Tembo Global Industries Limited has approved a Scheme of Amalgamation to merge its subsidiary Tembo Global Infra Limited into the parent company. The decision was taken by the Board of Directors on December 26, 2025, and the merger will be carried out under Sections 230 to 232 of the Companies Act, 2013.
Companies Involved in the Merger
Tembo Global Industries Limited (Transferee Company)
Tembo Global Industries is a listed company engaged in the manufacturing and fabrication of a wide range of engineering products. Its portfolio includes:
Steel products
Industrial fasteners such as nuts, bolts, and clamps
Bathroom fittings used in HVAC, fire-fighting, and plumbing systems
As of September 30, 2025, the company reported:
Net worth: ₹23,247.19 lakh
Revenue: ₹45,448.21 lakh
Tembo Global Infra Limited (Transferor Company)
Tembo Global Infra operates in:
Manufacturing of ERW pipes
EPC (Engineering, Procurement, and Construction) services
As of September 30, 2025, Tembo Infra reported:
Net worth: ₹195.03 lakh
Revenue: ₹750.50 lakh
Merger Structure and Share Exchange Ratio
The proposed amalgamation will be carried out through a share swap arrangement, with no cash consideration involved.
Under the approved scheme:
Shareholders of Tembo Global Infra will receive 24.6768 equity shares of Tembo Global Industries (face value ₹10 each)
For every 1 equity share of Tembo Global Infra (face value ₹10) held
New shares will be issued by Tembo Global Industries to eligible shareholders of Tembo Infra on a specified record date
Strategic Rationale Behind the Amalgamation
The board highlighted several key benefits of the merger:
Operational Synergies: Better integration of manufacturing and EPC operations with improved market reach
Cost Efficiency: Elimination of duplicate administrative and compliance costs
Stronger Financial Position: Improved net worth and credit profile of the combined entity
Simplified Corporate Structure: Fewer group entities leading to better governance and regulatory efficiency
Related Party Transaction and Approvals
The amalgamation is classified as a related party transaction, as both companies are controlled by the same promoter group. Tembo Global Industries currently holds a 27% stake in Tembo Global Infra, and certain promoters have shareholding in both entities.
However, the company has clarified that the transaction is being conducted on an arm’s length basis.
Pending Approvals
The scheme will become effective only after receiving approvals from:
National Company Law Tribunal (NCLT)
Relevant regulatory authorities
Shareholders and creditors of both companies
Understanding the Scheme of Amalgamation
To simplify, this amalgamation is like a large engineering company absorbing its specialized pipe manufacturing arm into one unified entity. Instead of operating as two separate companies with overlapping costs and management, both businesses will function as a single, stronger organization with shared resources and better financial strength.