Tega Industries Limited — M&A Activity 2025

Nov 28, 2025

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November 29, 2025

BSE Limited Na�onal Stock Exchange of India Limited Corporate Rela�onship Department The Lis�ng Department Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/1, G Block, Dalal Street, Bandra – Kurla Complex, Bandra (East) Mumbai – 400 001 Mumbai – 400 051 BSE Scrip Code: 543413 NSE Symbol: TEGA

Sub: In�ma�on under Regula�on 30 of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“SEBI Lis�ng Regula�ons”)

Dear Sir/ Madam,

Further to our disclosure dated September 10, 2025, and pursuant to Regula�on 30 read with Paragraph A of Part A of Schedule III of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“ SEBI Lis�ng Regula�ons ”), we would like to inform you that the Board of Directors (“ Board ”) of Tega Industries Limited (“ Company ”) has at its mee�ng held on November 28, 2025 approved the proposed acquisi�on of the equity interests of the Molycop group (i.e. direct and indirect subsidiaries of AIP MC Holdings LLC and their respec�ve investments, including joint ventures as men�oned in Annexure B hereto (collec�vely, “ Molycop ” and each a “ Molycop Company ”) (such transac�ons, the “ Proposed Acquisi�on ”), along with Apollo Funds (as defined below).

A. Proposed Acquisi�on

In connec�on with the Proposed Acquisi�on, the Board has approved the execu�on of an equity interest purchase agreement (“ Equity Purchase Agreement ”) between (a) AIP MC Holdings LLC, Moly-Cop Group, Moly-Cop Lux Holdings, Moly-Cop UK Holdings Ltd, Moly-Cop Group Corpora�on Ltd. (collec�vely, the “ Sellers ”), and (b) Tega MC SG Holdings Pte. Ltd. (“ SG Buyer SPV ”) and Tega MC Australia Holdings Pty Ltd (“ Australia Buyer SPV ”). SG Buyer SPV and Australia Buyer SPV are hereina�er collec�vely referred to as the “ Buyers ”.

Along with the Equity Purchase Agreement, the following documents have been executed (together with the Equity Purchase Agreement the “ Acquisi�on Documents ”):

1. Equity commitment le�er agreement executed by (a) the Company, (b) Apollo Hybrid Value Fund III, L.P., Apollo Hybrid Value Overseas Partners III, L.P., Apollo Hybrid Value Overseas Partners (Delaware 892) III, L.P., Apollo Hybrid Value Overseas Partners (Lux) III SCSp, Apollo Hybrid Value Partners (Alts) III, L.P., AAA Offshore Hybrid Equity Strategy (Z), L.P., AAA Hybrid Equity Strategy (Z), L.P., Host-Plus PST Asia Credit VCC (collec�vely “ Apollo Funds ”), and (c) the Buyers;

2. Limited guarantee executed by the Company, the Apollo Funds, and the Sellers;

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1. Restric�ve covenant agreement executed by the Buyers and American Industrial Partners Capital Fund VI, L.P.

2. Debt commitment le�er executed by and among the (a) Buyers and (b) JP Morgan Chase Bank, N.A., CIBC World Markets Corp. Canadian Imperial Bank of Commerce, HSBC Securi�es (USA) Inc., HSBC Bank USA, Na�onal Associa�on, Mizuho Bank, Ltd., Nomura Securi�es Interna�onal Inc. Standard Chartered Bank and Sumitomo Mitsui Bank Corpora�on (the financial ins�tu�ons in this clause (b), collec�vely, the “Banks”) and

3. Debt fee le�er executed by and among the Buyers and the Banks.

The Buyers shall be indirect subsidiaries of the Company, where the Company shall indirectly hold 76.7% of the share capital of the Buyers (For addi�onal details, please refer to the disclosures made by the Company today). Pursuant to the Equity Purchase Agreement, subject to receipt of customary regulatory approvals and sa�sfac�on of condi�ons precedent set forth in the Equity Purchase Agreement, the Buyers, directly or through their affiliated designees, shall undertake the Proposed Acquisi�on of Molycop as detailed in Annexure B, in a series of steps.

