Banganga Paper Industries Limited has announced a comprehensive preferential issue of equity shares and convertible warrants following shareholder approval at its Extraordinary General Meeting held on January 14, 2026. The company successfully concluded the EGM with shareholders demonstrating strong support by approving all 10 proposed resolutions, including authorization for the preferential issue.

Preferential Issue Details

The company has disclosed details of its preferential issue under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The issue comprises multiple components targeting different investor categories.

Share Swap Arrangements

The preferential issue includes significant share swap transactions with non-promoter investors. The largest allocation goes to Ronak Jain with 3,28,34,551 shares, followed by Sarita Jain with 3,21,40,772 shares, and Jasmine with 2,97,45,582 shares.

Cash Issue and Convertible Warrants

The cash component of the preferential issue targets multiple non-promoter investors, with Deepak Saraf receiving the largest allocation of 1,65,75,000 shares. Estara Ventures Private Limited and Himathsingh R Marak are also significant beneficiaries with allocations of 1,50,00,000 and 1,48,05,000 shares respectively.

The convertible warrants component includes allocations to the Jain family members, with Karishma Jain receiving 60,00,000 warrants, while Ronak Jain and Priyanka Jain each receive 50,00,000 warrants.

EGM Success and Corporate Transformation

The EGM was conducted through video conferencing, commencing at 12:02 PM and concluding at 12:46 PM on January 14, 2026. Despite technical difficulties that delayed the originally scheduled 11:00 AM start time, the meeting proceeded with robust shareholder participation, demonstrating 100.00% participation from public non-institutional shareholders.

The approved resolutions included increase in borrowing limits, enhancement of authorized share capital structure, official name change from Inertia Steel Limited to Banganga Paper Industries Limited, and authorization for the preferential issue of equity shares and convertible warrants.

Regulatory Compliance and Next Steps

The preferential issue has been structured in compliance with Sections 62(1)(c) and 42 of the Companies Act, 2013, and SEBI regulations. For the convertible warrants, investors will pay 25% of the warrant price at allotment, with the remaining 75% payable upon conversion to equity shares. The newly issued shares will rank pari passu with existing equity shares and will be listed on the stock exchange subject to necessary approvals.

This comprehensive capital raising initiative positions Banganga Paper Industries Limited for its next phase of growth under its new corporate identity, with the company having successfully transitioned from its former identity as Inertia Steel Limited.

Banganga Paper Industries Limited has progressed its mandatory open offer process with the submission of a Draft Letter of Offer (DLOF) to SEBI on December 30, 2025. The comprehensive document outlines the acquisition of 3.48 crore equity shares at ₹1.45 per share, representing 100% of existing public shareholding.

Draft Letter Submission and Regulatory Process

Navigant Corporate Advisors Limited, serving as Manager to the Offer, submitted the DLOF to SEBI Mumbai on December 30, 2025, marking the final deadline for draft submission. The document provides detailed information about the open offer process, regulatory compliance requirements, and comprehensive tender procedures for shareholders.

Comprehensive Offer Schedule and Timeline

The DLOF establishes a detailed schedule of major activities spanning from December 2025 to March 2026. Key milestones include SEBI comment receipt, identified date determination, and offer opening and closure dates.

Acquirer Structure and Financial Arrangements

The open offer involves four acquirers led by Ronak Jain, along with three persons acting in concert (PACs). The acquisition structure includes both share purchase agreements and preferential allotment arrangements totaling significant shareholding changes.

Financial Arrangements and Escrow Details

The acquirers have established comprehensive financial arrangements to support the offer obligations. Cash deposits and bank guarantees ensure adequate coverage for the total consideration amount.

Risk Factors and Regulatory Compliance

The DLOF outlines comprehensive risk factors related to the offer, including proportionate acceptance in case of oversubscription, statutory approval requirements, and potential delays. The document emphasizes that shares under lock-in periods cannot be tendered in accordance with SEBI ICDR Regulations.

The offer price of ₹1.45 per share represents the highest among negotiated prices and preferential allotment prices, justified under Regulation 8(2) of SEBI (SAST) Regulations. Independent valuation by CA Amit Maloo determined a fair value of ₹1.37 per share for the target company.

Settlement Mechanism and Shareholder Procedures

The open offer will be implemented through BSE's stock exchange mechanism via a separate Acquisition Window. Allwin Securities Limited has been appointed as the buying broker, with comprehensive procedures established for both dematerialized and physical share tendering. The settlement process follows existing secondary market mechanisms with direct credit facilities for efficient fund transfers.