Onix Renewable Limited, a Gujarat-based company engaged in EPC (Engineering, Procurement, and Construction) work for ground-mounted solar projects, has launched a mandatory open offer to acquire up to 17,30,400 equity shares of Sarda Proteins Limited, representing 19.28% of the Emerging Voting Share Capital, at an offer price of ₹115.00 per fully paid-up equity share. The offer has been triggered pursuant to Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, following the conversion of warrants into equity shares on March 18, 2026.

Offer Details at a Glance

The key parameters of the open offer are summarised below:

Background of the Offer

The open offer was triggered following the conversion of 72,50,000 warrants into equity shares on March 18, 2026. The Board of Directors of Sarda Proteins Limited had originally allotted 72,50,000 warrants on April 08, 2025, at a price of ₹115.00 per convertible warrant. The subsequent conversion of these warrants resulted in the Acquirer and PACs collectively holding 72,45,500 equity shares, constituting 80.72% of the Emerging Voting Share Capital of the Target Company. The details of allottees pursuant to the conversion of warrants are as follows:

As per Regulation 7 of the SEBI (SAST) Regulations, 2011, the offer size should be at least 26% of the Emerging Voting Share Capital. However, the offer size is restricted to 17,30,400 equity shares — being the entire shareholding of eligible public shareholders — representing 19.28% of the Emerging Voting Share Capital.

Offer Price Justification

The offer price of ₹115.00 per equity share has been determined as the highest of the applicable parameters under Regulation 8(1) and 8(2) of the SEBI (SAST) Regulations. The closing share price of Sarda Proteins Limited on BSE as on the date of the Public Announcement (March 18, 2026) was ₹72.99. The key price parameters considered are as follows:

The offer price of ₹115.00 per share, being the highest of the above parameters, has been justified in terms of Regulation 8 of the SEBI (SAST) Regulations. The equity shares of Sarda Proteins Limited are presently placed under Stage IV of the Graded Surveillance Measure (GSM) framework on BSE, effective May 13, 2026.

About the Acquirer

Onix Renewable Limited was incorporated as a public limited company under the Companies Act, 2013, with its registered office at P-212-B, Gate No-2, Lodhika GIDC, Metoda, Rajkot, Gujarat-360021. The Acquirer is promoted by Mr. Divyesh Savaliya, Mrs. Madhuri Savaliya, and Mr. Piyush Savaliya. The authorised share capital of the Acquirer is Rs. 5,50,00,00,000 and its paid-up equity share capital is Rs.1,09,27,17,640, comprising 10,92,71,764 equity shares of Rs.10 each. The Acquirer's net worth as on September 30, 2025 was ₹78,950.62 Lakhs. Key financial highlights of the Acquirer (₹ in Lakhs) are as follows:

About Sarda Proteins Limited

Sarda Proteins Limited was incorporated on December 03, 1991, and is registered under the Companies Act with its registered office at B-536-537, Matsya Industrial Area, Alwar, Rajasthan, 301030. The company is engaged in the business of solar power generation and trading of solar cells and modules. As on the date of the Letter of Offer, the paid-up share capital of the Target Company is ₹8,97,59,000, comprising 89,75,900 equity shares of ₹10 each (post conversion of warrants). The equity shares are listed and traded on BSE Limited under the XT Group, and are currently suspended from trading on The Calcutta Stock Exchange Limited (CSE) due to non-compliance with listing agreement provisions.

Key financial highlights of Sarda Proteins Limited (₹ in Lakhs) are as follows:

The number of shareholders in Sarda Proteins Limited in the public category is 2,928 as on May 27, 2026.

Financial Arrangements and Escrow

The Acquirer has confirmed that the acquisition will be financed through internal resources, with no funds borrowed from banks or financial institutions. An escrow account under the name and style of 'ONIX RENEWABLE LIMITED OPEN OFFER ESCROW ACCOUNT' (Account No: 000405165956) has been opened with ICICI Bank Limited, with a cash deposit of ₹4,97,49,000, representing 25% of the offer consideration payable to the public under this open offer, in compliance with Regulation 17 of the SEBI (SAST) Regulations, 2011.

The net worth of the PACs as on September 30, 2025, as certified by CA Virat Dudhatra (Membership No. 622930), is as follows:

• PAC 1 (Divyesh Mansukhbhai Savaliya): Rs. 37,720 Lakhs
• PAC 2 (Piyush Mansukhbhai Savaliya): Rs. 22,955.37 Lakhs
• PAC 3 (Nikhil Hareshbhai Savaliya): Rs. 6048.19 Lakhs

Key Offer Conditions

• The offer is not conditional upon any minimum level of acceptance.
• There is no competing offer as on the date of the Letter of Offer.
• The offer is not a conditional offer and is not pursuant to any indirect acquisition.
• Post completion of the offer (assuming full acceptance), the Acquirer's post-offer shareholding would be 87,30,400 shares, representing 97.026% of the Emerging Voting Share Capital.
• Pursuant to the completion of the underlying transaction and open offer, the public shareholding in the Target Company may fall below the minimum public shareholding requirement of 25%, and the Acquirer has undertaken to take necessary steps to bring the non-public shareholding to 75.00% within 12 months from the date of such fall.
• In the event of any delay in payment to public shareholders, the Acquirer will be liable to pay interest at the rate of 10.00% per annum for the period of delay, in accordance with Regulation 18(11A) of the SEBI (SAST) Regulations.