The details, as required under SEBI LODR Regula�ons read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, are enclosed in Annexure A to this le�er. Kindly take the same on record.

Pursuant to the approval accorded by the Board, the Equity Purchase Agreement and the other applicable Acquisi�on Documents were executed by the applicable par�es.

This disclosure will also be hosted on the Company's website viz. www.tegaindustries.com.

Kindly take this in�ma�on on your record. We request that the same be treated as compliance under Regula�on 30 of SEBI Lis�ng Regula�ons, the master circular, and other applicable provisions of the SEBI Lis�ng Regula�ons.

Thanking You,

Yours faithfully,

For Tega Industries Limited

Digitally signed by MANJUREE RAI MANJUREE RAI Date: 2025.11.29 01:00:58 +05'30'

Manjuree Rai Company Secretary & Compliance Officer Membership No. A12858

Encl: as stated above.

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Annexure A

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Relevant Details as required pursuant to Regula�on 30 of the SEBI Lis�ng Regula�ons read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024

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Sl. Par�culars Details Details
No.
1. Name of the target en�ty, Pursuant to the Equity Purchase Agreement, the Buyers (as
details in brief such as defined above) shall be acquiring the Molycop Companies,
size, turnover etc. the details of which are set out in Annexure B. The Buyers are
wholly owned step-down subsidiaries of Tega MC JV Holdings
PTE LTD (“ SG Company ”), in which the Company will have an
indirect ownership of 76.7% of its ordinary shares.
Molycop Group is a leading global supplier of grinding media
to the mining industry, with a focus on the manufacture and
sale of grinding media for use in both semi autogenous
grinding (SAG) mills and ball mills. These products are cri�cal
to mineral extrac�on/ processing of mul�ple minerals, but
most specifically Copper and Gold.
Molycop Group is a leading company with an impressive
mul�-decade track record in the grinding media space. It has
established and built upon its industry leading business, a
premium brand (i.e., high net promoter score and brand
recogni�on), long-standing and robust rela�onships with
leading miners, and the most comprehensive offering of
products/ services among peers. These advantages, a global
supply network, and local presence that can land premium
grinding media at compe��ve cost anywhere in the world
make Molycop Group well posi�oned to a�ract more
customers.
Molycop Group has a global manufacturing and sales network
with 13 grinding ball manufacturing facili�es, 3 ac�ve joint
ventures, and 1 poten�al joint venture currently in progress.
These facili�es are strategically located close to customers'
opera�ons and have a local presence in over 40 countries,
including key territories such as USA, Canada, Mexico, Chile,
Peru, Australia, and Indonesia.
Turnover details have been shared along with details
men�oned in point no 10.
2. Whether the acquisi�on The Proposed Acquisi�on does not fall within the ambit of
would fall within related related party transac�ons.
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party transac�on(s) and
whether the promoter/
promoter group/ group
companies have any
interest in the en�ty being
acquired? If yes, nature of
interest and details
thereof and whether the
same is done at “arm’s
length”
3. Industry to which the Grinding media for mining industry and related products.
en�ty being acquired
belongs
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party transac�on(s) and whether the promoter/ promoter group/ group companies have any interest in the en�ty being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”	party transac�on(s) and whether the promoter/ promoter group/ group companies have any interest in the en�ty being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”	party transac�on(s) and whether the promoter/ promoter group/ group companies have any interest in the en�ty being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”
3. Industry to which the en�ty being acquired belongs Grinding media for mining industry and related products.
4.	Objects and impact of acquisi�on (including but not limited to, disclosure of reasons for acquisi�on of target en�ty, if its business is outside the main line of business of the listed en�ty);	Following the acquisi�on and incorpora�on of Molycop’s complementary products into Company’s por�olio, the Company believes that it shall be amongst the world’s leading designers and manufacturers of ‘cri�cal-to-operate’ consumables for certain produc�on steps in the mining, mineral processing and material handling industries with an innova�ve and diferen�ated product por�olio. The Company will be able to ofer a complete basket of products and solu�ons to the mining industry in the areas of crushing, grinding, concentra�ng and refning, trying to cover the en�re value chain in the areas of primary benefcia�on, concentra�on and extrac�ve metallurgy. In addi�on to complementary ‘cri�cal-to-operate’ consumables being provided by the Company, such as Grinding Mill Liners, Transfer Chutes, Trommels, Screen Decks, Conveyor Accessories and ofering a comprehensive range of solu�ons including processing equipment to the mining industry, the acquisi�on will give Company access to a variety of complementary patented products through collabora�ons and partnerships as well as enhanced in-house R&D capabili�es. The Company will have an integrated supply chain with a backward integrated manufacturing base in major markets and deep distribu�on capabili�es across the globe to address the needs of mining companies. The complementary combina�on of grinding media and mill liners will strengthen the Company and Molycop’s collec�ve rela�onship with their customers.

