Texmaco Infrastructure & Holdings Limited saw a shift in promoter holding as Zuari Industries Limited acquired 10.05% of the company's equity shares through an inter-se transfer from Zuari International Limited.

The transaction, executed on September 23, 2026, involved the acquisition of 1,28,10,900 equity shares. This move increased Zuari Industries' direct holding from 20.78% to 30.83% of the total share capital. The shares were transferred via a block deal on the National Stock Exchange of India Limited.

Regulatory Disclosures and Timeline

Texmaco Infrastructure & Holdings Limited filed an intimation under Regulation 7(2)(b) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, on September 28, 2026. This filing enclosed disclosures received from its promoters, Zuari Industries Limited and Zuari International Limited, under Regulation 7(2)(a) read with Regulation 6(2) of the same regulations.

The disclosures were submitted to the company's compliance officer on September 24, 2026. The transaction details confirm that both entities acted as promoters and engaged in an inter-se transfer of equity shares via the block deal mechanism. No trading in derivatives was reported by either entity during this period.

Transaction Details

The disclosure was filed under Regulation 29(2) and subsequently under Regulation 10(6) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The seller, Zuari International Limited, reduced its stake from 10.05% to 0.00%, effectively exiting its direct position in the target company. The total consideration for the acquisition was ₹147.96 crore, translating to an approximate price of ₹115.496 per equity share. The total share capital of Texmaco remained unchanged at 12,74,26,590 equity shares of ₹1 each.

Consolidated Promoter Interest

Despite the internal reshuffling of shares between two entities within the same promoter group, the aggregate shareholding of the Promoter and Promoter Group remained stable at 66.55% of the total share capital. The Persons Acting in Concert (PAC) with the acquirer include various entities such as Adventz Finance Private Limited, Duke Commerce Limited, and several individual promoters like Saroj Kumar Poddar and Jyotsna Poddar, whose holdings remained unchanged during this specific transaction.

What the Numbers Show

The data reveals a consolidation of voting power within a single promoter entity rather than an external change in control. By moving the entire 10.05% stake from Zuari International to Zuari Industries, the group has streamlined its direct ownership structure. The total diluted share capital matches the paid-up capital at 12,74,26,590 shares, indicating no outstanding convertible securities or warrants that would alter the voting power post-transaction.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE435C01024/75593ead-c376-435c-be03-590af9847cf5.pdf

Zuari Industries Limited has proposed an inter-se transfer of equity shares within the promoter group, aiming to acquire a significant stake in Texmaco Infrastructure & Holdings . The acquisition involves purchasing shares from Zuari International Limited under Regulation 10(5) of the SEBI Takeover Regulations.

The transaction is structured as an internal realignment among promoters. Zuari Industries intends to acquire up to 1,28,10,900 equity shares, representing 10.05% of the paid-up equity share capital of Texmaco Infrastructure & Holdings. The total consideration for this block deal or off-market transfer will not exceed ₹150 crore. The actual number of shares acquired may be lower if the mutually agreed price results in a lower quantity within the capped consideration limit.

Shareholding Restructuring

The proposed transfer will significantly alter the individual promoter holdings while keeping the aggregate promoter group stake unchanged. Zuari Industries currently holds 20.78% (2,64,80,712 shares) of Texmaco Infrastructure & Holdings. Following the acquisition, its stake is projected to rise to 30.83% (3,92,91,612 shares).

Conversely, Zuari International Limited, which currently holds 10.05% (1,28,10,900 shares), will reduce its holding to 0.00%. The total shareholding of the promoter and promoter group remains constant at 66.55% (8,48,04,686 shares) before and after the transaction.

Regulatory Compliance and Pricing

The acquirer has declared that the acquisition price will not exceed 25% above the volume-weighted average market price of ₹113.24 per share, recorded on the National Stock Exchange over the preceding 60 trading days. This pricing cap ensures compliance with the exemption provisions under Regulation 10(1)(a)(ii) of the SEBI Takeover Regulations, thereby waiving the requirement for an open offer.

The disclosure confirms that both the transferor and transferee have complied with Chapter V of the Takeover Regulations during the three years preceding the proposed acquisition date of on or after September 22, 2026. The rationale cited for the transfer is strictly an inter-se transfer within the promoters.

What the Numbers Show

The consolidation of stakes into Zuari Industries Limited centralizes control within a single corporate entity rather than distributing it across multiple promoter vehicles. While the aggregate promoter holding remains static at 66.55%, the shift increases Zuari Industries' individual voting power by nearly 10 percentage points. This structural change simplifies the promoter group's reporting and decision-making architecture without diluting the overall promoter interest or triggering additional public subscription obligations.