Prabhhans Industries Limited is the subject of a mandatory open offer by Exigo Recycling Private Limited and associated entities. The acquirers aim to purchase up to 54,82,248 fully paid-up equity shares, representing 15.84% of the expanded voting share capital, at a price of ₹41.30 per share.

The Detailed Public Statement (DPS) was submitted on October 8, 2026, following a public announcement made on September 30, 2026. The offer is triggered under Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, consequent to a proposed preferential issue that will grant the acquirers control over the target company.

Offer Structure and Acquirers

The offer is being made by Exigo Recycling Private Limited (Acquirer-1), Mr. Raman Sharma (Acquirer-2), Mr. Anagh Ojha (Acquirer-3), and Mr. Pankaj Chopra (Acquirer-4). They are acting in concert with Ms. Kanika Gurjar (PAC-1) and Mr. Ashok Sharma (PAC-2).

The acquisition stems from share swap agreements entered into on September 30, 2026. The acquirers are swapping their holdings in two unlisted transferor companies, Reown Device Private Limited and MTOW Mobility Private Limited, for equity shares in Prabhhans Industries. Upon completion of the preferential allotment and assuming full acceptance in the open offer, the acquirers and persons acting in concert will hold 90.75% of the expanded voting share capital.

Financial Arrangements

The total consideration for the open offer, assuming full acceptance, amounts to ₹22,64,16,843. The acquirers have confirmed adequate financial resources to meet this obligation. An escrow account has been opened with ICICI Bank Limited, into which ₹5,70,00,000 has been deposited as of October 5, 2026. This deposit represents more than 25% of the total offer consideration, complying with regulatory requirements.

Pricing Justification

The offer price of ₹41.30 per share is justified under Regulation 8(2) of the SEBI (SAST) Regulations. It exceeds the highest of the following parameters calculated prior to the public announcement date:

• Highest negotiated price under the Share Swap Agreement: ₹41.30
• Volume-weighted average price paid during the preceding 52 weeks: ₹28.12
• Highest price paid during the preceding 26 weeks: ₹31.10
• Volume-weighted average market price for the preceding 60 trading days: ₹37.86

The equity shares of the target company are classified as frequently traded on the BSE, with an annualized trading turnover of 26.25% during the twelve months preceding the announcement.

What the Numbers Show

A critical observation from the filing is the disparity between the mandated minimum open offer size and the actual offer size. Regulation 7(1) requires an open offer for at least 26% of the expanded voting share capital. However, the current offer covers only 15.84% because the remaining public holding consists largely of shareholders who are deemed to be acting in concert with the acquirers due to their participation in the preferential allotment. These deemed PACs are ineligible to tender their shares, effectively limiting the liquidity event available to independent minority shareholders despite the significant change in control structure.

Prabhans Industries shareholders approved all 13 resolutions at its 32nd Annual General Meeting held on September 30, 2026. The meeting, conducted via video conferencing, saw significant voting support for financial and governance matters.

The approvals included granting the board power to borrow funds up to ₹100 crore under Section 180(1)(c) of the Companies Act, 2013. Shareholders also authorized the creation of charges on company assets under Section 180(1)(a). These measures provide the company with enhanced financial flexibility for future operations.

Governance and Director Appointments

The meeting addressed several key governance issues, including the re-appointment of directors and regularization of appointments. Ms. Parminder Kaur was re-appointed as a director liable to retire by rotation. Additionally, the shareholders approved the regularization of Mr. Parveen Bhadana as Whole Time Director, and Ms. Megha Sharan and Mr. Atul Chauhan as Non-Executive Independent Directors.

Voting results indicated strong support for these appointments, with the majority of votes cast in favour through remote e-voting facilities provided by CDSL.

Remuneration Waivers Approved

A significant portion of the agenda involved special resolutions for waivers regarding managerial remuneration. Shareholders approved the waiver for recovery of excess remuneration paid to Managing Director Satnam Singh for FY25. Similar waivers were approved for Non-Executive Directors Harjot Kaur Chawla and Parminder Kaur for the period April 1, 2024 to March 31, 2026. The board also received approval to pay managerial remuneration in excess of limits prescribed under Section 197 of the Companies Act, 2013.

What the Numbers Show

The voting data reveals a consistent pattern of support across all resolutions. For most items, including financial approvals and director appointments, 87.76% of valid votes were cast in favour, while 12.24% were against. This uniformity suggests a cohesive shareholder base or concentrated voting power among supporters. Notably, promoter group participation was recorded at 58.33% of their holding on e-voting platforms for most resolutions, indicating active engagement from the management side during the digital voting process.