Nature of the Event

Open Offer made by Mr. Nishil Sanjaykumar Shah (Acquirer-1) and Mr. Niranjan Navratanmal Jain (Acquirer-2) to acquire equity shares of Mahan Industries Limited, triggered by a proposed preferential allotment that will result in acquisition of control and change in management.

Key Quantitative Figures

  • Offer Size: 20,02,000 equity shares
  • Percentage of Expanded Voting Capital: 26%
  • Offer Price: ₹12 per equity share
  • Total Maximum Consideration: ₹2,40,24,000 (₹2.40 crores)
  • Face Value of Shares: ₹10 each
  • Existing Paid-up Capital: 45,00,000 shares (₹4.50 crores)
  • Preferential Issue Proposed: 32,00,000 shares + 2,16,55,216 convertible warrants
  • Expanded Voting Capital Post-Preferential: 77,00,000 shares
  • Escrow Amount Deposited: ₹60,50,000 (25.18% of total consideration)

Dates of Action

  • Public Announcement Date: July 16, 2026
  • Detailed Public Statement Published: July 21, 2026
  • Draft Letter of Offer Date: July 27, 2026
  • Identified Date: August 24, 2026
  • Tendering Period Opens: September 8, 2026
  • Tendering Period Closes: September 22, 2026
  • Last Date for Payment: October 7, 2026
  • Final Report Filing Date: October 14, 2026

Parties Involved

Acquirers:

  • Mr. Nishil Sanjaykumar Shah (Acquirer-1)
  • Mr. Niranjankumar Navratanmal Jain (Acquirer-2)

Manager to Offer: Aftertrade Broking Private Limited (SEBI Reg No: INM000013110)

Registrar to Offer: Purva Sharegistry (India) Private Limited (SEBI Reg No: INR000001112)

Escrow Agent: Kotak Mahindra Bank Limited

Buying Broker: Wealthstreet Financial Services Private Limited

Target Company: Mahan Industries Limited (CIN: L91110GJ1995PLC024053)

Purpose and Rationale

The Open Offer is being made to comply with Regulation 3(1) of SEBI (SAST) Regulations, 2011, triggered by the proposed preferential allotment that will result in the acquirers obtaining control of the company. The acquirers aim to strengthen their presence in the financial services sector by acquiring this NBFC company.

Financial and Operational Impact

  • Post-Offer Shareholding (assuming full acceptance): Acquirers will hold 52,54,669 shares (68.24% of expanded capital)
  • Public Shareholding: Will remain at 31.76%, above the minimum 25% requirement
  • Lock-in Shares: 9,00,500 shares are under lock-in and cannot be tendered
  • Target Company Business: NBFC mainly engaged in investments in listed companies and providing loans

Capital Structure Impact

  • Current Capital: 45,00,000 equity shares
  • Post-Preferential Capital: 77,00,000 equity shares (expansion of 71.11%)
  • Warrants: 2,16,55,216 convertible warrants (exercisable after 4 months from offer completion)
  • Dilution: Significant dilution through preferential issue

Cash Flow Implications

  • Cash Outflow: Up to ₹2.40 crores for share acquisition
  • Funding Source: Internal resources of acquirers, no borrowings
  • Escrow Arrangement: ₹60.50 lakhs deposited with Kotak Mahindra Bank

Statutory Approvals Required

  • RBI Approval: Required for acquisition of shares of NBFC
  • BSE Approval: In-principle approval needed for preferential issue under Regulation 28(1) of SEBI (LODR)
  • Shareholder Approval: Required for preferential allotment

Risk Factors Disclosed

1. Offer may be withdrawn if statutory approvals are not received

2. Delay in approvals may delay payment to shareholders

3. Shares under lock-in cannot be tendered

4. Equity shares once tendered cannot be withdrawn

5. Non-resident shareholders require RBI approvals

6. Market price fluctuations during offer period

7. Completion risks associated with the transaction

Financial Arrangements

  • Acquirers have certified net worth: Acquirer-1 - ₹6.72 crores, Acquirer-2 - ₹3.12 crores (as of March 31, 2026)
  • Escrow account maintained with Kotak Mahindra Bank with ₹60.50 lakhs deposit
  • No borrowings required for the transaction

Target Company Financial Highlights (Standalone)

As of March 31, 2026:

  • Total Income: ₹6.25 lakhs
  • Profit After Tax: ₹4.61 lakhs
  • Net Worth: ₹5.20 lakhs
  • Borrowings: ₹5.26 lakhs
  • EPS: ₹0.10
  • Book Value per Share: ₹11.57

Historical Performance:

  • FY2025: Loss of ₹13.69 lakhs
  • FY2024: Loss of ₹5.01 lakhs

Shareholding Pattern (as of June 30, 2026)

  • Promoters and Promoter Group: 52,169 shares (1.16%)
  • Public Shareholding: 44,47,831 shares (98.84%)
  • Acquirer-2 currently holds: 500 shares (0.01%)

Additional Information

  • Shares are listed on BSE under Stage-4 of Graded Surveillance Measure
  • Company has faced regulatory penalties for non-compliance with listing regulations
  • No trading in shares on date of Public Announcement and Detailed Public Statement
  • Valuation report by registered valuer justifies ₹12 offer price
  • Committee of Independent Directors will provide recommendations before tendering period