Sanginita Chemicals Limited has opened an offer to acquire up to 1,56,89,957 fully paid-up equity shares, representing 26% of the emerging fully diluted voting equity share capital, at a price of ₹13.55 per share. The offer, aggregating to ₹21,25,98,917.35, is being made by acquirers BNG Investment LLC and Anubhav Agarwal pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The tendering period for the offer commenced on June 10, 2026, and will close on June 23, 2026.

The Committee of Independent Directors (IDC) of Sanginita Chemicals has reviewed the proposal and unanimously recommended the offer, stating it is fair and reasonable. The offer follows a preferential allotment of equity shares and is based on an emerging fully diluted voting equity share capital of 6,03,45,986 equity shares with a face value of ₹10 each. The acquirers have deposited 100% of the consideration payable into an escrow account.

Board and Management Changes

Pursuant to the offer and compliance with SEBI regulations, the company's Board of Directors underwent significant changes effective June 5, 2026. Mrs. Hansaben Dineshshin Chavada, Mr. Vijaysinh Dineshshin Chavada, and Mr. Dineshshin Bhimsinh Chavada resigned from the Board. Consequently, Mr. Anubhav Agarwal was appointed as an Additional Non-Executive Non-Independent Director, Mr. Gaurav Kumar Tripathi as Whole Time Director, and Mr. Piyush Bichhoriya as an Additional Non-Executive Non-Independent Director. Additionally, Ms. Nidhi Dixit was appointed as the Company Secretary and Compliance Officer, succeeding Ms. Saroj Ghanshyam Jagetia.

Revised Offer Schedule

The Manager to the Offer, Finshore Management Services Limited, released the pre-offer advertisement on June 9, 2026. The schedule for the open offer activities has been revised from the initial draft.

The offer is not conditional upon any minimum level of acceptance. Shareholders holding shares in physical or demat form are eligible to participate, with specific procedures outlined for those who have not received the Letter of Offer.

Sanginita Chemicals Limited has allotted 1,52,87,356 fully paid-up equity shares to B N G Investment LLC to complete the acquisition of 100% stake in Agastya Green Energy Limited. The shares were issued at a price of ₹13.05 per share, including a premium of ₹3.05, pursuant to a share swap agreement approved by shareholders in April 2026. This transaction finalizes the acquisition of Agastya Green Energy Limited, a strategic move for the company.

The Board of Directors approved the allotment on June 9, 2026, following shareholder approval via a special resolution at an Extra-Ordinary General Meeting held on April 11, 2026. The National Stock Exchange of India Limited granted in-principle approval for the transaction on June 3, 2026. The shares were allotted on a preferential basis to B N G Investment LLC, the shareholder of Agastya Green Energy Limited.

Transaction Details

The preferential allotment was executed to satisfy the terms of the Share Swap and Share Purchase Agreement (SSSPA). The equity shares allotted will be directly transferred to the demat account of the proposed allottee in accordance with Regulation 22(2A) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The Board of Directors decided to credit the equity shares to the proposed allottee's account after Mr. Anubhav Agarwal, the acquirer to the open offer, deposited an amount equal to the entire consideration payable under the open offer assuming full acceptance. The Board meeting convened at 7.00 p.m. and concluded at 7.15 p.m. on June 9, 2026.