Classic Filaments Takeover Done, Open Offer Gets 1 Share

Introduction

Classic Filaments Limited has formally concluded its change of control process, with four new acquirers becoming the promoters. The mandatory open offer, a key step in the takeover, ended with a near-zero response from public shareholders, as only a single share was tendered against an offer for nearly 1.6 million shares. The company confirmed the completion of post-offer formalities in a regulatory filing on March 18, 2026, closing a significant chapter in its corporate history.

The Two-Pronged Acquisition Strategy

The path to the new ownership began with a Share Purchase Agreement (SPA) dated October 24, 2025. Through this agreement, the acquirer group—comprising Mr. Sumit Bansal, Mr. Vikkas Bansal, Mr. Tarun Jain, and Mr. Varun Jindal—purchased 41,88,549 equity shares from the outgoing promoters. This transaction, completed on December 09, 2025, gave them a controlling stake of 68.51% at a price of ₹10 per share. This initial acquisition triggered a mandatory open offer under SEBI's takeover regulations, requiring the new owners to provide an exit opportunity to public shareholders.

Details of the Open Offer

Following the SPA, the acquirers launched an open offer to acquire up to 15,89,471 additional shares, representing 26% of the company's voting capital. The offer price was set at ₹12 per share, a slight premium over the SPA price. The tendering period for the offer ran from February 11, 2026, to February 25, 2026. The total potential outlay for the open offer was pegged at approximately ₹1.91 crore.

An Unprecedentedly Low Response

The open offer concluded with a strikingly minimal response. Despite the offer being made for over 1.5 million shares, only one equity share was tendered by a public shareholder. This outcome is largely attributed to the significant disparity between the offer price and the stock's market price. For instance, on January 28, 2026, the share closed at ₹46, making the ₹12 offer price nearly 75% lower and unattractive for existing shareholders. Consequently, the acquirers' post-offer shareholding increased by just one share, bringing their total stake to 41,88,550 shares, or 68.51%.

A Look into the Company's Financials

The low acquisition price reflects the company's challenging financial position. Classic Filaments has been non-operational for the last three financial years, reporting zero revenue from operations. The company has been consistently posting losses, with a loss after tax of ₹9.99 lakh in FY24 and ₹10.96 lakh in FY25. For the six months ending September 30, 2025, the loss stood at ₹7.71 lakh. As of that date, the company's book value per share was only ₹9.12, which aligns closely with the acquisition price.

Balance Sheet and Regulatory Challenges

The company's balance sheet reveals further complexities. It carries a significant long-term loan and advances of ₹549.62 crore and unsecured loans amounting to ₹33.53 crore as of September 2025. Furthermore, Classic Filaments is dealing with contingent liabilities, including approximately ₹96 lakh related to GST and ₹1.26 crore in income tax matters. Adding to its troubles, the company received a demand notice for ₹1.98 crore from the Income Tax Department in Surat on March 6, 2026. These financial and regulatory pressures create a difficult operating environment for the new management.

Recent Corporate Developments

The period leading up to the takeover was marked by several corporate changes. The company received an advisory letter from the BSE in February 2026 for delayed compliance with promoter reclassification regulations. This was followed by the resignation of its Company Secretary and Compliance Officer, effective February 28, 2026, indicating a period of transition and instability within its corporate governance framework.

The Path Forward Under New Leadership

With the takeover formalities complete, the four acquirers are now officially the new promoters of Classic Filaments. The outgoing promoters will be reclassified as public shareholders. The new management has stated its intention to revive the dormant company. Their plans reportedly include diversifying the business into new sectors such as garments, trading, dye-casting, and finance. However, turning around a company with no operations and significant financial liabilities will be a substantial undertaking.

Conclusion

The acquisition of Classic Filaments is now complete, marking a definitive shift in control. While the open offer saw a negligible response due to a low offer price, the acquirers successfully secured a controlling stake through the prior share purchase agreement. The new promoters face the dual challenge of reviving a non-operational business and navigating its existing financial and regulatory hurdles. Investors will be closely watching for the strategic steps the new leadership takes to rebuild the company and deliver on their revival plans.