Shantai Industries Limited faces a comprehensive open offer from multiple acquirers seeking to acquire up to 19,20,000 equity shares at ₹21 per share, representing a significant ownership change in the textile manufacturing company.

Open Offer Structure and Participants

The open offer is being conducted by five acquirers: Radhe Dhokla Private Limited (Acquirer 1), Pandav Dishant Kanubhai (Acquirer 2), Nikunj Vijaybhai Prajapati (Acquirer 3), Pandav Jinesh Kanaiyalal (Acquirer 4), and Pandav Pradipkumar Vijaybhai (Acquirer 5). The offer follows SEBI (SAST) Regulations, 2011, and targets 25.60% of the company's voting share capital.

Share Purchase Agreement Details

Prior to the open offer, the acquirers entered into a Share Purchase Agreement dated February 13, 2026, with existing promoters to acquire 55,80,000 equity shares at ₹11.50 per share, constituting 74.40% of the voting share capital.

Lead Acquirer Profile

Radhe Dhokla Private Limited, the primary acquirer, is a family-owned food business incorporated on March 23, 2022, specializing in Gujarati, Punjabi, and other regional cuisines. The company's signature product is Dhokla, with an expanded portfolio including Indian dishes, Chinese cuisine, and Pav Bhaji.

The company's financial performance shows steady growth:

Offer Price Determination

The offer price of ₹21.00 per share was determined under SEBI regulations, considering multiple valuation parameters:

• Highest negotiated price under SPA: ₹11.50
• Volume-weighted average market price (60 trading days): ₹20.78
• The offer price represents the highest of applicable parameters

Financial Arrangements

The acquirers have established robust financial arrangements for the transaction. An escrow cash account has been opened with ICICI Bank Limited with a deposit of ₹1,01,05,000, representing more than 25% of the total offer consideration as required under SEBI regulations.

Target Company Overview

Shantai Industries Limited, originally incorporated as "Wheel & Axle Trading & Finance Limited" on April 9, 1985, operates in textile manufacturing and trading. The company is engaged in manufacturing and trading of yarn domestically and exports textile fabrics.

Timeline and Process

The open offer follows a structured timeline with key milestones:

The offer will be conducted through BSE's acquisition window mechanism, with Nikunj Stock Brokers Limited appointed as the buying broker. Public shareholders holding shares in both dematerialized and physical form are eligible to participate during the tendering period.

Regulatory Compliance

Saffron Capital Advisors Private Limited serves as the Manager to the Open Offer, while Purva Sharegistry (India) Private Limited acts as the Registrar. The transaction complies with all applicable SEBI regulations and requires no additional statutory approvals as of the announcement date.

The successful completion of this open offer will result in a complete change of control, with the current promoter group relinquishing their stake and the acquirers becoming the new promoter group of Shantai Industries Limited.

Shantai Industries Limited has reported a significant change in its promoter shareholding pattern following the transmission of equity shares due to the death of a co-promoter. The disclosure, made under SEBI regulations on August 19, 2024, reveals substantial changes in the company's ownership structure.

Share Acquisition Details

Vasudev Fatandas Sawlani, a promoter of Shantai Industries Limited, acquired 1,32,000 equity shares through off-market transmission on August 16, 2024. This acquisition occurred due to the transmission of shares following the death of a fellow co-promoter, representing a significant consolidation within the promoter group.

Regulatory Compliance

The transaction was disclosed in accordance with Regulation 29(2) read with Regulation 29(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The disclosure was submitted to both the Bombay Stock Exchange Limited, where the company's shares are listed, and to the company itself on August 19, 2024.

Company Share Capital Structure

The company's equity share capital structure remains unchanged following this transaction. Key details include:

Transaction Specifics

The share transmission represents an off-market acquisition that did not involve any market purchase or sale. The acquisition was purely due to the legal transmission of shares following the death of a co-promoter, which is a common occurrence in closely-held companies where promoter families hold significant stakes.

Impact on Shareholding Pattern

This transaction has resulted in a consolidation of promoter holdings, with Vasudev Fatandas Sawlani's stake increasing by 8.80 percentage points. The acquisition strengthens the promoter's control over the company while maintaining the overall promoter group classification. No dilution of share capital occurred as this was a transmission rather than a fresh issue of shares.

The disclosure confirms that the acquirer belongs to the promoter group and that no encumbrances, voting rights other than equity shares, or convertible securities were involved in this transaction.