B N G Investment LLC and Mr. Anubhav Agarwal have concluded an open offer to acquire shares of Sanginita Chemicals Limited , securing a 68% stake in the company through a combination of an open offer, preferential allotment, and a share swap agreement. The acquirers targeted 26% of the emerging fully diluted voting equity share capital via the open offer at a price of ₹13.55 per share. The offer, which opened on June 10, 2026, and closed on June 23, 2026, saw significantly lower participation than initially proposed, with only 9,004 shares tendered and accepted against the maximum offer size of 1,56,89,957 shares.

Acquisition Details

The total acquisition strategy involved multiple transaction types. Prior to the open offer, the acquirers completed a Share Swap and Share Purchase Agreement (SSSPA) on March 20, 2026, acquiring 65,78,994 shares, representing 10.90% of the fully diluted equity share capital. Additionally, the Board of Directors of Sanginita Chemicals Limited approved a preferential allotment of 3,44,44,436 shares to B N G Investment LLC, constituting 57.08% of the expanded capital. These preferential shares were allotted in two tranches on June 9, 2026, and June 17, 2026.

Post-Offer Shareholding

Following the conclusion of the open offer and the completion of the preferential allotment, the acquirers' aggregate shareholding reached 4,10,32,434 equity shares, amounting to 68% of the fully diluted voting equity share capital. The public shareholding consequently adjusted to 32%, comprising 1,93,13,552 shares. The consideration for the shares acquired through the open offer was paid on June 30, 2026.

Transaction Summary

Finshore Management Services Limited acted as the Manager to the Offer, while Purva Sharegistry (India) Private Limited served as the Registrar to the Offer. The post-offer advertisement was published on July 7, 2026, in compliance with Regulation 18(12) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Sanginita Chemicals Ltd has reclassified four individuals from the promoter and promoter group categories to the public category, effective June 29, 2026, following the completion of transactions under an open offer. The reclassification follows the acquisition of shares by acquirers BNG Investment LLC and Mr. Anubhav Agarwal pursuant to a Share Swap and Share Purchase Agreement dated March 20, 2026. Consequently, the acquirers have been classified as promoters of the company.

The disclosure was submitted to the National Stock Exchange of India Limited in compliance with Regulation 31A (10)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company confirmed that the actual transfer of equity shares and the taking of control by the acquirers occurred on June 29, 2026. A prior disclosure regarding the transfer of shares by Sanginita Industries LLP to Mr. Anubhav Agarwal was made on June 24, 2026.

The reclassified promoters and promoter group confirmed compliance with regulatory requirements. They verified that they do not hold more than 10% of the total voting rights in the target company, exercise control over its affairs, or possess special rights through shareholder agreements. Additionally, they confirmed they are not represented on the board of directors, do not act as key managerial personnel, and are not wilful defaulters or fugitive economic offenders.

Sanginita Chemicals Ltd further confirmed that trading in its shares is not suspended by the stock exchange and that there are no outstanding dues to SEBI, stock exchanges, or depositories. BNG Investment LLC is currently in the process of completing the acquisition of shares from other promoters and promoter group members.

Reclassification Details