Onix Renewable Limited (formerly Onix Structure Private Limited) is making a mandatory open offer to acquire up to 17,30,400 equity shares (19.28% of emerging voting share capital) of Sarda Proteins Limited at ₹115 per share. This offer is triggered under Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011, following the conversion of warrants that resulted in Onix Renewable and its Persons Acting in Concert (PACs) obtaining 80.72% of the voting capital.

Key Offer Details

  • Offer Price: ₹115 per fully paid-up equity share
  • Total Shares: 17,30,400 equity shares (19.28% stake)
  • Maximum Consideration: ₹19,89,96,000 (assuming full acceptance)
  • Escrow Amount: ₹4,97,49,000 (25% of offer consideration) deposited with ICICI Bank
  • Funding Source: Internal resources of acquirer (no borrowed funds)
  • Net Worth Certification: Onix Renewable (₹78,950.62 lakhs), PAC 1 (₹37,720 lakhs), PAC 2 (₹22,955.37 lakhs), PAC 3 (₹6,048.19 lakhs)

Timeline and Process

  • Public Announcement Date: March 18, 2026
  • Identified Date: May 27, 2026 (for determining eligible shareholders)
  • Tendering Period: June 11, 2026 to June 24, 2026
  • Payment Deadline: Within 10 working days from closure of tendering period
  • SEBI Observation Letter: Received May 29, 2026 (Reference: SEBI/HO/49/12/11(7)2026-CFD-RAC-DCR1/ I/12662/2026)

Regulatory Context and Compliance Issues

The target company has multiple instances of non-compliance/delayed compliance with SEBI LODR Regulations, including:

  • Delayed submission of financial results for Q2 FY25 (Fine: ₹76,700)
  • Delay in submission of annual report for FY25 (Fine: ₹2,360)
  • Non-compliance with prior intimation of board meetings (Fines: ₹11,800 each)
  • Non-submission of reconciliation of share capital audit reports
  • Incorrect submission of shareholding patterns
  • Non-submission of corporate governance reports

Post-Offer Impact and Risks

Shareholding Structure (assuming full acceptance):

  • Onix Renewable Limited: 87,30,400 shares (97.03%)
  • PAC 1: 1,17,200 shares (1.30%)
  • PAC 2: 1,00,000 shares (1.11%)
  • PAC 3: 28,300 shares (0.31%)

Key Risk: Post-offer public shareholding may fall below the minimum 25% requirement under Rule 19A of SCRR read with SEBI LODR Regulations, potentially requiring corrective measures.

Settlement and Tax Implications

The offer will be implemented through stock exchange mechanism with BSE as designated stock exchange. Comprehensive tax implications are provided for both resident and non-resident shareholders, including:

  • STT applicability at 0.1%
  • Capital gains tax treatment based on holding period
  • Withholding tax requirements for non-residents
  • DTAA benefits availability subject to conditions

Key Parties Involved

  • Manager to Offer: Grow House Wealth Management Private Limited
  • Registrar to Offer: Skyline Financial Services Private Limited
  • Buying Broker: Motilal Oswal Financial Services Limited
  • Escrow Bank: ICICI Bank Limited
  • Valuer: Manish Santosh Buchasia, IBBI Registered Valuer

Important Conditions

  • Offer is not conditional upon minimum acceptance level
  • No competing offer as of date of Letter of Offer
  • Marketable lot size is 1 share
  • Upward revision in offer price/size possible until June 10, 2026
  • Subject to statutory approvals that may become applicable
  • Non-resident shareholders must obtain RBI approvals for tendering shares