Shankara Building Products Limited (SBPL) is the subject of an open offer filed by The Ballygunge Family Trust ('Acquirer') along with its Persons Acting in Concert (PACs) — Mr. Sukumar Srinivas (PAC 1), Ms. Parwathi Srikanth Mirlay (PAC 2), Mr. Dhananjay Mirlay Srinivas (PAC 3), and Shankara Holdings Private Limited (PAC 4). The open offer seeks to acquire up to 63,04,825 (Sixty Three Lakh Four Thousand Eight Hundred and Twenty Five) equity shares, representing 26.00% of the paid-up equity share capital of the Target Company, at an offer price of INR 150.00 per fully paid-up equity share, payable in cash. The Draft Letter of Offer (DLOO) has been filed with SEBI pursuant to Regulation 16(1) of the SEBI (SAST) Regulations, 2011.

Background and Trigger for the Open Offer

The open offer is a combined mandatory and voluntary offer triggered under Regulation 3(2) and Regulation 4 of the SEBI (SAST) Regulations, 2011. The Acquirer initiated open market purchases of SBPL shares on February 18, 2026, and was first reflected as a member of the promoter and promoter group in the shareholding pattern for the quarter ended March 2026, holding 10,36,251 equity shares representing 4.27% of the paid-up equity share capital. This resulted in a breach of Regulation 4 of the SEBI (SAST) Regulations, triggering an obligation to make an open offer to public shareholders. No exemption was sought or obtained under Regulation 11, and the obligation was not discharged at the relevant time. This open offer is being made on a delayed basis to rectify the aforesaid past non-compliance.

Additionally, the pre-transaction combined shareholding of the Acquirer and PACs already exceeds 25% of the paid-up equity share capital. The proposed acquisition would result in a change in their combined shareholding from 49.52% to 75.52%, representing an increase of more than 5%, which separately triggers the requirement to make an open offer under Regulation 3(2) of the SEBI (SAST) Regulations.

Offer Details and Shareholding Impact

The key parameters of the open offer are summarised below:

The pre- and post-offer shareholding pattern of the Target Company is as follows:

Offer Price Justification

The offer price of INR 150.00 per share has been determined as the highest of the applicable parameters under Regulation 8(2) of the SEBI (SAST) Regulations. The key price parameters considered as on the date of the Public Announcement (July 15, 2026) are as follows:

The equity shares of SBPL are classified as frequently traded on both BSE and NSE within the meaning of the SEBI (SAST) Regulations.

Schedule of Activities

The key dates for the open offer are as follows:

About the Acquirer and Target Company

The Ballygunge Family Trust is a private family trust incorporated on December 31, 2024 and registered on January 02, 2025 under the Indian Trusts Act, 1882, with its registered address at 490, 14th Main, 3rd Block, Koramangala, Bangalore, Karnataka - 560034. PAC 1, Mr. Sukumar Srinivas, serves as the Managing Trustee and is also the Managing Director of the Target Company. The net worth of the Acquirer as on March 31, 2026 is INR 1,96,57,25,034/-.

Shankara Building Products Limited was originally incorporated as Shankara Pipes India Private Limited on October 13, 1995, and is engaged in the business of manufacturing and processing of precision steel tubes, cold rolled strips, roofing profiles and accessories. The company's paid-up equity share capital is INR 24,24,93,260/- divided into 2,42,49,326 fully paid-up equity shares of face value of INR 10.00 each. The Target Company's consolidated income from operations for the year ended March 31, 2026 stood at INR 1,36,400.95 lacs, with a consolidated profit after tax of INR 384.22 lacs for the same period.

Financial Arrangements and Regulatory Compliance

The total fund requirement for the open offer, assuming full acceptances, is INR 94,57,23,750/-. In accordance with Regulation 17 of the SEBI (SAST) Regulations, the Acquirer has deposited INR 23,64,30,938/- (being 25% of the maximum consideration) in an escrow account titled 'Escrow Account – CPCPL SBPL – Open Offer' with Kotak Mahindra Bank Limited. The Manager to the Offer is Corporate Professionals Capital Private Limited, and the Registrar to the Offer is Beetal Financial & Computer Services Private Limited. The offer is not subject to any minimum level of acceptance, and there is no competing offer as of the date of the DLOO. Public shareholders are advised to consult their stock brokers or investment consultants for analysing all risks with respect to their participation in this open offer.

Shankara Building Products addressed observations from the National Stock Exchange of India Limited regarding its Q1FY27 financial results submission, citing a recent corporate restructuring and technical filing constraints. The company clarified that the omission of segment reporting was due to a demerger that consolidated its operations into a single business segment, rendering multi-segment disclosure requirements inapplicable under relevant accounting standards.

The company acknowledged a technical error where the financial results were not uploaded in a machine-readable format, despite the Audit Report being submitted correctly. It assured the exchange that future submissions would adhere to prescribed formats to prevent such inadvertent errors.

Regarding the mismatch in standalone and consolidated net cash flows from financing activities between the XBRL and PDF versions, the company attributed the difference to the treatment of a specific inter-divisional transfer. A transfer of ₹39.91 crores, executed pursuant to the Scheme of Arrangement, was shown separately in the PDF document. However, the XBRL taxonomy lacked a specific field for this disclosure, necessitating its inclusion under "Cash flows from/(used in) financing activities" in the digital filing.

This classification resulted in the ₹39.91 crore variance observed in the net cash flows from financing activities when comparing the two filing formats. The company confirmed that this discrepancy arises solely from the structural limitations of the XBRL taxonomy and the distinct presentation choices made for the PDF version.

Key Clarifications on Financial Results