Tega Industries Limited's board has approved a comprehensive financing structure to support its proposed acquisition of Molycop, marking a significant step in the company's expansion strategy. The board meeting held on February 12, 2026, resulted in the approval of substantial borrowing facilities and strategic investments in subsidiaries, as disclosed under Regulation 30 of SEBI Listing Regulations.

Board Approvals and Financial Structure

The board has sanctioned a multi-faceted approach to finance the Molycop acquisition through three key components:

The borrowing facility of up to INR 15,00,00,00,000 will be procured from one or more scheduled commercial banks on terms and conditions to be finalized. This facility forms the cornerstone of the financing strategy for the proposed acquisition.

Investment in Tega MC Investment Pte. Ltd.

Tega Industries will make substantial investments in Tega MC Investment Pte. Ltd. (Tega HoldCo), its wholly owned subsidiary incorporated in Singapore on November 18, 2025. The investment structure includes:

• Preference Shares: Up to INR 35,17,00,00,000 through subscription to optionally convertible redeemable preference shares
• Ordinary Shares: Up to INR 1,00,00,000 by subscribing to ordinary shares

Tega HoldCo, recently incorporated as a wholly owned subsidiary, has not yet commenced business operations and has not generated any turnover to date. The entity operates in the grinding media for mining industry and related products sector through the companies proposed to be acquired under the Molycop transaction.

New Indian Subsidiary Formation

The company has approved the incorporation of a new wholly owned subsidiary in India (India WoS) with an investment of up to INR 99,00,00,000. The subsidiary structure includes:

The India WoS will focus on management consultancy activities and grinding media for the mining industry, enabling further investment into Tega HoldCo in accordance with applicable laws.

Regulatory Compliance and Documentation

The company has filed the necessary disclosures under Regulation 30 of SEBI Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The filing includes comprehensive annexures detailing investment particulars for both Tega HoldCo and the proposed Indian subsidiary.

All proposed investments will be conducted on an arms' length basis using internationally accepted pricing methodology. The transactions fall within the ambit of related party transactions since Tega HoldCo is a wholly owned subsidiary of the company. The company will make necessary filings under applicable law, including Form FC under foreign exchange regulations in India.

Transaction Timeline and Strategic Impact

The Molycop acquisition is expected to close by March 31, 2026, subject to satisfaction of certain conditions with an outer timeline of 12 months as previously disclosed on November 29, 2025. The proceeds from these investments will enable Tega HoldCo to finance the proposed acquisition, including associated transaction expenses.

Pending utilization of funds for the acquisition, Tega HoldCo may invest in money market instruments including dollar denominated money market mutual funds, deposits in banks, or other permitted investments under applicable law. The company will make appropriate disclosures in accordance with listing regulations as transaction documents are finalized and executed, ensuring full regulatory compliance throughout the acquisition process.

Tega Industries Limited announced its Q3FY26 financial results for the quarter ended December 31, 2025, revealing contrasting performance between its standalone and consolidated operations. The mining equipment and consumables manufacturer faced revenue pressures in its domestic operations while maintaining stability at the group level.

Standalone Financial Performance

The company's standalone operations experienced significant headwinds during Q3FY26. Revenue from operations declined 24.5% year-on-year to ₹1,867.72 million compared to ₹2,474.57 million in Q3FY25.

Despite the revenue decline, the company benefited from favorable inventory adjustments, with changes in inventories showing a positive impact of ₹355.82 million compared to an increase of ₹187.73 million in the previous year. Cost of materials consumed increased to ₹1,062.23 million from ₹989.55 million, while employee benefits expense rose to ₹243.59 million from ₹225.66 million.

Consolidated Results Show Resilience

At the consolidated level, Tega Industries demonstrated better resilience with revenue from operations remaining relatively stable at ₹4,037.06 million compared to ₹4,092.67 million in Q3FY25, representing a marginal decline of 1.4%.

The consolidated operations benefited from joint venture contributions, with share of profit from joint ventures amounting to ₹13.51 million compared to ₹11.15 million in the previous year.

Segment-wise Performance

Tega Industries operates through two primary segments: Consumables and Equipment. The Consumables segment generated revenue of ₹3,585.36 million in Q3FY26, while the Equipment segment contributed ₹475.27 million.

Nine-Month Performance Analysis

For the nine-month period ended December 31, 2025, standalone revenue declined 13.8% to ₹5,873.42 million from ₹6,817.14 million in the corresponding period last year. However, consolidated revenue showed growth of 5.7% to ₹11,651.52 million from ₹11,025.43 million.

Capital Raising and Corporate Actions

During the quarter, Tega Industries completed a significant capital raising exercise through preferential allotment. The company allotted 8,592,206 equity shares of face value ₹10 each at an issue price of ₹1,994 per share on November 28, 2025. This raised approximately ₹17.13 billion and increased the paid-up equity share capital from ₹665.35 million to ₹751.28 million.

Regulatory and Compliance Updates

The company noted the implementation of new labor codes by the Government of India effective November 21, 2025. Based on actuarial valuation, Tega Industries estimated an aggregate increase of ₹45.75 million in gratuity liability and compensated absences for standalone operations and ₹63.23 million for consolidated operations due to these regulatory changes.

The results were reviewed by the Audit Committee and approved by the Board of Directors on February 12, 2026, with statutory auditors Walker Chandiok & Co LLP issuing unmodified review reports for both standalone and consolidated financial results.