• •R134.50 per share all-cash offer, valuing Omnia’s issued share capital at R21.8 billion.
  •Premium of 30.98% to Omnia’s closing share price of R102.69 on the JSE on 10 September 2026, being the last business day prior to the Cautionary Announcement.
  •Premium of 14.30% to Omnia’s closing price on the JSE of R117.67 on 11 September 2026, being the last business day prior to this announcement.
  •Premium of 35.73% to its 30-day volume-weighted average price (VWAP) of R99.09 up to and including 10 September 2026.
  •Accelerates Omnia’s strategy, driving international growth and innovation across its Mining and Agriculture businesses.
  •Expands market opportunities through new and enhanced routes to market.
  •Enhanced customer offering through expanded manufacturing capabilities, accelerated technology adoption, and increased R&D.

14, September 2026: Further to the cautionary announcement (“Cautionary Announcement”) published on the stock exchange news service (SENS) of the JSE Limited (JSE) on 11 September 2026, Omnia Holdings Limited (“Omnia” or “the Group”) today announced that Solar SA Investments Proprietary Limited (“Solar SA”) , has made a firm intention offer ("Offer") to acquire all of Omnia’s issued ordinary shares in an all-cash transaction valued at R21.8 billion, through a scheme of arrangement (the “Scheme”). Subject to implementation of the Scheme, Omnia’s shares will be delisted from the JSE Limited and A2X Markets.

The Offer is made by Solar SA a wholly owned subsidiary of Solar Overseas Mauritius Limited ("Solar Mauritius"), which in turn is a wholly owned subsidiary of Solar Industries India Limited (“Solar”).

The combination aligns with Omnia’s strategy to strengthen and grow its businesses, build a scaled global mining solutions platform, and expand its sustainable agriculture offering. The transaction is expected to accelerate growth across Omnia’s Mining and Agriculture businesses through enhanced technology, R&D, innovation, scale, market access and customer reach. It will also strengthen manufacturing and supply chain capabilities, enhance resilience, and unlock scale-driven opportunities.

Solar is listed on the National Stock Exchange of India Limited and BSE Limited with a market capitalisation of approximately c.R340 Billion (US$21 billion). It is a globally recognised industrial manufacturer operating two primary divisions: (i) Industrial Explosives, which provides packaged and bulk explosives and initiating systems to the mining, infrastructure and large-scale housing sectors and (ii) Defence and Aerospace, which manufactures a broad range of defence products. Solar serves customers in more than 90 countries, and it possesses an international manufacturing footprint spanning 11 countries. Solar SA is an indirect wholly owned subsidiary of Solar.

At R134.50 per share, the proposed transaction provides shareholders with the opportunity to realise the value of their investment at a premium, having regard to Omnia’s business plan, prospects and associated commercial and execution risks. The Cash Consideration represents a premium of 30.98% to Omnia’s closing share price of R102.69 on 10 September, being the last day prior to the date of the Cautionary Announcement and 35.73% to its 30-day VWAP of R99.09 up to and including 10 September. It also represents a premium of 70.69% to Omnia’s closing price of R78.80 on 31 December 2025.

Following extensive due diligence and negotiations, the Omnia Board, subject to its legal and fiduciary duties, intends to recommend the Scheme to shareholders. The proposed transaction has secured broad shareholder support and is backed by an irrevocable unconditional bank guarantee for the cash consideration.

Omnia Group CEO, Seelan Gobalsamy, comments:

“This is an important milestone in Omnia’s 73-year history. Built on a proud South African heritage and entrepreneurial spirit, Omnia has grown from an agriculture business into a diversified international group, drawing on decades of expertise and innovation to build businesses such as BME, and take South African innovation, expertise and capability to markets around the world.

“That same entrepreneurial spirit is reflected in Solar group, which has grown from a single-site business in India into a leading international industrial group. Bringing together Omnia’s manufacturing and supply capabilities, technology, brands and customer relationships with Solar group’s scale, R&D capabilities, commercial reach and international presence creates a powerful platform to accelerate BME’s ambition to become a global mining solutions business of scale. It also provides opportunities to expand Omnia’s sustainable Agriculture solutions into new markets.

“Importantly, matched with Solar group’s track record in South Africa and across the globe, the proposed transaction accelerates the execution of our growth strategy, building on the strength of our businesses, technology, brands and people, while giving them greater scale, reach and opportunity. We believe the combination positions Omnia’s businesses strongly for their next phase and provides an opportunity to take what has been built in South Africa onto an even larger international stage.”

Manish Nuwal, Managing Director and Chief Executive Officer of the Solar Group, said:

“Omnia is a high-quality business we have long admired, with leading positions in Mining and Agriculture, differentiated technology and brands, and deep customer relationships built over many years. We have great respect for what the Omnia team has created and see significant potential to build on these strengths as part of the Solar Group.

“The proposed transaction represents an important step in our international growth ambitions. BME brings a strong global mining platform and leading technology in electronic initiation systems that complement our existing industrial explosives business, while Omnia Agriculture provides Solar group with an established position in integrated crop nutrition and biologicals - an attractive sector underpinned by the long-term importance of food security, sustainable agriculture and farm productivity.

“Solar SA’s offer reflects the confidence in Omnia’s business, its people and its long-term prospects. We look forward to welcoming Omnia’s talented teams to the Solar Group, building on what they have already achieved and unlocking the next chapter of shared growth. We welcome the Board’s preliminary assessment of the Offer and its stated intention to recommend the Scheme to Omnia shareholders.”

A broader platform for customers and growth

The proposed transaction creates opportunities across the combined group to share technology and R&D, strengthen the integrated manufacturing and supply-chain platform and enhance commercial resilience. Through access to new technology and innovation, greater scale, new and growing markets, and an expanded customer offering, the combination will support faster growth across Omnia’s businesses and create greater value for all stakeholders.

In Mining, BME’s digital blasting technologies, including AXXIS®, and integrated ammonium nitrate capability complement Solar group’s manufacturing scale, initiating-systems capabilities and international footprint, supporting Omnia’s ambition to create a global mining solutions business of scale.

In Agriculture, Omnia’s leading SADC business, trusted brand, differentiated product portfolio, Nutriology® model and growing international biostimulants platform can leverage Solar group’s presence to expand market access and support the combined company’s broader growth and diversification ambitions.

South Africa

The proposed transaction reflects significant inward foreign direct investment and confidence in South Africa’s economy and the prospects of its mining, agriculture and manufacturing sectors.

The acquirer recognises the importance of B-BBEE and public-interest considerations and Omnia’s broader role in South Africa. It intends to support Omnia’s continued contribution to economic transformation, inclusive growth and sustainable development. They are also committed to the continued development of Omnia’s employees through skills development, technology and R&D transfer, and broader international exposure.

Until the completion of the proposed transaction, Omnia and Solar group will continue to operate independently with a continued focus on customers.

The proposed transaction remains subject to Omnia shareholder and regulatory approvals, and the other Scheme Conditions set out in the firm intention announcement.