indicates that a significant portion of the purchase consideration was allocated to expected future synergies and brand value rather than tangible assets, which will influence future amortization and impairment testing profiles for the group. Furthermore, the Grinding Media segment contributed 75% of the total consolidated revenue but only 1% of the adjusted PAT, indicating lower initial profitability margins compared to the existing Tega business, which posted a 10% adjusted PAT margin. The strong order book of ₹12.3 billion suggests that the near-term revenue visibility remains robust despite the softer equipment segment performance.