TIL Board Approves Rs 200 Crore Rights Issue and Strategic Acquisition

TIL Limited has announced two major strategic decisions following its Board meeting held on February 23, 2026. The Board approved a fund raise of up to Rs 200 crore through a rights issue of equity shares and also cleared the signing of a Share Purchase Agreement to acquire 60% stake in Tulip Compression Private Limited for a total consideration of approximately Rs 119.01 crore.

The company informed both the National Stock Exchange of India Ltd. (Stock Code: TIL) and BSE Ltd. (Scrip Code: 505196) under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board meeting commenced at 9:00 a.m. and concluded at 11:45 a.m., reflecting detailed deliberations on the company’s capital raising and expansion strategy.

Rs 200 Crore Rights Issue Approved

One of the key outcomes of the Board meeting was the approval of raising funds of up to Rs 200 crore through the issuance of equity shares on a rights basis to eligible shareholders.

What is a Rights Issue?

A rights issue allows existing shareholders to purchase additional shares in proportion to their current holdings, usually at a predetermined price. It enables companies to raise capital while giving existing investors the opportunity to maintain their ownership percentage.

In this case, TIL will issue such number of equity shares at a price to be determined later by the Board or a duly constituted committee.

Key Details of the Rights Issue

As per Annexure I of the disclosure:

• Type of Securities: Equity shares

• Mode of Issuance: Rights basis

• Total Amount: Up to Rs 200 crore

• Regulatory Framework: SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018

The detailed terms including:

• Issue price

• Rights entitlement ratio

• Record date

• Payment schedule

will be decided and disclosed in due course.

Formation of Rights Issue Committee

The Board has constituted a Rights Issue Committee to oversee and execute the fund-raising process.

The committee has been delegated authority to:

• Approve final terms of the issue

• Decide pricing and entitlement ratio

• Determine timelines

• Handle regulatory filings

This ensures streamlined execution and timely completion of the capital raising exercise.

Strategic Importance of the Fund Raise

The Rs 200 crore rights issue signals TIL’s intention to strengthen its financial position and support growth initiatives.

Possible objectives may include:

• Funding acquisitions

• Strengthening working capital

• Reducing debt

• Supporting capital expenditure

• Expanding manufacturing capabilities

The exact utilisation of proceeds will likely be detailed in subsequent filings.

Acquisition of 60% Stake in Tulip Compression

In addition to the fund raise, the Board approved signing a Share Purchase Agreement with Gainwell Commosales Private Limited (GCPL) for acquiring 60% of the equity share capital of Tulip Compression Private Limited (TCPL).

This acquisition follows an earlier Board approval communicated to exchanges on February 13, 2026.

However, the acquisition is subject to shareholder approval at an Extraordinary General Meeting scheduled for March 14, 2026.

Financial Details of the Acquisition

Key financial highlights include:

• Stake Acquired: 60%

• Seller: Gainwell Commosales Private Limited

• Total Consideration: Rs 119,01,38,500

• Mode of Payment: Cash

The transaction is classified as a related party transaction, but the company clarified that it is being conducted on an arm’s length basis.

Importantly, the promoter and promoter group of TIL do not have any interest in the transaction.

About Tulip Compression Private Limited

Tulip Compression Private Limited, incorporated on December 6, 2017, is engaged in the Oil and Gas Equipment and Services Industry.

Business Segments

TCPL operates across three major segments:

1. CNG Infrastructure (Core Business)

   • Packaged CNG compressor systems

   • Composite CNG dispensing units

   • Complete CNG station integration

   • Operation and maintenance services

2. LNG Solutions (Emerging Segment)

   • LNG dispensing systems

   • Small-scale LNG and CNG-to-LNG liquefaction

   • Cryogenic storage vessels

3. Hydrogen Infrastructure (Future-Ready Segment)

   • Hydrogen compressors and dispensers

   • Integrated hydrogen refuelling stations

Financial Performance of Tulip Compression

For FY 2024-25, TCPL reported a turnover of Rs 199.4 crore, indicating a sizeable operational base in the gas infrastructure sector.

The company operates primarily in India and has established relationships in the City Gas Distribution (CGD) ecosystem.

Strategic Rationale Behind the Acquisition

The proposed acquisition aligns with TIL’s long-term strategy to strengthen its presence in the gas-based energy infrastructure sector.

The company noted several strategic benefits:

• Strong alignment in gas infrastructure

• Synergies between manufacturing capabilities

• Deployment of TIL’s unutilised manufacturing capacity

• Complementary customer relationships

TIL highlighted that the transaction is operationally synergistic rather than a passive financial investment.

Energy Transition and Business Alignment

India’s energy transition towards cleaner fuels such as:

• Compressed Natural Gas (CNG)

• Liquefied Natural Gas (LNG)

• Hydrogen

is accelerating.

Government initiatives promoting gas-based infrastructure have increased demand for:

• Compressor systems

• Dispensing units

• Cryogenic storage

• Hydrogen refuelling infrastructure

By acquiring a controlling stake in TCPL, TIL aims to position itself strongly in this evolving energy landscape.

Synergy with Manufacturing Capabilities

TIL’s manufacturing strengths can complement TCPL’s technical and infrastructure expertise.

The company noted that:

• TCPL’s move into heavy fabrication aligns with TIL’s manufacturing base

• Unutilised manufacturing capacity can be effectively deployed

• Integration can deepen value addition

This could lead to:

• Improved margins

• Better operational efficiency

• Stronger supply chain integration

Related Party Transaction Disclosure

The acquisition is categorised as a related party transaction. However:

• It is being conducted on an arm’s length basis

• Promoter and promoter group have no interest in the target

Such disclosures are required under SEBI regulations to ensure transparency.

Shareholder Approval Requirement

The acquisition will be placed before shareholders at an Extraordinary General Meeting on March 14, 2026.

Shareholder approval is required as per:

• SEBI Listing Regulations

• Companies Act, 2013

This ensures democratic oversight of major corporate decisions.

Regulatory and Governance Compliance

The company provided detailed disclosures under:

• Regulation 30 of SEBI LODR

• SEBI Master Circular updated January 30, 2026

Such structured reporting enhances investor confidence.

Market Perspective

The combination of:

• A Rs 200 crore rights issue

• A Rs 119 crore acquisition

suggests a transformational phase for TIL.

Investors may evaluate:

• Impact on capital structure

• Dilution from rights issue

• Growth potential from acquisition

• Integration risks

Financial Strategy Going Forward

The rights issue could support:

• Funding of acquisition

• Strengthening of balance sheet

• Long-term expansion plans

The acquisition enhances exposure to:

• Gas infrastructure

• LNG solutions

• Hydrogen economy

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