Nature of the Event

Mandatory open offer triggered under Regulation 3(1) and Regulation 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Quantitative Figures

  • Offer Size: 2,60,00,000 equity shares (26% of paid-up equity share capital)
  • Offer Price: ₹1.85 per equity share
  • Total Maximum Consideration: ₹4,81,00,000
  • Escrow Amount: ₹1,25,00,000 (25% of maximum consideration)
  • Paid-up Equity Share Capital of Target Company: ₹10,00,00,000 (10 crore shares of ₹1 each)
  • SPA Transaction Size: 4,45,65,460 shares (44.57%) for ₹8,24,46,101

Dates of Action

  • Public Announcement Date: July 13, 2026
  • Detailed Public Statement Date: July 20, 2026
  • Draft Offer Document Filing with SEBI: July 27, 2026
  • Identified Date: August 19, 2026
  • Letter of Offer Dispatch: August 27, 2026
  • Offer Opening Date: September 3, 2026
  • Offer Closing Date: September 17, 2026
  • Completion Date: October 1, 2026

Parties Involved

Acquirers:

  • Mr. Ashwani Gulati (Acquirer 1)
  • Ms. Kiran Gulati (Acquirer 2)
  • M/s Veerasha Trust (Acquirer 3)

Sellers (Existing Promoters):

  • Ms. Anu Marwah
  • Mr. Inesh Marwah
  • M/s J P Overseas Private Limited

Manager to Offer: Corporate Professionals Capital Private Limited

Registrar to Offer: Beetal Financial & Computer Services Private Limited

Escrow Bank: Kotak Mahindra Bank Limited

Buying Broker: Nikunj Stock Brokers Limited

Purpose/Rationale

The objective behind acquisition is to obtain majority stake and control over management of Target Company. Acquirers believe the listed status provides a suitable platform for undertaking and expanding business activities, intending to revive and strengthen business operations.

Financial Impact

  • Total fund requirement for open offer: ₹4,81,00,000
  • Escrow arrangement: ₹1,25,00,000 deposited with Kotak Mahindra Bank
  • Additional funding through internal resources of acquirers
  • Net worth of acquirers as of June 30, 2026:
  • Ashwani Gulati: ₹4,21,21,132
  • Kiran Gulati: ₹7,77,01,958
  • Veerasha Trust: ₹20,93,489

Capital Structure Impact

  • Pre-offer acquirer holding: 0%
  • Post-SPA acquisition: 44.57%
  • Post-open offer (assuming full acceptance): 70.57%
  • Public shareholding post-offer: 29.43% (maintains minimum 25% requirement)
  • Existing promoters will cease to be promoters post-transaction

Procedure Details

  • Offer implemented through stock exchange mechanism via BSE
  • Separate acquisition window provided for tendering
  • Demat shares tendered through selling brokers with early pay-in mechanism
  • Physical shares require submission of original certificates, transfer deeds, and completed acceptance forms
  • Settlement through clearing corporation with direct payout to shareholders

Risk Factors

  • Offer may be withdrawn if statutory approvals are refused
  • Possible delays in payment if regulatory approvals are delayed
  • Over-tendering will result in proportionate acceptance
  • Physical shares will be held in trust by registrar until completion
  • No assurance on market price movement during or after offer period

Taxation

  • STT not applicable to this off-market open offer
  • LTCG taxable at 12.5% plus applicable surcharge and cess
  • STCG taxable at normal rates for residents, 30% for FIIs/FPIs
  • TDS requirements differ for resident and non-resident shareholders
  • Detailed tax implications provided in section 8.16 of document

Financial Performance of Target Company (Audited)

| Metric | FY2024 | FY2025 | FY2026 |

| Total Income (₹ lakh) | 53.36 | 79.97 | 15.08 |

| Profit/(Loss) After Tax (₹ lakh) | 1.55 | (50.66) | (21.52) |

| EPS (₹) | 0.002 | (0.051) | (0.022) |

| Net Worth (₹ lakh) | 308.73 | 215.34 | 193.94 |

| Book Value per Share (₹) | 0.309 | 0.215 | 0.194 |