Mahan Industries Ltd

Appointment of Independent Director

• Appointed Riddhi Shah as Additional Non-Executive Independent Director for 2026–31 term, subject to member approval via Special Resolution.

Committee Changes

• Reconstituted Audit, Nomination & Remuneration, and Stakeholders' Relationship Committees effective 25 Aug 2026.
• Cessation of Yash Kamleshbhai Shah from committees effective 08 Aug 2026.

Financial results

• Standalone unaudited quarterly results for June 30, 2026 approved with Limited Review Report.

Director changes

• Resignation of Non-Executive Independent Director Yash Kamleshkumar Shah effective August 8, 2026.
• Regulatory disclosure submitted to stock exchange on August 8, 2026.

Resolutions

• Resolution 1: Special; issue up to 32,00,000 equity shares at Rs 12 per share.
• Resolution 2: Special; issue up to 2,16,55,216 fully convertible warrants at Rs 12.
• Promoter group not interested in either resolution.

Voting outcome

• Resolution 1 approved; 900,244 votes for, 0 against.
• Resolution 2 approved; 900,244 votes for, 0 against.

Shareholding impact

• Capital raise will expand share capital; post-issue ownership not disclosed.

Board/management

• No board or key management changes disclosed.

Use of funds / objects

• Use of proceeds not disclosed.

Other governance

• Record date 08-08-2026; EGM held 15-08-2026.

Delay in results submission

• Delay in filing June 30, 2026 unaudited results due to extensive travel commitments of KMP and Director.
• Board meeting to consider unaudited results scheduled for August 17, 2026.
• Company and statutory auditors are making efforts to finalize unaudited results at the earliest.

EGM Details

• Date and time: 15 August 2026, 11:00 A.M.
• Venue: Registered Office, Ahmedabad.
• EGM concluded at 11:35 A.M.

Resolutions

• Resolution 1: Special - Issue of equity shares on a preferential basis.
• Resolution 2: Special - Issue fully convertible warrants on preferential basis.

Voting Outcome

• Voting results to be declared later.

Meeting Details

• Board meeting scheduled for 14 August 2026 at the Registered Office.

Key Agenda Items

• Consider and approve unaudited standalone financial results for quarter ended June 30, 2026.
• Acknowledge resignation of non-executive independent director Yash Kamleshkumar Shah, effective 08 August 2026.

Other Notes

• Trading window closure from 01 July 2026 until 48 hours after results are made public.

Open offer details

• Open offer to acquire up to 20,02,000 equity shares (26% expanded voting capital) at Rs 12 per share.
• Maximum consideration: Rs 32,40,24,000 on full acceptance.
• Board approved preferential allotment of 32,00,000 equity shares and 2,16,55,216 warrants on July 16, 2026.
• Acquirer-1 to receive 22,00,000 shares; Acquirer-2 to receive 10,00,000 shares via preferential issue.
• Warrants: 17,56,000 for Acquirer-1 and 6,90,000 for Acquirer-2; exercisable between 4 and 18 months after allotment.
• Post-offer, Acquirers would hold 52,54,669 equity shares (68.24% expanded voting capital).
• Public shareholding must not fall below 25%, per SEBI/LODR requirements.
• Escrow deposit: Rs 60,50,000 with Kotak Mahindra Bank under MAHAN-OPEN OFFER ESCROW ACCOUNT.
• Offer opens September 8, 2026; closes September 22, 2026; Identified Date August 24, 2026.
• Acquirers' estimated net worth: Acquirer-1 ~ Rs 6.72 crore; Acquirer-2 ~ Rs 3.13 crore.

Resolution 1: Equity shares

• Type: Special resolution to issue equity shares on a preferential basis.
• Nature: Up to 32,00,000 equity shares at ₹12 each.
• Amount: Up to ₹3.84 crore for proposed allottees.
• Proposed allottees: Shah Nishil Sanjaykumar (22,00,000) and Niranjankumar Jain (10,00,000).
• Open Offer triggered under Takeover Regulations due to 26% emerging voting share.
• Promoter participation: Proposed promoters are among the allottees.
• Payment: 100% of issue price paid prior to allotment.
• Listing/Lock-in: Shares to be listed on BSE; lock-in as per ICDR.

Resolution 2: Warrants

• Type: Special resolution to issue fully convertible share warrants.
• Nature: Up to 2,16,55,216 warrants at ₹12 each.
• Amount: Up to ₹25.99 crore for warrant allotment.
• Allottees: Includes promoter and promoter group and non-promoter holders.
• Exercise window: Post open offer, 4 to 18 months.
• Not counted for voting: Warrants not part of emerging voting capital.
• Payment: 25% upfront, 75% on exercise.
• Listing: Shares issued on exercise to be listed on BSE.
• Open Offer effect: Warrants not counted for emerging voting capital.

Voting outcome

• Voting outcome not disclosed in filing.

Dematerialisation processing and listing

• Dematerialisation requests received during quarter ended 30 June 2026 were processed and confirmed to the depositories.
• Securities dematerialised have been listed on the exchanges where the prior issues are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled after verification; depository name substituted within 15 days.

Open Offer Overview

• Acquirers: Nishil Shah and Niranjankumar Jain; Manager to Open Offer: Aftertrade Broking Private Limited.
• Target company: Mahan Industries Limited.
• Purpose: Substantial acquisition triggering open offer under SEBI SAST to acquire 26%.

Offer Details

• Shares to be acquired: 2,002,000 (26%).
• Offer price: Rs 12 per share.
• Total consideration: Rs 24,024,000.
• Type of offer: Open offer under SEBI SAST.

Transaction Background

• Public Announcement filed by Aftertrade Broking on behalf of acquirers.
• Open offer aims to acquire 26% of expanded voting share capital.

Post-Offer Impact

• Post-offer stake: 26% of expanded voting share capital.

Timeline and Process

• Public Announcement date: July 16, 2026.