Zuari Industries Ltd

Zuari Industries Limited: Trading Window closed from 01 October 2026 till 48 hours after declaration of the unaudited financial results for the quarter and half year ended 30 September 2026.

Target overview

• TIHL operates in Real Estate, Mini Hydel Power and Investments.
• Standalone turnover for FY2025-26: Rs 11.45 crore.
• Incorporated on 4 August 1939; presence in India.

Transaction details

• Acquired 1,28,10,900 TIHL equity shares.
• Total consideration: Rs 147.96 crore; cash.
• Block deal on NSE completed 23 September 2026.
• From Zuari International Limited, a wholly owned subsidiary.
• Related party transaction; promoter group TIHL linked entities.
• Acquisition increased ZIL's TIHL holding to 30.83% (from 20.78%).
• No regulatory approvals required.
• Completion date: 23 September 2026.
• Total promoter share of TIHL remains 66.55%.

Rationale & background

• Purpose: consolidate investment portfolio at the listed holding company level.
• Promoter group collectively holds 66.55% in TIHL.
• Turnover history: FY2023-24 Rs 9.33 crore.
• FY2024-25 Rs 9.16 crore; FY2025-26 Rs 11.45 crore.
• Industry: TIHL focuses on Real Estate, Mini Hydel Power, Investments.

AGM details

• AGM held on 21 September 2026 at 2:30 PM IST via VC/OAVM.
• Record date 14 September 2026; total on-record shareholders 29,807.

Resolutions and outcomes

• Adoption of standalone and consolidated financial statements approved (Assent 99.923%, Dissent 0.077%).
• Dividend on equity shares approved.
• Re-appointment of Mr. Poddar approved (retire by rotation).
• Re-appointment of Mrs. Poddar approved (retire by rotation).
• Continuation of Mr. Poddar as Non-Executive Director approved.
• Continuation of Mrs. Poddar as Non-Executive Director approved.
• Remuneration of Cost Auditor for 2026-27 ratified.

Directors and governance changes

• Re-appointment of two directors who retire by rotation approved.
• Continuation of two Non-Executive Directors approved.

Auditors and remuneration

• Cost Auditor remuneration for FY 2026-27 ratified.

AGM Details

• AGM held on 21 September 2026 at 02:30 P.M. IST via VC/OAVM; deemed venue at registered office.

Key Resolutions

• Ordinary: Adoption of standalone and consolidated financial statements for the year.
• Ordinary: Dividend on equity shares to be declared.
• Ordinary: Re-appointment by rotation of the director.
• Ordinary: Re-appointment by rotation of the other director.
• Special: Continuation of the first director as Non-Executive Director.
• Special: Continuation of the second director as Non-Executive Director.
• Ordinary: Ratify remuneration of Cost Auditor for the financial year.

Voting Status

• Consolidated voting results to be announced on the company website within two working days.

Director & Auditor Changes

• Remuneration of Cost Auditor for the year ratified.

Annual Report access

• Letter to unregistered-email members provides Annual Report web-link and exact path.

Key highlights

• Consolidated revenue from operations: 1,04,482.40 lakh.
• Consolidated EBITDA: 24,264.86 lakh.
• Consolidated PAT: 10,578.21 lakh.
• Consolidated EPS: 36.25 INR.
• Final dividend proposed: Rs 1 per equity share (AGM approval required).
• Standalone revenue from operations: 87,428.09 lakh.
• Standalone EBITDA: 191.5 crore.
• Borrowings: 258,129.00 lakh.
• Gearing: 41.03%.
• SEBI settlement order approved: 5 March 2026.

Financial Performance

• Standalone total income INR283.9 crores in Q1 FY27, up 26% YoY.
• Standalone EBITDA INR31.3 crores; PBT before exceptional items: loss INR4.4 crores.
• Standalone PAT: loss INR9.5 crores; prior-year loss INR3.9 crores.
• Avg cost of borrowing 9.73% in Q1 FY27, down from 10.29%.
• Consolidated total income INR327.5 crores, up 22% YoY.
• Consolidated EBITDA INR29.8 crores; PBT before exceptional items: loss INR5.4 crores.
• Consolidated PAT: marginal profit INR0.05 crores.
• Finance cost INR61.5 crores vs INR63 crores YoY.
• Aggregate external debt INR1,888 crores vs INR1,909 crores end-Q4.
• Listed strategic investments valued at INR4,223 crores as on 30 June, up 15% QoQ.

Subsidiaries & Investments

• Zuari Infra World India Limited: total income INR33.9 crores; EBITDA INR24.6 crores; PBT loss INR0.7 crores.
• Simon India Limited: total income INR11.7 crores.
• Zuari Finserv Limited: total income INR4.1 crores.
• Zuari Insurance Broker Limited: gross return premium INR20.8 crores; brokerage INR3.0 crores; EBITDA INR2.2 crores.

Debt & Liquidity

• St Regis Dubai repatriation: INR142 crores received this quarter; balance around INR758 crores due this year.
• Dubai profits repatriation guidance: total INR900 crores in current financial year; on track.
• Outstanding INR258 crores debt from Zuari Agro to be repaid this quarter.

Projects & Capex

• St Regis Dubai: 100% completion; handovers to commence; profit repatriation started.
• Bangalore DM: 14.8-acre plotted development; RERA approvals in place.
• Gangothri Tribhuja project: 2.8 million sq ft saleable area; marketing in full swing.
• Simon India: total income INR11.7 crores; ~INR70 crores of orders under execution.
• Zuari Infra World: order book around INR6,000 crores; Hyderabad & Bengaluru DM projects in pipeline.

Guidance & Outlook

• Real estate assets monetization: majority realized in 1-2 quarters; cash realization this financial year.
• Land monetization in Goa: on hold; focus on deleveraging via Dubai repatriation and associate-loan repayments.
• Ethanol capacity expansion paused due to overcapacity; expansion considered if demand increases.

Q&A Highlights

• Next ethanol tenders expected October 2026; company will participate.
• Sugar pricing outlook: high sugar prices support realizations; margins driven by cane costs.
• Debt-repayment visibility: management expects full repayment of Dubai-related debt in current quarter.
• Consolidation of investments into the holding company: enabling resolution exists; no completed transactions yet.
• Ethanol policy changes uncertain; management does not comment on rumors.