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5. Brief details of any The comple�on of the Proposed Acquisi�on will be subject to
governmental or customary condi�ons precedent, including regulatory and
regulatory approvals an�-trust approvals (“ Closing Condi�ons ”).
required for the
acquisi�on
6. Indica�ve �me period for The acquisi�on is expected to close by March 31, 2026,
comple�on of the subject to sa�sfac�on of the Closing Condi�ons for which an
acquisi�on outer �meline of 12 months has been provided.
7. Considera�on - whether The considera�on shall be in the form of cash.
cash considera�on or
share swap or any other The upfront considera�on for the Proposed Acquisi�on is
form and details of the based on an es�mated enterprise valua�on of USD 1,455
same million and was determined on the basis of a “locked box”
approach, based on the audited balance sheet of Molycop as
of June 30, 2025. Pursuant thereto and the diligence
conducted by the Company and Apollo Funds, and receipt of
the audited financial statements as of June 30, 2025, the
upfront purchase price was mutually agreed as follows.
Under the Equity Purchase Agreement, the upfront purchase
price shall be an amount equal to US$ 416 million, subject to
certain escrow arrangements (including for customary
adjustment for any leakage that occurs prior to closing). The
Sellers shall also be en�tled to a con�ngent payment of up to
US$ 120 million as per the terms of the Equity Purchase
Agreement, which may be payable within a maximum of 45
months of the consumma�on of the Proposed Acquisi�on, if
Molycop achieves certain condi�ons rela�ng to the
achievement of specified performance metrics. Internal
accruals of Molycop may be u�lized for such payment.
8. Cost of acquisi�on and/or Please refer to the details men�oned in the disclosure in serial
the price at which the number 7 above.
shares are acquired
9. Percentage of The Buyers shall acquire the equity interests of the Molycop
shareholding / control group as detailed in Annexure B (i.e. direct and indirect
acquired and / or number subsidiaries of AIP MC Holdings LLC and their respec�ve
of shares acquired investments, including joint ventures).
10. Brief background about Molycop was incorporated in 1917. A brief background about
the en�ty acquired in Molycop including in terms of products/line of business, and
terms of products/line of its global presence is men�oned in disclosure serial number 1
business acquired, date of above.
incorpora�on, history of
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	last 3 years turnover, country in which the acquired en�ty has presence and any other signifcant informa�on (in brief)		Turnover of Molycop Group for the last three fnancial years (“FY”) for the period July-June are as follows: Financial Year (FY) Revenue in USD Mn Revenue in INR (Cr) Exchange Rate (USD / INR) 2024-25 1,539 13,520 87.85 2023-24 1,625 13,544 83.45 2022-23 1,811 14,857 82.04 Source: rbi.org.in	Turnover of Molycop Group for the last three fnancial years (“FY”) for the period July-June are as follows: Financial Year (FY) Revenue in USD Mn Revenue in INR (Cr) Exchange Rate (USD / INR) 2024-25 1,539 13,520 87.85 2023-24 1,625 13,544 83.45 2022-23 1,811 14,857 82.04 Source: rbi.org.in	Turnover of Molycop Group for the last three fnancial years (“FY”) for the period July-June are as follows: Financial Year (FY) Revenue in USD Mn Revenue in INR (Cr) Exchange Rate (USD / INR) 2024-25 1,539 13,520 87.85 2023-24 1,625 13,544 83.45 2022-23 1,811 14,857 82.04 Source: rbi.org.in	Turnover of Molycop Group for the last three fnancial years (“FY”) for the period July-June are as follows: Financial Year (FY) Revenue in USD Mn Revenue in INR (Cr) Exchange Rate (USD / INR) 2024-25 1,539 13,520 87.85 2023-24 1,625 13,544 83.45 2022-23 1,811 14,857 82.04 Source: rbi.org.in
			Financial Year (FY)	Revenue in USD Mn	Revenue in INR (Cr)	Exchange Rate (USD / INR)*
			2024-25	1,539	13,520	87.85
			2023-24	1,625	13,544	83.45
			2022-23	1,811	14,857	82.04
			* Source: rbi.org.in

