Mr. Mahesh Alabhai Odedra and Mr. Hiren Rambhai Odedra have initiated a mandatory open offer to acquire up to 22,76,406 equity shares of Noble Polymers Limited, representing 26.00% of the emerging voting share capital, at a price of ₹5 per share. The offer, which opens on July 08, 2026, and closes on July 21, 2026, is being made pursuant to Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, following a preferential allotment that results in a change of control and management of the target company.

The acquirers propose to subscribe to 22,76,400 equity shares and 60,00,000 convertible warrants on a preferential basis. The preferential issue, approved by the board on May 14, 2026, is subject to shareholder approval at an Extraordinary General Meeting scheduled for June 13, 2026. The open offer is not conditional upon any minimum level of acceptance from public shareholders.

Offer Details

The offer price of ₹5 per equity share is payable in cash. The total consideration for the open offer, assuming full acceptance, amounts to ₹1,13,82,030. The acquirers have deposited ₹1,14,00,000 into an escrow account with Kotak Mahindra Bank Limited, exceeding 100% of the maximum offer consideration, in compliance with SEBI regulations. The offer is not a competing offer as per Regulation 20 of the SEBI (SAST) Regulations, 2011.

Regulatory Approvals and Compliance

The application for in-principle approval from BSE was submitted on May 15, 2026, and is currently under process. No other statutory or regulatory approvals are required to complete the open offer, except for the stock exchange approval and shareholder approval for the preferential issue. The acquirers have confirmed that they are not classified as "Willful Defaulters" and have not been prohibited by SEBI from dealing in securities.

The target company, Noble Polymers Limited, has a history of non-compliance with SEBI (LODR) Regulations, 2015, including delays in filing financial results and other periodic disclosures. The company's securities were suspended from trading in September 2018 but were reinstated following a Securities Appellate Tribunal order in November 2025. The suspension was revoked by BSE with effect from February 11, 2026.

Financials and Shareholding

As of March 31, 2026, Noble Polymers Limited reported a net loss of ₹160.75 lakh for the financial year, compared to a net profit of ₹319.66 lakh in the previous year. The company's net worth stood at ₹472.30 lakh as of March 31, 2026. The equity shares of the target company are listed on BSE under the "XT" category and are presently in ESM Stage-2.

Upon completion of the preferential allotment and the open offer, the acquirers will hold 52.00% of the total paid-up equity share capital, resulting in their classification as promoters. The acquirers undertake to ensure that the target company complies with the minimum public shareholding requirements of 25% within the stipulated time frame if the public shareholding falls below the mandated level.

Kunvarji Finstock Private Limited, acting as Manager to the Offer, has issued a Detailed Public Statement (DPS) on behalf of Mr. Mahesh Alabhai Odedra (Acquirer-1) and Mr. Hiren Rambhai Odedra (Acquirer-2) for an open offer to acquire equity shares of Noble Polymers Limited. The Public Announcement was dated May 14, 2026, and the DPS was published on May 21, 2026, in compliance with Regulations 13(4), 14(3), and 15(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Open Offer Details

The open offer seeks to acquire up to 22,76,406 fully paid-up equity shares of face value ₹5.00 each, representing 26.00% of the emerging voting share capital of Noble Polymers Limited. The offer price has been set at ₹5.00 per share, payable in cash, determined in accordance with Regulations 8(1) and 8(2) of the SEBI (SAST) Regulations, 2011. The equity shares of the target company are not frequently traded within the meaning of Regulation 2(1)(j) of the SEBI (SAST) Regulations, 2011.

As on the date of the Public Announcement, the acquirers did not hold any equity shares of the target company. The offer is not conditional upon any minimum level of acceptance under Regulation 19(1) of the SEBI (SAST) Regulations, 2011, and is not a competing offer under Regulation 20.

Underlying Transaction and Preferential Allotment

The open offer was triggered by the Board of Directors of Noble Polymers Limited, who, at their meeting held on May 14, 2026, approved the issuance and allotment of 22,76,400 equity shares and 2,34,75,735 convertible warrants on a preferential basis at a price of ₹5.00 each, to meet the working capital requirements of the target company. The acquirers propose to subscribe to the entire 22,76,400 equity shares, and Acquirer-1 proposes to subscribe to 60,00,000 convertible warrants.

The 2,34,75,735 convertible warrants do not form part of the emerging voting share capital as they are exercisable after six months from the completion of the offer and prior to eighteen months from the date of allotment. Each convertible warrant is convertible into one equity share.

Acquirer Details and Post-Offer Shareholding

Acquirer-1, Mr. Mahesh Alabhai Odedra, is a 43-year-old Indian resident with over 25 years of business experience across diverse sectors, including agri-business. Acquirer-2, Mr. Hiren Rambhai Odedra, is a 26-year-old Indian resident with over six years of cross-sector experience specializing in agro-based commodities trading. Hiren Rambhai Odedra is the cousin of Mahesh Alabhai Odedra. Both acquirers held NIL equity shares in the target company prior to this transaction. The net worth of Acquirer-1 is ₹706.85 Lakhs and that of Acquirer-2 is ₹9.85 Lakhs, both as on March 31, 2026, as certified by CA Sunit M. Chhatbar.

Upon completion of the open offer, both acquirers shall be classified as promoters of the target company. The offer, assuming full acceptance, will not result in the minimum public shareholding falling below 25% of the emerging voting share capital.

About the Target Company

Noble Polymers Limited is registered at Shop 10, Ankur Complex, Behind Town Hall, Ashram Road, Ellisbridge, Ahmedabad-380006, Gujarat, India, with CIN L17119GJ1994PLC022429. The company is listed on BSE Limited. The company's securities were suspended from trading effective September 10, 2018, due to non-payment of fines. The exchange initiated compulsory delisting proceedings and issued a delisting notice dated January 10, 2024. The company filed an appeal before the Securities Appellate Tribunal (SAT) bearing Appeal No. 223 of 2025, and pursuant to the SAT order dated November 3, 2025, the suspension was maintained instead of compulsory delisting. Subsequently, the exchange revoked the suspension with effect from February 11, 2026, vide BSE Notice No. 20260211-5.

Target Company Financial Summary (Amt. in Lakhs)

The following table presents the audited financial statements of Noble Polymers Limited for the financial years ended March 31, 2026, March 31, 2025, and March 31, 2024:

*Total Income includes Other Income

Board of Directors

The present Board of Directors of the target company is as follows:

Offer Price Justification and Financial Arrangements

The offer price of ₹5.00 per equity share is justified under Regulations 8(1) and 8(2) of the SEBI (SAST) Regulations, 2011. The annualized trading turnover of the target company's equity shares on BSE during the twelve calendar months prior to the month of the Public Announcement (May 2025 to April 2026) was 2,55,654 shares out of 64,79,000 listed equity shares, representing an annualized turnover of 3.94%, confirming that the shares are not frequently traded. The valuation-based price was determined at ₹4.50/- per share; however, the issue price for the preferential allotment is ₹5.00/-, which is the applicable offer price.

The acquirers have deposited ₹1,14,00,000/- (Rupees One Crore Fourteen Lakh Only) in an escrow cash account with Kotak Mahindra Bank Limited, exceeding 100% of the offer consideration payable to public shareholders. The acquisition will be financed through the internal resources of the acquirers with no borrowings envisaged.

Tentative Schedule of Key Activities

The following is the tentative schedule for the open offer: