Key Quantitative Figures

  • Offer Size: 26,98,298 fully paid-up Equity Shares (26% of voting share capital)
  • Offer Price: ₹8.50 per Equity Share
  • Total Offer Consideration: ₹2,29,35,533 (assuming full acceptance)
  • Face Value per Share: ₹5
  • Current Voting Share Capital: 1,03,78,069 fully paid-up equity shares
  • Total Issued Capital: 2,02,80,000 Equity Shares (includes 99,01,931 forfeited partly-paid shares)
  • Underlying Transaction Size: 35,89,080 shares (34.58% stake) acquired at ₹8 per share
  • Underlying Transaction Value: ₹2,87,12,640
  • Escrow Amount Deposited: ₹2,29,35,533 with ICICI Bank Limited

Dates of Action

  • Share Purchase Agreement Date: February 24, 2026
  • Public Announcement Date: February 24, 2026
  • Detailed Public Statement Date: March 04, 2026
  • Underlying Transaction Completion: April 24, 2026 and April 27, 2026
  • SEBI Observation Letter Received: May 22, 2026
  • Identified Date: May 26, 2026 (for determining eligible shareholders)
  • Tendering Period: June 10, 2026 to June 23, 2026
  • Settlement Completion Date: July 08, 2026
  • Post-Offer Announcement Date: July 15, 2026

Parties Involved

Acquirer: Aspect Global Ventures Private Limited (Registered Office: 4th, 5th Floor, Mansionz One, Linking Road, S.V. Road, Bandra (West), Mumbai – 400050; CIN: U64990MH2017PTC301477)

Target Company: Iykot Hitech Toolroom Limited (Registered Office: 131/2, Thiruneermalai Road, Nagalkeni Chrompet, 600044, Chennai, Tamil Nadu; CIN: L27209TN1991PLC021330)

Sellers:

  • Anjanna Dugar (Seller 1) - 19,36,122 shares (18.66%)
  • Likhitta Dugar (Seller 2) - 5,40,758 shares (5.21%)
  • Padam Dugar (Seller 3) - 8,05,100 shares (7.76%)
  • Antariksh Dugar (Seller 4) - 3,07,100 shares (2.96%)

Manager to Offer: Saffron Capital Advisors Private Limited (SEBI Registration No.: INM000011211)

Registrar to Offer: Cameo Corporate Services Limited (SEBI Registration No.: INR000003753)

Escrow Bank: ICICI Bank Limited

Buying Broker: Choice Equity Broking Private Limited (SEBI Registration No.: INZ000160131)

Capital Structure Impact

Pre-Offer Shareholding Pattern:

  • Promoters & Promoter Group: 38,21,640 shares (36.82%)
  • Public Shareholders: 65,56,429 shares (63.17%)

Post-Offer Shareholding Pattern (assuming full acceptance):

  • Aspect Global Ventures: 62,87,378 shares (60.58%)
  • Remaining Promoters (not party to SPA): 2,32,560 shares (2.24%)
  • Public Shareholders: 38,58,131 shares (37.18%)

Special Note on Capital Structure:

The total issued equity share capital was 2,02,80,000 Equity Shares which included 99,01,931 partly paid-up Equity Shares. The Board of Directors approved forfeiture of these partly paid-up shares via resolution dated January 9, 2026, and decided to cancel them. BSE notified the forfeiture via notice no. 20260511-25 dated May 11, 2026, but corporate action was still under process as of the Letter of Offer date.

Financial Impact

On Acquirer: Maximum cash outflow of ₹2,29,35,533 for the open offer consideration

On Target Company: Change in control and promoter classification; public shareholding may fall below 25% requiring compliance with minimum public shareholding norms within 12 months

On Selling Shareholders: Received ₹2,87,12,640 for their 34.58% stake

Purpose and Rationale

The primary objective of the acquisition is substantial acquisition of Equity Shares and voting rights along with acquisition of control and management of the Target Company. The Acquirer intends to position the Target Company for enhanced operational efficiency and long-term value creation for all stakeholders.

Risk Factors

1. Offer Withdrawal Risk: The Acquirer can withdraw the offer under certain conditions specified in Regulation 23 of SEBI (SAST) Regulations

2. Proportional Acceptance Risk: If oversubscribed, acceptance will be on proportionate basis

3. Regulatory Approval Risk: Delay in statutory approvals may delay payment, with Acquirer liable to pay 10% interest for delayed periods

4. Market Price Risk: Tendered shares cannot be withdrawn even if market price fluctuates during processing period

5. Non-Resident Shareholder Risk: Foreign shareholders must obtain necessary RBI approvals for tendering shares

Financial Information

Target Company Financials:

  • FY2026: Revenue ₹156.97 lakhs, Loss ₹(103.42) lakhs, EPS ₹(0.84)
  • FY2025: Revenue ₹501.26 lakhs, Loss ₹(105.86) lakhs, EPS ₹(1.15)
  • FY2024: Revenue ₹133.38 lakhs, Loss ₹(198.69) lakhs, EPS ₹(3.27)
  • Net Worth: Negative ₹256.67 lakhs (Mar 2026)

Acquirer Financials:

  • Net Worth: ₹66,145.63 lakhs (Mar 2026)
  • Paid-up Capital: ₹5,62,69,00,000
  • FY2026: Total Income ₹1,89,302.96 lakhs, Profit ₹10,198.56 lakhs, EPS ₹1.87

Additional Information

  • Listing: Shares listed only on BSE (Scrip Code: 522245, ISIN: INE079L01013)
  • Marketable Lot: 1 share
  • Trading Status: Infrequently traded, under Graded Surveillance Measure Stage 4
  • Committee of Independent Directors: Required to provide written recommendation before tendering period
  • No Competing Offer: As confirmed in the disclosure
  • Taxation: Detailed tax implications provided for resident and non-resident shareholders

Documents for Inspection

Copies of various documents including Certificate of Incorporation, Financial Statements, Share Purchase Agreement, Public Announcement, SEBI Observation Letter, etc., are available for inspection at Manager's office or electronically.

#Tags: #IykotHitech #AspectGlobalVentures #OpenOffer #SEBIDisclosure #TakeoverRegulations #M&A #CapitalMarkets #Negative