Key Quantitative Figures
- Offer Size: 92,72,250 equity shares representing 39.00% of total voting equity share capital
- Offer Price: ₹12.50 per equity share
- Total Maximum Consideration: ₹11,59,03,125 (assuming full acceptance)
- Existing Paid-up Capital: 2,37,75,000 equity shares of ₹10 each (₹23,77,50,000)
- Shares Acquired via SPA: 35,55,500 shares (14.95% of existing capital)
- SPA Purchase Price: ₹12.00 per share
- SPA Total Consideration: ₹4,26,66,000
- Escrow Amount Deposited: ₹3,00,00,000 (more than 25% of maximum consideration)
Dates of Action
- Public Announcement Date: September 8, 2026 (Tuesday)
- Detailed Public Statement Publication: September 16, 2026 (Wednesday)
- Identified Date: October 19, 2026 (Monday)
- Tentative Tendering Period: November 3, 2026 (Tuesday) to November 18, 2026 (Wednesday)
- Payment Completion Date: By December 3, 2026 (Thursday)
Parties Involved
Acquirers:
- Mr. Pawankumar Nathmal Mallawat (Acquirer 1) - holds 6,00,000 shares (2.52%) pre-offer
- Allwin Securities Limited (Acquirer 2) - holds no shares pre-offer
Person Acting in Concert:
- Keemtee Financial Services Limited (PAC) - holds 33,92,926 shares (14.27%) pre-offer
Sellers:
- Harivardhan Enterprises Private Limited (formerly Harivardhan Steel & Alloys Private Limited) - selling 20,65,500 shares (8.69%)
- Khattu Hospitality Private Limited (formerly Khattu Constructions and Developers Private Limited) - selling 14,90,000 shares (6.27%)
Manager to Offer: Sobhagya Capital Options Private Limited (SEBI Reg. No.: MB/INM000008571)
Registrar to Offer: Niche Technologies Private Limited
Buying Broker: Aftertrade Broking Private Limited (SEBI Registration Number: INZ000155638)
Escrow Banker: Kotak Bank Limited
Share Purchase Agreement Details
Two share purchase agreements dated September 8, 2026 executed between:
- Acquirer 1 (Pawankumar Mallawat) acquiring 28,90,000 shares from sellers
- Acquirer 2 (Allwin Securities) acquiring 6,65,500 shares from sellers
Total acquisition: 35,55,500 shares at ₹12.00 per share
Financial Impact
Post-Offer Shareholding (assuming full acceptance):
- Pawankumar Mallawat: 34,90,000 shares (14.68%)
- Allwin Securities: 99,37,750 shares (41.80%)
- Keemtee Financial: 33,92,926 shares (14.27%)
- Public shareholding will fall below minimum 25% requirement under Rule 19A of SCRR
Financial Arrangements
- Escrow account opened with Kotak Bank Limited: 'Escrow Account – SCOPL – AHL – Open Offer'
- ₹3,00,00,000 deposited in cash (more than 25% of maximum consideration)
- Chartered Accountants have certified sufficient liquid funds:
- Pawankumar Mallawat net worth: ₹1,624.79 lakh (March 31, 2026)
- Allwin Securities liquid net worth: ₹4,935.65 lakh (March 31, 2026)
- Keemtee Financial net worth: ₹5,495.12 lakh (March 31, 2026)
Target Company Financial Information
(Amount in Lakhs except Equity Share data)
| Particulars | Q June 30, 2026 | FY March 31, 2026 | FY March 31, 2025 | FY March 31, 2024 |
| Total Revenue | 7111.89 | 16,689.35 | 19,972.57 | 20,456.68 |
| Net Profit/(Loss) after tax | 350.81 | 442.06 | 532.65 | 882.36 |
| Earnings per Share (EPS) | 5.90 | 1.86 | 2.24 | 3.71 |
| Net Worth | - | 6,467.95 | 6,025.89 | 5,493.24 |
Procedure for Tendering
- Offer implemented through BSE Limited stock exchange mechanism
- Designated Stock Exchange: BSE Limited
- Equity shares in both dematerialized and physical form can be tendered
- Selling brokers must be intimated during normal trading hours within tendering period
Other Key Information
- Offer is not conditional upon any minimum level of acceptance
- No competitive bid in terms of Regulation 20
- No global acquisition involved
- No corporate actions warranting price adjustment under Regulation 8(9)
- Acquirers undertake not to sell Target Company shares during offer period
- No statutory approvals required as of DPS date
- Public announcement published in Financial Express (English), Jansatta (Hindi), and Prathkal (Marathi)
#Tags #ArnoldHoldings #OpenOffer #SEBISAST #RegulatoryCompliance #M&A #Neutral