Mahan Industries Limited issued a corrigendum to its Draft Letter of Offer (DLOF) on August 14, 2026, detailing amendments to an ongoing open offer for the acquisition of 26% of its expanded voting equity share capital. The acquirers, Mr. Nishil Sanjaykumar Shah and Mr. Niranjankumar Navratanmal Jain, are proposing to acquire up to 20,02,000 equity shares from public shareholders at an offer price of ₹12.00 per share.

The corrigendum, filed with BSE Limited and SEBI, primarily clarifies the terms of a related and simultaneous transaction involving a preferential allotment. The Board of Directors approved this issue on July 16, 2026, subject to shareholder and regulatory approvals.

Preferential Allotment Structure

The amended disclosures specify that the target company proposes to issue an aggregate of 32,00,000 equity shares and 2,16,55,216 convertible warrants, each having a face value of ₹10. The issue price for both instruments is set at ₹12.00.

The allocation is structured as follows:

Each convertible warrant is exercisable into one equity share of the target company. The filing explicitly states that these warrants will not form part of the expanded voting share capital immediately. They are exercisable only after the expiry of four months from the completion of the open offer and before the expiry of eighteen months from their allotment date.

Regulatory and Financial Disclosures

The acquirers have confirmed they possess adequate financial resources to fulfill their obligations under the open offer. They have deposited more than 25% of the consideration payable to public shareholders into an escrow account, in compliance with Regulation 25(1) of the SEBI (SAST) Regulations, 2011.

The corrigendum also updates the statutory approval requirements. As of the date of the DLOF, no statutory approvals are required to complete the underlying transaction or the open offer, except for the prior approval of the Reserve Bank of India (RBI). The target company must also obtain in-principle approval from BSE Limited for the listing of equity shares proposed to be allotted on a preferential basis.

Management Appointments

The filing confirms recent management appointments linked to the acquirers:

• Mr. Nishil Sanjaykumar Shah has been appointed as a Professional Director (Executive Director).
• Mr. Niranjankumar Navratanmal Jain has been appointed as a Professional Director (Executive Director) and Chief Financial Officer (CFO).

Both appointments were effective from November 5, 2025. Neither individual is classified as a promoter.

Mahan Industries Limited has accepted the resignation of Yash Kamleshkumar Shah (DIN: 10565098) from his role as Non-Executive (Independent) Director, effective August 8, 2026. The departure marks a change in the company’s board composition, with Shah citing pre-occupation and other personal commitments as the primary reasons for stepping down. The Board of Directors formally acknowledged receipt of the resignation and placed on record its appreciation for Shah’s guidance and valuable contributions during his tenure with the Ahmedabad-based engineering firm.

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in compliance with SEBI Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The company notified the Listing Department of BSE Limited on August 8, 2026, providing details required under Schedule III of the Listing Regulations regarding changes in directors.

Resignation Details

Yash Kamleshkumar Shah submitted his formal letter of resignation to the Board of Directors on August 8, 2026. In the letter, he confirmed that there are no other material reasons for his resignation beyond those stated. The disclosure also noted that Shah does not hold directorships in any other listed entities at the time of his resignation.

Board Acknowledgement

The Board of Directors expressed gratitude for Shah’s service during his association with Mahan Industries Limited. The company stated that it would arrange to submit the necessary forms to the Registrar of Companies in accordance with statutory requirements. Nishil Shah, Director of Mahan Industries Limited (DIN: 09165405), signed the disclosure on behalf of the company.

What This Means for Governance

The exit of an independent director requires Mahan Industries Limited to ensure continued compliance with SEBI’s norms on board composition, which mandate a minimum number of independent directors based on the company’s paid-up capital. While the filing does not disclose immediate plans for replacement, listed entities are typically required to fill such vacancies within a specified timeframe to maintain regulatory compliance. Investors should monitor future announcements for the appointment of a new independent director to restore the board’s full strength.