Nature of the Event

This is a Draft Letter of Offer for a mandatory open offer made by Exigo Recycling Private Limited (Acquirer-1), Mr. Raman Sharma (Acquirer-2), Mr. Anagh Ojha (Acquirer-3), and Mr. Pankaj Chopra (Acquirer-4), along with Persons Acting in Concert (PACs) Ms. Kanika Gurjar (PAC-1) and Mr. Ashok Sharma (PAC-2), to acquire up to 54,82,248 equity shares of Prabhhans Industries Limited, representing 15.84% of the expanded voting share capital. The offer is triggered under Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, due to a proposed preferential issue of shares following a share swap agreement.

Key Quantitative Figures

  • Offer Price: ₹41.30 per equity share
  • Offer Size: 54,82,248 equity shares
  • Total Consideration: ₹22,64,16,843 (assuming full acceptance)
  • Face Value of Shares: ₹10 each
  • Current Public Shareholding: 15.84% of expanded voting capital
  • Escrow Amount Deposited: ₹5,70,00,000 (25% of total consideration) in ICICI Bank account no. 000405167580

Dates of Action

  • Public Announcement Date: September 30, 2026
  • Detailed Public Statement Published: October 08, 2026
  • Draft Letter of Offer Filed with SEBI: October 15, 2026
  • Identified Date: November 11, 2026 (for determining shareholders)
  • Letter of Offer Dispatch: By November 18, 2026
  • Tendering Period: November 26, 2026 to December 09, 2026
  • Payment Completion: By December 23, 2026

Parties Involved

Acquirers:

  • Exigo Recycling Private Limited (F-36, First Floor East of Kailash, South Delhi, New Delhi-110065)
  • Raman Sharma (House No. 1194, Block C, Sushant City Ansal, Panipat, Haryana - 132103)
  • Anagh Ojha (Flat no. 35, Building A-10, DDA Golf Link Apartment, Sector-23B, South West Delhi, Delhi-110075)
  • Pankaj Chopra (House No. 859, Sector-37, Faridabad, Haryana - 121003)

PACs:

  • Kanika Gurjar (Farm No. 2, Gurudwara Road, Khasra No. 39/2, Gadai Pur, South Delhi, Delhi-110030)
  • Ashok Sharma (House No. 1194, Block C, Sushant City Ansal, Panipat, Haryana - 132103)

Manager to Offer: Novus Capital Advisors Private Limited (Office No. V-116, 1st Floor, New Delhi House, 27, Barakhamba Road, New Delhi-110001)

Registrar to Offer: Venture Capital and Corporate Investments Private Limited (4th & 5th Floors, Aurum, Door No. 4-50/P-II/57/4F & 5F, Plot No. 57, Jayabheri Enclave Phase - II, Gachibowli, Hyderabad - 500032)

Target Company: Prabhhans Industries Limited (Registered Office: Plot No. 270E/A, MCH No. 985, Road No. 10, Jubilee Hills, Hyderabad, Telangana - 500033; CIN: L70200TG1993PLC016389)

Transferor Companies:

  • Reown Device Private Limited (RDPL)
  • MTOW Mobility Private Limited (MTOW)

Purpose and Rationale

The open offer is being made to acquire control of Prabhhans Industries Limited pursuant to a share swap agreement dated September 30, 2026. The acquirers will obtain control through a preferential issue of 2,83,68,750 equity shares of Prabhhans in exchange for acquiring 100% of RDPL and MTOW, making them wholly-owned subsidiaries. The object is to diversify business activities and improve the performance of the target company.

Financial and Capital Structure Impact

  • Preferential Issue Size: 2,83,68,750 equity shares at ₹41.30 per share
  • Existing Paid-up Capital: ₹6,24,82,400 (62,48,240 shares of ₹10 each)
  • Post-Preferential Capital: ₹34,61,69,900 (3,46,16,990 shares of ₹10 each)
  • Acquirer Holdings Post-Transaction: 2,51,92,340 shares (72.77% of expanded capital)
  • Post-Offer Holding (if full acceptance): 3,14,15,580 shares (90.75% of expanded capital)
  • Public Shareholding Reduction: From 87.74% to 9.18% of expanded capital

The acquirers have undertaken to maintain minimum public shareholding requirements as per SEBI LODR Regulations and SCRR.

Cash Flow Implications

  • Total cash outflow of up to ₹22.64 crore for share acquisition
  • Funds arranged through internal accruals; no borrowing from banks or financial institutions
  • Escrow account with ICICI Bank contains ₹5.70 crore (25% of total consideration)

Risk Factors

Relating to the Offer:

  • No assurance of full acceptance due to potential oversubscription and proportionate acceptance
  • Possible withdrawal under Regulation 23 of SEBI (SAST) Regulations under specific conditions
  • Delay in offer process due to litigation or regulatory instructions
  • Market price fluctuations during tendering period
  • Potential fall below minimum public shareholding requirements

Relating to the Acquirers:

  • No assurance regarding future performance of target company
  • Information accuracy disclaimer regarding target company details

Additional Information

  • The target company's equity shares are listed on BSE (Scrip Code: 530361)
  • Shares are traded under Enhanced Surveillance Measure (ESM) Stage 1
  • The offer is not conditional upon minimum acceptance
  • No competing offer exists as of the date of this draft letter
  • The acquirers do not intend to delist the target company

#Tags: #PrabhhansIndustries #OpenOffer #SEBISAST #M&A #FinancialUpdate #Neutral