Natura Hue-Chem Limited offer could give Chahals 44.55%

Natura Hue-Chem Limited is set for a proposed change in control in which Kanika Chahal and Anuj Chahal could hold 44.55% if the 26% open offer is fully accepted, adding their agreed 15.53% promoter-share purchase to Anuj Chahal’s existing 3.02% holding. The cash offer is Rs 42 per share.

What transaction is transferring control of NHCL?

Kanika Chahal and Anuj Chahal agreed on October 28, 2026 to buy 643,600 NHCL equity shares, or 15.53% of voting share capital, from existing promoter sellers under a share purchase agreement. The negotiated price is Rs 24 per share, taking the stated cash consideration for the block to Rs 1.54464 crore.

The proposed acquisition transfers 563,600 shares, or 13.60%, to Kanika Chahal and 80,000 shares, or 1.93%, to Anuj Chahal. The 13 sellers include Narendra Kachhawat, Mansoor Ahmed, Shalini Pokharna, Abha Parakh and New Era Alkaloids and Export Limited. The draft letter says the 643,600 sale shares are free of charges, pledges, liens, attachments and litigation.

The transaction triggers a mandatory open offer under Regulation 4 of the Securities and Exchange Board of India (SEBI) Substantial Acquisition of Shares and Takeovers Regulations, 2011. On completion of the share purchase agreement and compliance with Regulation 31A of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, the Chahals are to become NHCL’s promoters and exercise management control.

What are the terms of the NHCL open offer?

NHCL public shareholders are being offered Rs 42 in cash for each of up to 1,077,778 fully paid equity shares, representing 26% of voting share capital. The public announcement was made on October 28, 2026, while the detailed public statement was published on November 4, 2026.

The Rs 42 offer price is Rs 18 per share above the Rs 24 negotiated price in the promoter-share agreement. At the maximum 1,077,778 shares, the offer implies consideration of Rs 4.5266676 crore. The offer is not conditional on a minimum acceptance level, so the acquirers propose to accept valid tenders up to the stated 26% limit.

If shareholders tender more than 1,077,778 shares, acceptances will be made proportionately under the takeover regulations. This means not all tendered shares are assured of acceptance in an oversubscribed offer, and shares not accepted are to be returned within the applicable regulatory timelines.

NHCL has 4,145,300 fully paid shares with voting rights, and the draft letter states that it has no partly paid shares, warrants, options or other instruments convertible into shares. Its shares are listed on BSE Limited under the symbol NATHUEC and were described in the filing as frequently traded.

How will NHCL’s promoters and board change?

NHCL’s existing promoter group is proposed to cease being promoters and be reclassified into the public category after the transaction and the required regulatory process. The change would replace the current promoter group with the Chahals, who would control NHCL’s management and affairs after completion.

The proposed reclassification also covers the 35,100 shares held by promoter-group member Sakhi Gopal Agrawal, who has died and whose shares have not yet been transmitted to legal heirs. The draft letter states that Sakhi Gopal Agrawal or the legal heir would be reclassified as a public shareholder after the open-offer formalities are completed.

The Chahals had no representatives on NHCL’s five-member board when the draft letter was filed. They may reconstitute the board after successful completion of the open offer or in accordance with Regulation 22(2), but they had not decided the names of any proposed appointees. The board included Mansoor Ahmed as managing director and Hifzul Rahim as a promoter director.

NHCL must retain at least 25% public shareholding under the Securities Contract (Regulation) Rules, 1957 and the listing rules cited in the draft letter. The filing says public shareholding is not expected to fall below that minimum even if the open offer receives full acceptance alongside the underlying 15.53% share purchase.

What do the Chahals plan to do with NHCL?

The Chahals state that their objective is to revive NHCL’s business performance and strengthen its competence while continuing its existing line of business. The filing identifies NHCL’s current business as consultancy and management, based on annual-report information.

The Chahals say future diversification would occur only with prior shareholder approval. They also state that they intend to maintain NHCL’s current workforce, while noting that any future employment changes would be considered against business requirements, employee welfare and the company’s long-term interests.

For two years following completion of the offer, the Chahals currently have no intention to alienate significant NHCL assets through a sale, lease, encumbrance or another route, apart from ordinary-course business transactions. Any asset-disposal policy during that two-year period would be determined by the board and, where required, need shareholder approval through a postal-ballot special resolution.

What was the Chahals’ ownership and financial position before the offer?

Anuj Chahal held 125,300 NHCL shares, or 3.02%, as of the draft letter date after acquiring them off-market on August 25, 2026 at Rs 37.61 per share. Kanika Chahal held no NHCL shares at that point. The filing identifies Anuj Chahal’s August purchase as the only acquisition during the 52 weeks preceding the October 28, 2026 public announcement, apart from the proposed promoter purchase.

Kanika Chahal has more than 20 years of stated experience in sales, marketing, business development and corporate management. Anuj Chahal, a mechanical engineer, has more than 20 years of stated experience in product development, reverse engineering, sales and medical technology simulation. The filing identifies the two acquirers as spouses and says no other person or entity is acting in concert with them for the offer.

Kanika Chahal’s individual net worth was certified at Rs 23.600917895 crore as of October 26, 2026, while Anuj Chahal’s was certified at Rs 63.65499021 crore on the same date. The certifications were issued on October 28, 2026. The filing also states that neither acquirer was prohibited by SEBI from dealing in securities, categorised as a wilful defaulter or declared a fugitive economic offender.

Conclusion

The proposed transaction would shift NHCL from its existing promoter group to the Chahals through a 15.53% negotiated purchase and a mandatory 26% open offer. Anuj Chahal’s 3.02% pre-existing stake means the pair would hold 18.55% after the share purchase agreement, rising to a possible 44.55% if the entire offer is accepted.

The next disclosed event is the recommendation from NHCL’s committee of independent directors, which must be published at least two working days before the tendering period begins. Investors can then watch tender acceptance levels, the Regulation 31A promoter reclassification process and any board appointments, as the Chahals have retained the option to reconstitute the five-member board without naming nominees.