Onix Renewable to make open offer for 6.44% of Onix Solar at ₹264/share

Onix Renewable Limited, along with persons acting in concert (PACs), has announced a mandatory open offer to acquire up to 16,27,698 equity shares of Onix Solar Energy Limited. This represents 6.44% of the emerging voting share capital of Onix Solar. The offer price has been set at ₹264.00 per equity share, payable in cash. This open offer, announced on June 11, 2025, is triggered by a substantial acquisition of shares and voting rights in Onix Solar by Onix Renewable Limited through a preferential allotment, which will also lead to a change in control of the target company.

Grow House Wealth Management Private Limited is acting as the manager to this open offer. The total consideration for the open offer, assuming full acceptance, would amount to approximately ₹42.97 crore.

Underlying Transaction Triggering the Open Offer

The open offer obligation arose after the Board of Directors of Onix Solar Energy Limited, at its meeting on June 11, 2025, approved a proposed preferential allotment of equity shares. This includes:

• An allotment of 1,85,13,885 equity shares to Onix Renewable Limited (the Acquirer). This allotment is in kind, against the acquisition by Onix Solar of 89,99,900 equity shares of Onix-Tech Renewable Private Limited (OTRPL), the "Selling Company," which is promoted by the Acquirer. The issue price for these shares is ₹264 per share, valuing this part of the transaction at approximately ₹488.77 crore.
• An allotment of 47,99,825 equity shares to other public category investors at an issue price of ₹264 per share.

This preferential allotment is subject to shareholder and other regulatory approvals. A Share Purchase Agreement (SPA) was executed on June 11, 2025, among the Acquirer, Target Company, and Selling Company (OTRPL) for this purpose.

As a result of this preferential allotment, the Acquirer, along with the PACs, will see their collective shareholding in Onix Solar increase significantly, leading to a change in control and triggering the open offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The offer size for the open offer is stated as 16,27,698 equity shares, representing 6.44% of the emerging voting share capital. While Regulation 7 of the SEBI (SAST) Regulations, 2011, typically mandates an offer size of at least 26% of the target company's emerging voting share capital, this offer is restricted to the equity shares held by the "Eligible Public Shareholders." These eligible shareholders are those public shareholders excluding the Acquirer, existing promoters, the Selling Company, and public shareholders who are being issued shares in the preferential issue.

Details of the Acquirer and Persons Acting in Concert (PACs)

Acquirer: Onix Renewable Limited (formerly known as Onix Structure Private Limited). Its promoters include Mansukh Savaliya, Divyesh Savaliya, and Nikhil Savaliya.

Persons Acting in Concert (PACs):

• Divyesh Mansukhbhai Savaliya (PAC 1)
• Piyush Mansukhbhai Savaliya (PAC 2)
• Khilan Hareshbhai Savaliya (PAC 3)

Shareholding Pattern Changes (Acquirer and PACs combined):

• Pre-transaction holding: 3,52,302 equity shares, representing 17.79% of Onix Solar's existing voting share capital of 19,80,000 shares.
• Post-preferential allotment (before open offer): Their holding will increase to 1,88,66,187 equity shares, representing 74.59% of Onix Solar's emerging voting share capital of 2,52,93,710 shares.

Following the completion of the underlying transaction and the open offer, the Acquirer and PACs will become part of the Promoter and Promoter Group of Onix Solar Energy Limited. Mr. Nikhil Savaliya, a director in the Acquirer, and Mr. Khilan Savaliya, his relative, have been appointed as professional directors in the Target Company.

About the Target Company: Onix Solar Energy Limited

Onix Solar Energy Limited (CIN: L35105MH1980PLC022118), formerly known as ABC Gas (International) Limited, has its registered office at A 204, Rustomjee Central Park, Chakala, Andheri East, Mumbai, Maharashtra - 400069. The company's shares are listed on BSE Limited (Scrip Code: 513119, Scrip ID: ONIXSOLAR), and its ISIN is INE173M01012.

The company's capital structure will change as follows:

• Existing Voting Share Capital: ₹1,98,00,000, divided into 19,80,000 equity shares of ₹10 each.
• Emerging Voting Share Capital (post-preferential allotment): ₹25,29,37,100, divided into 2,52,93,710 equity shares of ₹10 each.

The current promoters of Onix Solar, including Manisha Ashish Goenka, Neelam Shorewala, and others, will cease to be classified as promoters following the completion of these transactions.

Offer Formalities and Compliance

The open offer is being made in full compliance with the SEBI (SAST) Regulations, 2011. A Detailed Public Statement (DPS) containing further information about the offer will be published in newspapers on or before June 18, 2025. The tendering period for shareholders to offer their shares will be disclosed in the Letter of Offer, which will be dispatched to eligible shareholders.

Key aspects of the offer include:

• The offer is not conditional upon any minimum level of acceptance from the shareholders.
• The Acquirer and PACs intend to retain the listing status of Onix Solar Energy Limited's equity shares on BSE Limited. No delisting offer is proposed.
• The Acquirer and PACs have confirmed that they have made firm financial arrangements for fulfilling the payment obligations under the open offer, in accordance with Regulation 25(1) of the SEBI (SAST) Regulations.
• Should the shareholding of the Acquirer and PACs in Onix Solar exceed 75% after the completion of the open offer and the underlying transaction, they undertake to take necessary actions within the stipulated timelines to comply with the minimum public shareholding requirements as per the Securities Contracts (Regulation) Rules, 1957 (SCRR).

The Acquirer and PACs have accepted full responsibility for the information contained in the Public Announcement.