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.

Western Ministil Limited , a company grappling with financial difficulties, has reported a net loss of Rs 5.07 lakh for the quarter ended June 30. The company's Board of Directors approved the unaudited financial results in a meeting held on August 8.

Financial Performance

The company's financial situation remains precarious, with no revenue from operations during the quarter. The total expenses for the period stood at Rs 5.07 lakh, primarily consisting of other expenses. This resulted in a loss per share of Rs 0.24 for the quarter.

Comparing the results with previous periods:

While the loss has decreased compared to the previous quarter, it has increased year-over-year, indicating ongoing financial challenges.

Financial Position and Liabilities

Western Ministil's financial position remains concerning. The company's accumulated losses exceed its paid-up share capital of Rs 215.72 lakh and free reserves. Additionally, current liabilities surpass current assets, raising questions about the company's ability to meet short-term obligations.

The company owes a total of Rs 488.19 lakh to various parties, including:

• Rs 158.26 lakh to related parties
• Rs 103.34 lakh to other companies

Notably, there is an unprovided accrued interest of Rs 278.07 lakh since April 2001 on borrowings from a related party. The company has not made provisions for this interest due to financial difficulties and lack of funds.

Operational Status and Future Outlook

Western Ministil has not conducted any manufacturing activities since the closure of its plant in 1995. However, the management is exploring business revival opportunities and other fresh business ventures. Despite the challenging financial situation, the company continues to prepare its accounts on a going concern basis.

Auditor's Review

The independent auditors, MAARK & Associates, conducted a limited review of the financial results. They emphasized the non-provision of interest on borrowings and the company's accumulated losses exceeding its paid-up share capital and free reserves. The auditors noted that these factors indicate material uncertainty about the company's ability to continue as a going concern.

Western Ministil's shares are listed on the BSE with the scrip code 504998. As the company continues to navigate its financial challenges, stakeholders will be closely watching for any signs of potential business revival or strategic changes in the coming quarters.