Western Ministil Limited successfully concluded its Extra-Ordinary General Meeting (EGM) on December 24, 2025, with shareholders unanimously approving all six special resolutions presented by the management. The meeting was conducted through video conferencing at 3:00 PM and concluded within five minutes, demonstrating strong shareholder consensus.

Meeting Overview and Participation

The EGM was held in compliance with regulatory requirements under Regulation 44(3) of the SEBI (LODR) Regulations, 2015 and Section 108 of the Companies Act, 2013. The company facilitated both remote e-voting and electronic voting during the meeting through the National Securities Depository Limited (NSDL) platform.

Voting Results and Shareholder Response

All six special resolutions received overwhelming support from shareholders, with identical voting patterns across each resolution. The voting demonstrated strong alignment between promoter and public shareholder interests.

Approved Resolutions and Corporate Actions

The shareholders approved six critical special resolutions that will enable the company's strategic growth initiatives:

1. Increase in Authorized Share Capital: This resolution enables the company to expand its capital base to support future growth plans and business expansion requirements.

2. Issue of Equity Shares and Convertible Warrants on Preferential Basis: The approval allows the company to raise capital through preferential allotment, providing flexibility in funding mechanisms.

3. Increase in Borrowing Limits: This resolution expands the company's borrowing capacity to meet working capital and expansion financing needs.

4. Power to Create Charge on Company Assets: Under Section 180(1)(a) of the Companies Act, 2013, this enables the company to secure borrowings against its assets.

5. Increase in Investment and Lending Limits: The resolution enhances the company's ability to make strategic investments and extend loans to related entities.

6. Amendment in Object Clause of Memorandum of Association: This modification allows the company to diversify its business activities and explore new opportunities.

E-Voting Process and Compliance

The company implemented a comprehensive e-voting system to ensure maximum shareholder participation. Remote e-voting was available from December 21, 2025 (9:00 AM) to December 23, 2025 (5:00 PM), with additional e-voting facilities provided during the meeting for shareholders who had not previously voted.

Poonam Somani (FCS-9364/CP-8642) of Somani & Associates served as the scrutinizer, ensuring transparent and fair voting processes. The scrutinizer's report confirmed that all resolutions were passed with the requisite majority, with no invalid votes recorded across any category.

The unanimous approval of all resolutions reflects strong shareholder confidence in Western Ministil's strategic direction and management's ability to execute growth plans effectively.

Western Ministil Limited has moved closer to completing its mandatory open offer process with the submission of the draft letter of offer to SEBI by Navigant Corporate Advisors Limited on December 10, 2025. The open offer, triggered by a preferential allotment, seeks to acquire up to 26% of the company's expanded equity share capital.

Open Offer Details and Structure

Kalpesh Naginbhai Patel and Vandana Patel (the Acquirers) are making a mandatory open offer to acquire up to 33,80,000 equity shares representing 26% of Western Ministil's expanded equity and voting share capital. The offer price has been set at Rs 10.00 per share, with the tendering period scheduled from January 16-29, 2026.

The open offer follows the Board's approval on November 26, 2025, for a preferential allotment of 35,00,000 equity shares and 45,00,000 convertible warrants to the acquirers at Rs 10.00 per share/warrant. This transaction will result in a change of control, triggering the mandatory open offer under SEBI takeover regulations.

Acquirer Background and Financial Arrangements

Kalpesh Patel, a 54-year-old Overseas Citizen of India currently residing in Orlando, Florida, brings over 33 years of engineering experience. Vandana Patel, his 47-year-old spouse, is also an Overseas Citizen of India. Their certified net worth stands at Rs 1,057.73 lakhs and Rs 1,303.32 lakhs respectively as of November 10, 2025.

The acquirers have deposited Rs 340.00 lakhs in an escrow account with Kotak Mahindra Bank Limited on November 27, 2025, representing more than 100% of the offer consideration, ensuring compliance with SEBI regulations.

Company's Current Financial Position

Western Ministil Limited, originally incorporated in 1972, is currently not carrying on any operational business and has no operational revenue. The company's financial position reflects challenges with negative equity and accumulated losses.

Shareholding Pattern and Control Changes

Post the preferential allotment and assuming full acceptance of the open offer, the acquirers will hold 1,13,80,000 equity shares, constituting 87.54% of the expanded equity share capital. The existing promoters will cease to be promoters and will be reclassified as public shareholders.

Business Objectives and Future Plans

The acquirers intend to grow the business of Western Ministil and may diversify its business activities with prior shareholder approval. The main purpose of this takeover is to expand the company's business activities through exercising effective control. The company has also proposed alterations to its main object clause to include trading in industrial machinery, tin-printing containers, chemicals, and related support services.

Regulatory Compliance and Timeline

The draft letter of offer has been filed with SEBI for regulatory review. The offer is not conditional upon any minimum level of acceptance and complies with all applicable SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The company's Extraordinary General Meeting is scheduled for December 24, 2025, to seek shareholder approval for the preferential allotment.

The successful completion of this open offer will mark a significant transformation for Western Ministil, providing it with new management, financial resources, and strategic direction to revive its operations and explore new business opportunities in the industrial and manufacturing sectors.