Mr. Nishil Sanjaykumar Shah and Mr. Niranjankumar Navratanmal Jain have initiated a mandatory open offer to acquire up to 20,02,000 equity shares of Mahan Industries Limited, representing 26% of the expanded voting equity share capital, at a price of ₹12 per share. The offer, aggregating to a maximum consideration of ₹2,40,24,000, is pursuant to Regulation 3(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, triggered by a preferential allotment and a share purchase agreement. Upon completion, the acquirers will assume control of the company and be classified as promoters.

Underlying Transactions

The open offer follows the board's approval on July 16, 2026, for a preferential allotment of 32,00,000 equity shares and 2,16,55,216 fully convertible warrants. Additionally, the acquirers have entered into a Share Purchase Agreement to acquire 52,169 equity shares from the existing promoter, Mr. Yogendrakumar Gupta, at a negotiated price of ₹12 per share. The total consideration for the preferential allotment of equity shares is ₹3,84,00,000, while the warrants involve an aggregate consideration of ₹25,98,62,592.

Offer Price and Financial Arrangements

The offer price of ₹12 per share was determined based on a valuation report dated July 16, 2026, as the shares are infrequently traded. The acquirers have deposited ₹60,50,000 into an escrow account with Kotak Mahindra Bank, representing 25.18% of the total offer consideration, in compliance with SEBI regulations. The manager to the offer is Aftertrade Broking Private Limited.

Shareholding Pattern and Post-Offer Structure

Prior to the transactions, the promoters held 1.16% of the paid-up equity share capital. Assuming full acceptance of the open offer, the acquirers will hold 68.24% of the expanded voting equity share capital, while public shareholding will decrease accordingly. The acquirers have confirmed they have no plans to delist the company or dispose of significant assets for two years post-offer.

Company Financials

For the financial year ended March 31, 2026, Mahan Industries Limited reported a total income of ₹625.03 and a net profit of ₹4.61. The company's net worth stood at ₹520.70 as of the same date. The equity shares are listed on the BSE under the code 531515 and are currently under Stage-4 of the Graded Surveillance Measure.

Statutory Approvals and Offer Schedule

The completion of the offer is subject to RBI and BSE approvals. The tendering period for the open offer is scheduled to commence on September 8, 2026, and conclude on September 22, 2026. The acquirers intend to retain the listing status of the company and support its existing business operations.

Mahan Industries Limited has postponed its board meeting to July 16, 2026, to consider proposals for raising funds. The meeting, originally scheduled for July 14, 2026, was delayed due to unavoidable circumstances. The board will evaluate raising capital through the issue of equity shares, convertible equity warrants, or other permissible methods to augment the company's financial resources.

The rescheduled meeting will be held on Thursday, July 16, 2026. The agenda includes the approval of fund-raising proposals subject to regulatory and statutory approvals, including potential shareholder approval. Any other business with the permission of the Chair may also be considered.

Key Meeting Information

Pursuant to an intimation dated June 30, 2026, the trading window for dealing in the company's securities remains closed for all insiders. This includes Designated Persons, their immediate relatives, and connected persons under the company's Code of Conduct.

The communication was signed by Shah Nishil Sanjaykumar, Executive Director of the company. Shareholders and market participants can await further disclosures following the conclusion of the board meeting for specific details regarding the fund-raising mechanism.