Prabhhans Industries Limited has approved the shifting of its registered office from Telangana to Haryana and expanded its business scope to include battery lifecycle management.

The Board of Directors met on October 8, 2026, at the company's corporate office in Ludhiana, Punjab. The meeting resulted in the approval of key structural changes, including the withdrawal of a previous resolution regarding a shift to Punjab and the subsequent decision to move the registered office to Haryana instead.

Strategic Business Expansion

A significant portion of the board's agenda focused on altering the Main Object Clause of the Memorandum of Association (MoA). The company plans to enter the product lifecycle management sector, with a primary focus on batteries and energy storage systems.

The new objectives include:

• Sourcing, procurement, design, manufacturing, and assembly of battery cells, modules, and packs.
• Handling various battery chemistries, including lithium-ion, lead-acid, nickel-based, sodium-ion, and solid-state batteries.
• Providing services such as diagnostics, testing, grading, repair, refurbishment, remanufacturing, and recycling.
• Managing second-life applications, buy-backs, exchanges, and sustainable disposal solutions.

These changes are subject to member approval and other necessary regulatory clearances.

Corporate Governance Updates

The board also addressed procedural corrections related to previous filings. The resolution dated March 13, 2024, which had approved shifting the registered office from Telangana to Punjab, was formally withdrawn. This was replaced by the new proposal to shift the registered office to Haryana.

To facilitate these changes, the board approved a revised notice for the first Extra-Ordinary General Meeting (EGM) of FY27. The EGM is scheduled to be held via Video Conferencing (VC) or Other Audio-Visual Means (OAVM).

The revised EGM will seek shareholder approval for the MoA alterations and the registered office shift. The meeting will be conducted through digital platforms, ensuring compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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.