Banganga Paper Industries: Open Offer for 3.48 Crore Shares at ₹1.45 Each

Banganga Paper Industries Limited has announced a mandatory open offer under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The offer targets the acquisition of 3.48 crore equity shares, representing 100% of the existing public shareholding, at a fixed price of ₹1.45 per equity share.

Open Offer Details

The acquirers, led by Ronak Jain and associates, are seeking to purchase 3,47,88,000 equity shares of the target company. Navigant Corporate Advisors Limited has been appointed as the Manager to the Offer.

Parameter	Details
Offer Size	3,47,88,000 equity shares
Public Shareholding	100%
Offer Price	₹1.45 per share
Total Consideration	₹5,04,42,600
Payment Mode	Cash

Acquirers and Transaction Structure

The open offer is being made by four acquirers along with three persons acting in concert (PACs). The primary acquirer, Ronak Jain, will lead the acquisition alongside Sarita Jain, Priyanka Jain, and KK Impex Trading Private Limited. The PACs include Karan Jain, Karishma Rohit Jain, and Radhika Karan Jain.

Acquirer	Current Holding	Post-Transaction Holding
Ronak Jain	11,78,34,551 shares (35.62%)	12,28,34,551 shares (34.81%)
Sarita Jain	Nil	3,21,40,772 shares (9.71%)
Priyanka Jain	Nil	2,54,81,944 shares (7.22%)
KK Impex Trading	4,51,72,413 shares (4.59%)	1,51,72,413 shares (4.30%)

Triggering Transactions

The open offer obligation has been triggered by two key transactions approved by the Board of Directors on December 17, 2025:

A proposed preferential allotment of 10,06,29,680 equity shares to the acquirers, representing 30.42% of the emerging equity voting share capital. This allotment will be made in-kind against the acquisition of shares in CMJ Breweries Private Limited.
The allotment of 2,20,00,000 convertible warrants to the acquirers and PACs at ₹1.45 per warrant.

Additionally, a separate share purchase agreement dated December 17, 2025, involves Ronak Jain acquiring 8,50,00,000 equity shares from existing promoters for ₹12,24,00,000 at ₹1.44 per share.

Regulatory Compliance and Timeline

The open offer is being conducted under Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011. The acquirers have confirmed adequate financial resources to meet their obligations under the offer.

Regulatory Aspect	Details
Trigger Regulation	SEBI (SAST) Regulations 3(1) & 4
Offer Type	Mandatory Triggered Offer
Minimum Acceptance	Not conditional on minimum level
EGM Date	January 14, 2026
Detailed Public Statement	To be published by December 24, 2025

Post-transaction, the acquirers and PACs will jointly hold 58.84% of the expanded equity voting share capital, with the acquirers being classified as promoters and PACs forming part of the promoter group. Banganga Paper Industries' shares are listed on BSE Limited with scrip code 512025.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
+1.39%	+11.85%	+27.85%	-19.30%	-25.80%	+604.76%

Banganga Paper Industries Limited's Board of Directors has approved a comprehensive expansion and restructuring plan, with the Committee of Independent Directors subsequently endorsing the preferential issue proposals. The decisions mark a strategic shift for the company, including significant capital enhancement, strategic acquisition, and business diversification initiatives.

Independent Directors Approve Preferential Issue

The Committee of Independent Directors, in their meeting held on December 17, 2025, approved the proposed preferential allotment of 10.06 crore equity shares and 2.20 crore convertible warrants. The committee confirmed that the issue price of ₹1.45 per share is fair and reasonable, determined as per Chapter V of SEBI regulations.

Committee Decision Details	Specifications
Meeting Date	December 17, 2025
Equity Shares Approved	10.06 crore shares
Convertible Warrants	2.20 crore warrants
Issue Price	₹1.45 per share/warrant
Voting Pattern	Unanimous approval

The committee noted that the offer price includes a control premium due to the anticipated change in control following the preferential allotment and completion of the open offer.

Capital Structure Enhancement

The board approved a substantial increase in the company's authorized share capital from ₹12.00 crores to ₹36.00 crores, representing a three-fold expansion. The enhanced capital structure will comprise 36 crore equity shares of ₹1.00 each, subject to shareholder approval.

Parameter	Current Structure	Proposed Structure
Authorized Capital	₹12.00 crores	₹36.00 crores
Number of Shares	12 crore shares	36 crore shares
Face Value	₹1.00 per share	₹1.00 per share

Strategic Acquisition of CMJ Breweries

The company has approved the acquisition of a 78.90% equity stake in CMJ Breweries Private Limited for ₹21.90 crores. CMJ Breweries operates as the largest brewery in Northeast India with its registered office in Shillong, Meghalaya.

Acquisition Details	Specifications
Target Company	CMJ Breweries Private Limited
Stake Acquired	78.90%
Total Consideration	₹21.90 crores
Payment Method	Share swap
Shares to be Issued	15.11 crore equity shares
Issue Price	₹1.45 per share

CMJ Breweries achieved a standalone turnover of ₹252.00 crores for the financial year 2024-25. The acquisition represents a strategic diversification into the alcoholic beverages sector, specifically beer manufacturing.

Corporate Restructuring Initiatives

The board approved several significant corporate changes including the sale of 99.96% equity shares in subsidiary Banganga Paper Mills Limited for ₹11.22 crores. The company also proposed changing its name from "Banganga Paper Industries Limited" to "Asgard Alcobev Limited," subject to availability and regulatory approvals.

Restructuring Elements	Details
Subsidiary Sale Value	₹11.22 crores
Proposed New Name	Asgard Alcobev Limited
Office Relocation	Shillong, Meghalaya
Enhanced Borrowing Limits	₹500.00 crores

The comprehensive restructuring plan positions the company for diversified growth while maintaining its core operations, with all major decisions subject to shareholder and regulatory approvals.