Nature of the Disclosure

This is an Offer Opening Public Announcement submitted by Mark Corporate Advisors Private Limited (Manager to the Offer) to BSE Limited. It is issued pursuant to Regulation 18(7) of the SEBI (SAST) Regulations, 2011, announcing the commencement of an open offer for the public shareholders of Purple Finance Limited.

Key Quantitative Figures

  • Offer Size: Up to 1,76,48,152 fully paid-up equity shares
  • Face Value: ₹10 per share
  • Offer Price: ₹55.00 per equity share
  • Percentage of Emerging Voting Capital: 26.00%
  • Escrow Amount: Securities worth ₹31,23,89,733.90 (net of 32% margin) transferred to a Demat Escrow Account, representing 32.18% of the maximum consideration.

Dates of Action

  • Offer Opening Public Announcement Date: June 30, 2026
  • Public Announcement (PA) Date: February 06, 2026
  • Detailed Public Statement (DPS) Date: February 13, 2026
  • Draft Letter of Offer (DLoF) Date: February 23, 2026
  • Letter of Offer (LoF) Date: June 20, 2026
  • Identified Date: June 16, 2026 (for determining shareholders to whom LoF was sent)
  • Dispatch of Letter of Offer Completed: June 23, 2026
  • Tendering Period Commencement (Offer Opening Date): July 01, 2026
  • Tendering Period Closing (Offer Closing Date): July 14, 2026
  • Last Date for Payment/Return of Shares: July 28, 2026
  • RBI Approval Date: June 03, 2026 (Letter No. CO.DOR.HGG.No.S1930/16-80-001/2026-2027)
  • SEBI Observation Letter Date: June 12, 2026 (No. HO/49/12/11(61)2026-CFD-RAC-DCR2/I/13694/2026)
  • Escrow Transfer Date: February 10, 2026

Parties Involved

  • Manager to the Offer: Mark Corporate Advisors Private Limited (SEBI Reg. No.: INM000012128)
  • Acquirer 1: Allied Commodities Private Limited
  • Acquirer 2: Mr. Sandeep Jindal
  • PAC 1: Intellect Stock Broking Limited
  • PAC 2: Intellect Money Finvest Private Limited
  • PAC 3: Mr. Amitabh Chaturvedi
  • PAC 4: AC Enterprises Private Limited
  • Target Company: Purple Finance Limited (CIN: L67120MH1993PLC075037)
  • Regulators: SEBI, RBI
  • Stock Exchange: BSE Limited
  • Demat Escrow Agent: SW Capital Private Limited

Purpose and Rationale

The Acquirers and PACs intend to acquire a substantial stake in Purple Finance Limited and have joint control over the Target Company along with its existing Promoter/Promoter Group. The acquisition is in line with Acquirer 2 (Mr. Sandeep Jindal)'s intent to strengthen his presence in the financial services sector and consolidate the Target Company's operations.

Financial and Operational Impact

  • The offer price of ₹55 per share is payable in cash.
  • The Acquirers and PACs will have joint control and will become part of the Promoter/Promoter Group of Purple Finance post-offer.
  • The acquisition will lead to the Acquirers along with PAC 1 and PAC 2 (including Deemed PACs) crossing 25% of the Emerging Voting Capital (from their current 19.18%).
  • PAC 3 (an existing promoter) intends to increase his holding beyond 5% (from his current 9.67%).

Capital Structure Impact

  • The open offer is for up to 1,76,48,152 equity shares, representing 26% dilution for existing public shareholders.
  • As of the date, there are 1,81,00,000 outstanding convertible warrants in the company.
  • PAC 2's Warrant Conversion: PAC 2 was allotted 1,00,00,000 convertible warrants on December 12, 2025. It converted 45,00,000 into equity shares on February 25, 2026. The balance 55,00,000 warrants are intended to be converted on or before the 10th working day from the closure of the tendering period.
  • Other Allotments: Acquirer 2 was allotted 23,00,000 convertible warrants on June 15, 2026. PAC 3 was allotted 1,00,000 convertible warrants and PAC 4 was allotted 65,00,000 convertible warrants in a preferential issue on June 15, 2026.

Current Shareholdings (as disclosed)

  • Acquirer 1: Holds 0 equity shares.
  • Acquirer 2 (Deemed PACs): Hold 5,47,787 equity shares (0.81% via Intellect Heights Pvt Ltd, Mrs. Vibha Sandeep Jindal, MWF Logistics Ltd, Balgopal Commercial Ltd).
  • PAC 1: Holds 24,73,693 equity shares (3.64%).
  • PAC 2: Holds 45,00,000 equity shares and 55,00,000 convertible warrants (14.73% of Emerging Voting Capital).
  • PAC 3 & Promoter Group: Hold an aggregate of 1,44,14,310 equity shares (21.24%), including PAC 3's own holding of 65,66,174 shares.

Contingent Liabilities and Declarations

  • No major contingent liabilities were reported as of December 31, 2025, for Acquirer 1, PAC 1, PAC 2, and PAC 4.
  • Mr. Sandeep Jindal (Acquirer 2) and Mr. Amitabh Chaturvedi (PAC 3) have not been declared wilful defaulters or fugitive economic offenders.
  • The Target Company paid penalties of ₹10,000 (+taxes) each to BSE for non-compliance with SEBI LODR Regulations 44(3) and 60(2) on July 16, 2025, and March 05, 2026, respectively.

Escrow Account Details

Securities worth ₹45,93,96,667.50 were placed in escrow (net value ₹31,23,89,733.90 after a 32% margin). The portfolio consisted of:

  • 5,45,000 shares of J. Kumar Infraprojects Ltd @ ₹500.20
  • 34,00,000 shares of Panorama Studios International Ltd @ ₹46.07
  • 24,600 shares of Sunteck Realty Ltd @ ₹326.10
  • 16,445 shares of Kewal Kiran Clothing Ltd @ ₹493.50
  • 20,000 shares of IIFL Capital Services Ltd @ ₹344.40
  • 50,000 shares of Sri Lotus Developers and Realty Ltd @ ₹142.48

(Market prices are as of June 19, 2026)

Conditions for Withdrawal

The offer can be withdrawn under Regulation 23(1) of SEBI (SAST) Regulations if:

1. Statutory approvals required are finally refused.

2. A natural person Acquirer/PAC dies.

3. SEBI opines that circumstances merit withdrawal.

Procedure for Tendering Shares

  • Physical Shares: Shareholders must provide details and a duly filled Form SH-4 via a Selling Broker.
  • Demat Shares: Shareholders must approach their Selling Broker within normal trading hours during the Tendering Period.
  • Non-receipt of Forms: Applications can be made on plain paper with required details (name, address, folio/DP details, share quantities).

The Letter of Offer is available on the websites of SEBI (www.sebi.gov.in) and BSE (www.bseindia.com).

#Tags: #PurpleFinance #OpenOffer #SEBISAST #Takeover #M&A #RBIApproval #FinancialServices