Offer Details

The open offer is made by Mr. Nishil Sanjaykumar Shah (Acquirer-1) and Mr. Niranjankumar Navratanmal Jain (Acquirer-2) to acquire up to 20,02,000 equity shares of Mahan Industries Limited, representing 26% of the expanded voting share capital.

Key Offer Terms:

  • Offer Price: ₹12 per equity share
  • Face Value: ₹10 per equity share
  • Maximum Consideration: ₹2,40,24,000 (assuming full acceptance)
  • Payment Mode: Cash
  • Type of Offer: Mandatory Offer triggered under Regulation 3(1) of SEBI SAST Regulations

Underlying Transactions Triggering the Offer

The open offer obligation was triggered by two simultaneous transactions:

1. Preferential Allotment:

  • Board approved on July 16, 2026
  • 32,00,000 equity shares to be allotted at ₹12 per share
  • 2,16,55,216 convertible warrants to be allotted at ₹12 per warrant
  • Acquirer-1 to receive 22,00,000 shares and 17,56,000 warrants
  • Acquirer-2 to receive 10,00,000 shares and 6,90,000 warrants
  • Total consideration for shares: ₹3,84,00,000
  • Voting rights acquired: 41.56% of expanded voting share capital

2. Share Purchase Agreement:

  • Dated July 16, 2026 with Mr. Yogendrakumar Gupta (Seller)
  • Acquisition of 52,169 equity shares at ₹12 per share
  • Total consideration: ₹6,26,028
  • Voting rights acquired: 0.68% of expanded voting share capital
  • Seller holds 52,169 shares representing 0.68% of expanded voting share capital

Capital Structure Impact

Existing Share Capital: ₹4,50,00,000 comprising 45,00,000 equity shares

Expanded Voting Share Capital: 77,00,000 equity shares (comprising existing 45,00,000 shares plus 32,00,000 preferential allotment shares)

Warrants: 2,16,55,216 warrants (convertible into equity shares after 4 months from offer completion and before 18 months from allotment) do not form part of expanded voting share capital.

Post-Transaction Shareholding

Assuming full acceptance of the open offer:

  • Acquirer-1 will hold 35,56,273 shares (46.19%)
  • Acquirer-2 will hold 16,98,396 shares (22.06%)
  • Combined holding: 52,54,669 shares (68.24%)
  • Public shareholding will remain above 25% as required by Regulation 38 of SEBI LODR Regulations

Management and Control Changes

  • Acquirers will acquire control over Target Company and become promoters
  • Mr. Yogendrakumar Gupta will relinquish control and be declassified from promoter category
  • Mr. Nishil Shah currently serves as Professional Director and CFO
  • Mr. Niranjankumar Jain currently serves as Professional Director

Timeline and Process

  • Public Announcement Date: July 16, 2026
  • Detailed Public Statement to be published by July 23, 2026
  • Tendering Period: 10 working days (to be specified in Letter of Offer)
  • Identified Date: 10th working day prior to commencement of Tendering Period

Financial Arrangements

Acquirers have made firm financial arrangements for financing the acquisition of offer shares in terms of Regulation 25(1) of SEBI SAST Regulations.

Conditions

  • Offer is not conditional upon any minimum level of acceptance
  • No competing offer exists
  • Acquirers intend to retain listing status with no delisting proposed
  • Preferential issue subject to shareholder and regulatory approvals

Manager to the Offer

Aftertrade Broking Private Limited (SEBI Reg. No.: INM000013110) is acting as Manager to the Open Offer.