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Annexure B

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S.No. Acquired Company Percent Ownership
1. Molycop JV Holdings LLC 100%
2. Moly-Cop Global Holdings Inc. 100%
3. Grinding Media Inc. 100%
4. Moly-Cop Group (US Holdings) Inc. 100%
5. Moly-Cop Recycling Inc. 100%
6. Moly-Cop USA LLC 100%
7. Moly-Cop Technologies America LLC 100%
8. Moly-Cop Mineral Processing LLC 100%
9. Moly-Cop US Investments 100%
10. Molycop ACI Africa S.A.S. 50%
11. Molycop Technologies LLC 100%
12. Vinton Ball LLC
51%
13. Grinding Media Pty Ltd 100%
14. Commonwealth Steel Company Pty Ltd 100%
15. Donhad Pty Ltd 100%
16. Orway IQ Pty Ltd 50%
17. Molycop Technologies Pty Ltd 100%
18. Process IQ Brisbane Pty Ltd 100%
19. Molycop Ltd 100%
20. 1100739 B.C Ltd 100%
21. Moly-Cop Canada 100%
22. Process IQ Inc. 100%
23. Moly-Cop UK Holdings Ltd 100%
24. Moly-Cop Finance UK Ltd. 100%
25. Moly-Cop UK Investments Ltd. 100%
26. Moly-Cop Group Corpora�on Ltd 100%
27. Moly-Cop Lux Holdings S.A.R.L. 100%
28. Moly-Cop Group S.A.R.L. 100%
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29. Pro IQ Pty Ltd 100%
30. Moly-Cop Spain Holdings S.L.U. 100%
31. Santa Ana de Bolueta Grinding Media S.A.U. 100%
32. Forjas de Guadalquivir S.L.U. 100%
33. Moly-Cop Mexico Holdings S.A. de C.V. 100%
34. Moly-Cop Mexico S.A. de C.V. 100%
35. Inversiones Moly-Cop S.A. 100%
36. Moly-Cop Chile S.A. 100%
37. Moly-Cop Adesur S.A. 94.07%
38. Moly Cop Peru S.A.C. 100%
39. Molycop Panama Inc. 100%
40. Moly-Cop Trading Ltd 100%
41. Molycop Singapore Trading Pte. Ltd. 100%
42. PT Commonwealth Steel Indonesia 100%
43. PT Commonwealth Steel Trading 100% with the beneficial
ownership of all the shares
44. PT Molycop Trading Indonesia 100%
45. Molycop India Pvt. Ltd 100%
46. Molycop GCC LLC 51%
47. GST Philippines Inc. 100%
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