Western Ministil Limited Open Offer: Acquirers Target 26% Stake at Rs. 10 Per Share

Western Ministil Limited is subject to an open offer under SEBI's Substantial Acquisition of Shares and Takeovers (SAST) Regulations, 2011. The offer is being made by Mr. Kalpesh Patel and Mrs. Vandana Patel to acquire equity shares representing a significant stake in the company. Offer Details and Structure The acquirers are targeting up to 33,80,000 equity shares of Rs. 10 each at an offer price of Rs. 10.00 per fully paid-up equity share. This acquisition represents 26.00% of the expanded equity and voting share capital of Western Ministil Limited. Parameter: Details Offer Price: Rs. 10.00 per share Target Shares: 33,80,000 equity shares Stake Percentage: 26.00% of expanded capital Face Value: Rs. 10 per share Payment Mode: Cash Regulatory Approvals and Timeline Navigant Corporate Advisors Limited is serving as the manager to the offer on behalf of the acquirers. The Draft Letter of Offer was submitted to SEBI on December 10, 2025, with final observations received through SEBI Observation Letter no. HO/4912/1(9)/2026-CFD-RAC-DCR1/1/3839/2026 dated February 2, 2026. The Committee of Independent Directors of Western Ministil Limited has reviewed the offer and concluded that the offer price of Rs. 10.00 per equity share is in accordance with relevant takeover regulations and appears justified. Their recommendation was published in newspapers on February 16, 2026. Key Dates and Schedule Activity: Revised Date Day Public Announcement: November 26, 2025 Wednesday Detailed Public Statement: December 3, 2025 Wednesday Letter of Offer Dispatch: February 11, 2026 Wednesday Offer Opening: February 18, 2026 Wednesday Offer Closure: March 5, 2026 Thursday Payment of Consideration: March 20, 2026 Friday Financial Arrangements The acquirers have demonstrated financial commitment by depositing Rs. 340.00 lakhs in an escrow account with Kotak Mahindra Bank Limited on November 27, 2025. This deposit represents more than 100% of the total offer consideration, ensuring adequate funds for the acquisition. Following compliance with Regulation 24(1) of SEBI SAST Regulations, the acquirers have appointed themselves to the Board of Directors of Western Ministil Limited with effect from February 9, 2026, after completion of the required 15 working days from the Detailed Public Statement. Corporate Actions and Approvals Western Ministil Limited received in-principle approval from BSE Limited on February 2, 2026, under Regulation 28(1) of SEBI's Listing Obligations and Disclosure Requirements Regulations, 2015. Based on this approval, the company allotted equity shares and convertible warrants to the acquirers and public category investors on February 16, 2026. The Letter of Offer has been made available on SEBI's website at www.sebi.gov.in and the manager's website at www.navigantcorp.com . Eligible shareholders can participate through their respective brokers or selling brokers following the prescribed procedures outlined in the offer documents. Western Ministil Limited has announced its unaudited financial results for the quarter ended December 31, 2025, revealing continued financial challenges with a net loss of Rs 9.58 lakhs. The company's board meeting held on February 9, 2026, also approved significant leadership changes with the appointment of two new directors. Financial Performance Analysis The company's financial performance showed deterioration during the third quarter of FY26. The quarterly results highlight the ongoing operational challenges faced by the organization. Financial Metric: Q3FY26 Q2FY26 Q3FY25 Total Income: - - 0.06 Total Expenses: (9.58) (2.46) (14.41) Net Loss: (9.58) (2.46) (14.41) Basic EPS: (0.44) (0.11) (0.67) For the nine-month period ended December 31, 2025, the company reported a net loss of Rs 17.11 lakhs compared to Rs 23.61 lakhs in the corresponding period of the previous year, showing some improvement in the year-over-year comparison. Expense Breakdown and Operational Challenges The company's expense structure reveals specific areas of concern. Other expenses constituted the largest component at Rs 9.58 lakhs for the quarter, while depreciation expenses were Rs 8.53 lakhs. Changes in inventories accounted for Rs 1.05 lakhs during the quarter. Nine-Month Comparison: FY26 FY25 Net Loss: (17.11) (23.61) Basic EPS: (0.79) (1.09) Going Concern and Financial Difficulties The company faces significant financial challenges that raise questions about its operational sustainability. The auditor's review report highlighted critical issues including accumulated losses exceeding paid-up share capital and free reserves. Current liabilities also exceed current assets, indicating liquidity constraints. The company owes Rs 496.21 lakhs to various parties, including Rs 166.25 lakhs in borrowings from related parties and Rs 103.34 lakhs from other companies. Notably, the company has not provided for interest of Rs 283.81 lakhs for the period from April 1, 2001, to December 31, 2025, due to financial difficulties. Board Appointments and Leadership Changes The board approved two significant appointments during the February 9, 2026 meeting, strengthening the company's leadership structure. New Director Appointments: Details Mr. Kalpesh Naginbhai Patel: Additional Director (Non-Executive Non-independent) DIN: 02224612 Experience: 33 years in Engineering field Previous Roles: General Manager at JMD Industries, Director at MICRON CALCITE PVT. LTD. Mrs. Vandana Kalpesh Patel: Details Position: Additional Director (Non-Executive Non-independent) DIN: 10659733 Qualification: Higher Secondary from Gujarat Secondary Education Board Expertise: Basic accounting and finance knowledge Both appointments are effective from February 9, 2026, and will continue until the ensuing Annual General Meeting. Neither director is related to existing key management personnel or senior management. Operational Status and Future Outlook The company has not been engaged in manufacturing activities since the closure of its plant in 1995. Despite the challenging financial position, the management continues to prepare accounts on a going concern basis while exploring business revival opportunities and fresh business ventures. The paid-up equity share capital remains unchanged at Rs 215.72 lakhs with a face value of Rs 10.00 per share. The company's reserves excluding revaluation reserves stood at negative Rs 698.37 lakhs as of March 31, 2025. We’re building Scanx - to help you express your trading & investing idea, to help you analyse the markets better. Stock Markets are the true indicator of the growth of any country's economy. We are bullish on India, we are bullish on India's prospects to be one of largest economies of the world. We believe that Stock Markets provide an unique opportunity for all Indians to participate in the growth story of India. We are enabling the same for Indians. 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