Zuari Industries acquired 1.28 crore equity shares of Texmaco Infrastructure & Holdings Limited for ₹147.96 crore on September 23, 2026. The transaction raises Zuari Industries' direct shareholding in the target company to 30.83%.

The acquisition was executed through a block deal on the National Stock Exchange in a single tranche. The seller was Zuari International Limited, a wholly owned subsidiary of Zuari Industries. Consequently, the transaction constitutes a related party transaction. However, provisions under Regulation 23 of the SEBI Listing Regulations do not apply as the trade occurred between the listed entity and its wholly owned subsidiary.

Transaction Details and Regulatory Compliance

The board of directors approved the acquisition on August 13, 2026, authorizing an investment of up to ₹150 crore in one or more tranches. The total consideration of ₹147.96 crore includes brokerage charges, Securities Transaction Tax (STT), stamp duty, and other applicable taxes. No governmental or regulatory approvals were required for this specific acquisition.

The primary objective is consolidating the investment portfolio at the listed holding company level. Both Zuari Industries and Zuari International Limited form part of the promoter and promoter group of Texmaco Infrastructure & Holdings Limited.

Shareholding Structure Impact

Prior to this transaction, Zuari Industries held 20.78% of the equity share capital of Texmaco Infrastructure & Holdings Limited. Following the acquisition, this direct holding increased to 30.83%. Crucially, the aggregate shareholding of the promoter and promoter group in Texmaco remains unchanged at 66.55%, indicating an internal reallocation of assets rather than a change in overall control.

Target Company Profile

Texmaco Infrastructure & Holdings Limited operates in Real Estate, Mini Hydel Power, and Investments. Incorporated on August 4, 1939, the company has shown modest revenue fluctuations over the last three fiscal years.

What the Numbers Show

A notable divergence exists between the scale of the investment and the operational size of the target. Zuari Industries paid ₹147.96 crore for a 10.05% incremental stake (moving from 20.78% to 30.83%) in a company with a standalone turnover of only ₹11.45 crore in FY26. This implies that the valuation is driven by asset holdings or investment value rather than current operating revenue, consistent with the stated goal of portfolio consolidation.

Zuari Industries Limited shareholders voted in favour of all seven resolutions proposed at the company's 58th Annual General Meeting held on September 21, 2026. The meeting was conducted via video conferencing in compliance with Companies Act and SEBI regulations.

The primary agenda included the receipt, consideration, and adoption of the audited standalone and consolidated financial statements for the fiscal year ended March 31, 2026. Members also voted to declare a dividend on equity shares.

Voting Results Summary

The consolidated scrutinizer's report confirmed that all resolutions were passed with the requisite majority. The total number of shareholders on the record date (September 14, 2026) stood at 29,807. A total of 17,914,082 votes were polled across all categories, representing approximately 60% of outstanding shares.

Governance and Director Appointments

Shareholders approved the re-appointment of Mr. Saroj Kumar Poddar and Mrs. Jyotsna Poddar as directors liable to retire by rotation. Both individuals also received approval for their continuation as non-executive directors via special resolutions.

The board composition includes several independent directors overseeing key committees. Mr. Vijay Vyankatesh Paranjape serves as chairman of the Audit Committee, Nomination & Remuneration Committee, and Stakeholder's Relationship Committee. Mr. Athar Shahab chairs the Corporate Social Responsibility Committee.

Meeting Proceedings

Mr. Saroj Kumar Poddar, Chairman of the Company, chaired the proceedings. The requisite quorum was present to commence the meeting. Key managerial personnel including Managing Director Mr. Athar Shahab, Executive Director Mr. Alok Saxena, and Chief Financial Officer Mr. Jatin Jain attended the session.

Ms. Aditi Gupta, Company Secretary in Whole-time Practice, was appointed as the scrutinizer to oversee remote e-voting and voting during the meeting. Electronic remote e-voting was conducted from September 17, 2026, to September 20, 2026.

Other Resolutions

Members ratified the remuneration of the Cost Auditor for the financial year 2026-27. The Chairman addressed members regarding the company's performance and operations before transacting business items. Queries raised by registered speaker shareholders were addressed by the Chairman and Managing Director.

The meeting concluded at 3:35 pm. Consolidated voting results and the scrutinizer's report are now available on the company website and stock exchanges.