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.

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.

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.

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.

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.

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.