A consortium of acquirers, comprising Radhe Dhokla Private Limited, Pandav Dishant Kanubhai, Nikunj Vijaybhai Prajapati, Pandav Jinesh Kanaiyalal, and Pandav Pradipkumar Vijaybhai, has launched an open offer to purchase shares from the public shareholders of Shantai Industries Limited. The offer is being made pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Offer Details

The acquirers have proposed to acquire up to 19,20,000 fully paid-up equity shares, which represents 25.60% of the voting share capital of the target company. The offer price has been set at ₹21 per share for equity shares with a face value of ₹2 each. The total offer size aggregates to ₹4,03,20,000. Although Regulation 7 of the SEBI (SAST) Regulations typically requires an offer size of at least 26%, the offer is restricted to the shares held by public shareholders, which constitutes 25.60% of the capital.

Schedule of Activities

The Letter of Offer was dispatched on May 19, 2026. The tendering period for the open offer is scheduled to commence on May 26, 2026, and will close on June 9, 2026. The final date for communicating acceptance or rejection of shares is June 23, 2026. A reminder advertisement for the offer was published on June 1, 2026, in Financial Express, Jansatta, Janadesh, and Mumbai Lakshadeep.

Committee of Independent Directors' Recommendation

The Committee of Independent Directors (IDC) of Shantai Industries Limited convened on May 21, 2026, to evaluate the proposal. The committee reviewed the Public Announcement, Detailed Public Statement, and the Letter of Offer. The IDC determined that the offer price of ₹21 is in line with the parameters prescribed by SEBI regulations. The price is comparable to the volume-weighted average market price of ₹20.78 per share for the 60 trading days preceding the Public Announcement and is higher than the highest negotiated price of ₹11.50 per share. Consequently, the committee believes the offer is fair and reasonable.

Shareholder Advisory

While the IDC endorsed the offer, it drew the attention of shareholders to the fact that the equity shares of Shantai Industries Limited are currently trading on the BSE at a price higher than the offer price of ₹21. The committee advised shareholders to independently evaluate the open offer in light of the current market price and other investment options before making a decision to participate. The recommendation was unanimously approved by the members of the IDC.

Shantai Industries Limited reported a net loss of ₹131.353 lakh for the financial year ended March 31, 2026, a reversal from the net profit of ₹30.631 lakh recorded in the previous year. The company’s revenue from operations declined sharply to ₹981.200 lakh for the current period, down from ₹2,024.965 lakh in the year ended March 31, 2025. The financial results were audited by the Statutory Auditors, M/s DSI & Co., who issued an unmodified opinion.

For the quarter ended March 31, 2026, the company recorded a net loss of ₹41.039 lakh on revenue from operations of ₹156.036 lakh. In the corresponding quarter of the previous year, the company had posted a net profit of ₹8.467 lakh with revenue of ₹723.453 lakh. Total expenses for the full year increased to ₹1,116.606 lakh from ₹2,001.009 lakh in the prior year, while the profit before tax for the year stood at a loss of ₹127.821 lakh compared to a profit of ₹32.511 lakh in FY25.

The Board of Directors, in its meeting held on May 25, 2026, approved the standalone audited financial results. The Board also appointed Mr. Dharan Shah, Chartered Accountant, as the Internal Auditor for the financial year 2026-27. The appointment follows the completion of his previous term and is effective from May 25, 2026.

The statement of assets and liabilities as of March 31, 2026, shows total assets at ₹635.702 lakh, a decrease from ₹1,477.673 lakh in the previous year. Total equity stood at ₹635.170 lakh, while total liabilities were reported at ₹0.531 lakh. The company noted that it operates as a single operating segment in accordance with Ind AS 108.

Cash and cash equivalents at the end of the financial year were ₹70.295 lakh, up from ₹54.593 lakh in the previous year. The net cash flow from operating activities for the year was positive at ₹299.056 lakh, compared to a negative cash flow of ₹295.624 lakh in the prior year. The company utilized funds to repay borrowings, resulting in a net cash outflow from financing activities of ₹283.496 lakh.

Financial Performance Summary

Key Board Decisions

• Approved standalone audited financial results for the quarter and year ended March 31, 2026.
• Re-appointed Mr. Dharan Shah as Internal Auditor for FY27.