Coromandel International Limited, one of India’s leading agri-input companies, has made a regulatory filing regarding its recent acquisition of equity shares in NACL Industries Limited. On 16th September 2025, the company informed both the National Stock Exchange (NSE) and BSE Limited about the acquisition of 5,435 equity shares of NACL Industries, representing 0.003% of its voting share capital. The acquisition was carried out through an open offer in accordance with Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Details of the Acquisition

The acquisition, though small in percentage terms, was made under a formal open offer process, which was available to the public shareholders of NACL Industries between 22nd August 2025 and 9th September 2025. As part of this process, Coromandel International Limited, the promoter of NACL Industries, acquired additional shares, thereby increasing its stake.

• Shares acquired: 5,435 equity shares

• Percentage of voting capital acquired: 0.003%

• Promoter holding before acquisition: 10,69,07,146 shares (53.08% of total voting capital)

• Promoter holding after acquisition: 10,69,12,581 shares (53.08% of total voting capital, rounded)

Despite the small volume of acquisition, the filing demonstrates compliance with SEBI regulations and ensures transparency in promoter dealings.

Regulatory Compliance

As per the SEBI Takeover Regulations, 2011, any acquisition or disposal of shares by promoters, whether or not it crosses the threshold limits, may be disclosed voluntarily. Coromandel has chosen to file this disclosure voluntarily, reinforcing its commitment to good corporate governance.

The company clarified that:

• It belongs to the promoter group of NACL Industries.

• The acquisition was executed via an open offer, not through off-market or inter-se transfers.

• The total equity share capital of NACL Industries before and after the acquisition remained at 20,14,24,812 shares, with a total diluted voting capital of 20,22,96,475 shares.

Importance of Open Offers in Corporate Governance

An open offer is a process mandated under SEBI regulations when an acquirer seeks to purchase shares from the public shareholders of a listed company. The objective is to provide equal opportunity to all shareholders to exit, particularly in situations involving a change in control or substantial acquisition of shares.

In this case, the open offer by Coromandel International provided an opportunity to the minority shareholders of NACL Industries to tender their shares. Although the number of shares tendered and acquired was limited, the offer process demonstrated compliance and transparency.

NACL Industries: Background

NACL Industries Limited, based in Hyderabad, is engaged in the manufacture of crop protection chemicals, technical-grade pesticides, and formulations. It caters to both domestic and international markets. As a strategic promoter, Coromandel International has consistently supported the growth of NACL Industries by increasing its shareholding over time.

Strategic Significance for Coromandel

For Coromandel International, the incremental increase in stake, though minor, reaffirms its long-term commitment to NACL Industries. Being part of the Murugappa Group, Coromandel has a history of making calculated acquisitions to consolidate its presence in the agri-inputs and allied sectors.

Even a marginal acquisition strengthens the promoter’s control and voting power in the company. The disclosure highlights how promoters continue to maintain and enhance their position in group companies, keeping corporate strategy aligned with long-term goals.

Shareholding Pattern and Impact

Before the acquisition:

• Promoter holding: 53.08% (10,69,07,146 shares)

After the acquisition:

• Promoter holding: 53.08% (10,69,12,581 shares)

While the percentage ownership did not see a dramatic shift, such moves are important to observe as they indicate the promoters’ confidence in the future of NACL Industries.

SEBI Disclosure Format

The filing was made in the prescribed Regulation 29(2) format, including:

• Details of shares held before acquisition

• Shares acquired under the open offer

• Shares held after acquisition

• Percentage of shareholding/voting rights before and after the transaction

• Mode of acquisition (Open Offer)

• Date of acquisition (12th September 2025)

The company also noted that the total diluted voting capital includes 871,663 stock options granted but not yet exercised.

Corporate Governance and Investor Transparency

Disclosures like these are vital for investors as they provide clear visibility into promoter transactions. It builds trust in the company’s transparency and governance standards, particularly when promoters make voluntary disclosures even for acquisitions below the threshold.

Such filings also reflect positively on the credibility of Coromandel International and strengthen the confidence of retail and institutional investors in both Coromandel and NACL Industries.

Outlook

The Indian agrochemical and fertiliser sector is witnessing significant growth, driven by the demand for sustainable farming practices and rising food security concerns. With its increasing stake in NACL Industries, Coromandel International is strategically positioned to leverage synergies in crop protection, formulations, and global distribution.

Looking forward, investors can expect stronger integration between Coromandel and NACL, leading to operational efficiencies and enhanced shareholder value. Even small acquisitions like this one serve as an indicator of strategic alignment and long-term confidence.

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