Date: 26th May, 2026

KMP / Board / Auditor Changes

Not Specified

Dividend Declaration or Non-Declaration

Not Specified

Board Meeting Outcomes

Not Specified

Financial Results (Standalone & Consolidated)

Not Specified

Auditor’s Report

Not Specified

Disinvestment / Strategic Actions

The Open Offer is part of a larger strategic transaction outlined in a Share Swap and Share Purchase Agreement (SSSPA) dated 20th March, 2026. The key components are:

  • Acquisition from Sellers: The Acquirers (B N G Investment LLC and Anubhav Agarwal) will purchase 65,78,994 equity shares (10.90% of expanded capital) from the existing promoters (Sellers) at a negotiated price of ₹13.05 per share, aggregating ₹8,58,55,871.70.
  • Preferential Allotment: The Target Company's Board approved a preferential issue of 3,44,44,436 equity shares at ₹13.05 per share on 20th March, 2026. This comprises:
  • Issuance of 1,52,87,356 shares to B N G Investment LLC in exchange for acquiring 95,00,000 shares of Agastya Green Energy Limited (AGEL) – a share swap transaction.
  • Issuance of 1,91,57,080 shares to B N G Investment LLC for a cash consideration of ₹24,99,99,894.
  • Valuation: The value of AGEL shares was determined at ₹21 per share by registered valuer Finvox Analytics (IBBI Regn No. IBBI/RV/06/2018/10044).
  • Resulting Impact: Post-transaction, AGEL will become a wholly-owned subsidiary of Sanginita Chemicals. The Sellers will cease to be promoters. The Acquirers' aggregate holding post-transaction and open offer (assuming full acceptance) will be 93.98% of the expanded capital of 6,03,45,986 shares.
  • Strategic Rationale: The acquirers intend to diversify Sanginita's business from its current copper chemicals manufacturing into renewable energy and sustainable infrastructure, leveraging AGEL's operations and projects.

Other Operational / Legal / Strategic Disclosures

Open Offer Details:

  • Trigger: The acquisitions under the SSSPA triggered a mandatory open offer under Regulations 3(1) and 4 of the SEBI SAST Regulations.
  • Offer Terms: The Acquirers are making an unconditional offer to acquire up to 1,56,89,957 equity shares, representing 26% of the emerging fully diluted voting capital.
  • Offer Price: ₹13.55 per share.
  • Total Consideration: ₹21,25,98,917.35 (assuming full acceptance).
  • Offer Schedule: Opens on Wednesday, 10th June, 2026 and closes on Tuesday, 23rd June, 2026.
  • Financial Arrangements: 100% of the consideration (₹21,25,98,920) has been deposited in an escrow account with ICICI Bank Limited (Account No. 000405165667).
  • Settlement: The offer will be implemented through a stock exchange mechanism on the NSE Acquisition Window. ICICI Securities Limited is the Buying Broker.

Regulatory and Risk Factors:

  • The offer is subject to receipt of requisite approvals, if any, from the Reserve Bank of India (RBI) for acquisition from non-resident shareholders.
  • The Letter of Offer contains extensive risk factors, including potential delays in statutory approvals, market price fluctuations versus the offer price, and the target of the offer leading to a reduction in public shareholding below the mandated 25% level. The acquirers undertake to comply with minimum public shareholding norms within the stipulated timeframe.
  • The Identified Date for determining shareholders to whom the LOF is sent is Tuesday, 26th May, 2026.
  • The Committee of Independent Directors of the Target Company is required to provide reasoned recommendations on the offer by 5th June, 2026.

Target Company Background (as confirmed):

  • Business: Manufacturing of copper metal-based inorganic chemicals.
  • Installed Capacity: Cuprous Chloride (6,000 MT/PA), Copper Sulphate (5,400 MT/PA), Cupric Chloride & Other Products (800 MT/PA).
  • Capital: Authorized Share Capital: ₹77,00,00,000; Issued, Subscribed & Paid-up Capital: ₹25,90,15,500 (2,59,01,550 shares of ₹10 each).
  • Financials (Audited):
  • FY 2026: Revenue: ₹17,684.28 lakhs; Net Loss: ₹968.73 lakhs; Net Worth: ₹4,645.74 lakhs.
  • FY 2025: Revenue: ₹22,993.67 lakhs; Net Profit: ₹61.85 lakhs; Net Worth: ₹5,614.47 lakhs.
  • FY 2024: Revenue: ₹15,195.16 lakhs; Net Profit: ₹76.98 lakhs; Net Worth: ₹4,079.41 lakhs.
  • Shareholding (Pre-Offer): Promoters & Promoter Group: 25.40% (65,78,994 shares); Public: 74.60% (1,93,22,556 shares).
  • Compliance: The company has been levied fines by NSE in the past for delayed submissions under SEBI LODR Regulations. The position of Compliance Officer was vacant as of the date of the LOF.

Acquirers' Background:

  • Acquirer 1 - B N G Investment LLC: A One Person LLC incorporated in Dubai, UAE. Mr. Anubhav Agarwal is its Manager and sole shareholder. Net Worth (as of 31-Dec-2025): ₹41,13,60,071.
  • Acquirer 2 - Mr. Anubhav Agarwal: A Non-Resident Indian. He is the ultimate beneficial owner of Acquirer 1 and AGEL. Net Worth (as of 31-Dec-2025): ₹6,26,16,00,566. He is a director in multiple companies. One NCLT matter is pending against him (NCLT, Allahabad), which he denies.