Offer Details

Open Offer Trigger: The offer is triggered by the acquisition of shares by Mr. Shrikant Mitesh Bhangdiya (Acquirer 1), Ms. Aarti Shrikant Bhangdiya (Acquirer 2), and Ms. Sonal Kirtikumar Bhangdiya (Acquirer 3) (collectively, "Acquirers") under Regulations 3(1) and 4 of the SEBI (SAST) Regulations, 2011.

Offer Size: The Acquirers are making an Open Offer to acquire up to 11,11,526 fully paid-up equity shares of GSL Securities Limited, representing 26.00% of the Voting Share Capital. The Voting Share Capital is defined as 42,75,100 equity shares of face value ₹10 each.

Offer Price & Consideration: The Offer Price is ₹42.00 per equity share. The total maximum consideration payable, assuming full acceptance, is ₹4,66,84,092.00 (₹4.67 crore). The offer price was determined per Regulation 8 of SEBI (SAST) Regulations, 2011, as the shares are infrequently traded on BSE.

Mode of Payment: The consideration will be paid in cash, as per Regulation 9(1)(a) of SEBI (SAST) Regulations, 2011.

Type of Offer: This is a mandatory open offer triggered by an underlying acquisition, not a voluntary or competing offer.

Transaction Triggering the Offer

Share Purchase Agreement (SPA): The Acquirers entered into an SPA with the Promoter/Promoter Group Sellers on September 16, 2026, to acquire 19,07,600 equity shares, representing 44.62% of the Voting Share Capital.

SPA Details: The acquisition is a direct transaction via a private agreement for a total consideration of ₹8,01,19,200.00 (₹8.01 crore) payable in cash. This transaction triggered the open offer obligations under Regulations 3(1) and 4.

Details of the Acquirers

Acquirer Information:

  • Acquirer 1: Mr. Shrikant Mitesh Bhangdiya (PAN: ATCPB1337J). Address: Plot No. 20-2, 526 Bhangdiya House, Near Getwell Hospital, Dhantoli, Patwardhan Ground, Nagpur-440012, Maharashtra.
  • Acquirer 2: Ms. Aarti Shrikant Bhangdiya (PAN: BASPB4485R). Address same as Acquirer 1.
  • Acquirer 3: Ms. Sonal Kirtikumar Bhangdiya (PAN: AIBPB8670L). Address same as Acquirer 1.

Pre-Transaction Shareholding: The Acquirers collectively held 10,25,100 shares (23.97% of voting capital) before the SPA. Individually, each held 3,41,700 shares (7.99%).

Post-SPA Shareholding: After the acquisition of the 19,07,600 SPA shares, the Acquirers' collective holding will increase to 19,07,600 shares (44.62%). Their individual holdings will be: Acquirer 1 - 6,35,867 shares (14.87%); Acquirer 2 - 6,35,867 shares (14.87%); Acquirer 3 - 6,35,866 shares (14.87%).

Details of the Selling Shareholders (Promoter/Promoter Group Sellers)

The Sellers, all part of the promoter/promoter group, are selling their entire holdings and will hold nil shares post-transaction.

1. Mr. Sant Kumar Bagrodia (Promoter Seller 1): PAN AACPB1285C. Pre-transaction holding: 3,54,400 shares (8.29%).

2. Ms. Shailja Bagrodia (Promoter Seller 2): PAN AACPB1174E. Pre-transaction holding: 4,03,700 shares (9.44%).

3. Mr. Kumaar Bagrodia (Promoter Group Seller 3): PAN AACPB0154E. Pre-transaction holding: 2,51,500 shares (5.88%).

4. Shree Kumar Mangalam Traders Private Limited (Promoter Group Seller 4): PAN AAACS6533K, CIN U51900MH1987PTC044208. Pre-transaction holding: 2,45,000 shares (5.73%).

5. Mangalam Exim Private Limited (Promoter Group Seller 5): PAN AAACM3555F, CIN U27100MH1984PTC032160. Pre-transaction holding: 3,32,500 shares (7.78%).

6. Nalini Stock Brokers Private Limited (Promoter Group Seller 6): PAN AAACN1824A, CIN U65990MH1994PTC081678. Pre-transaction holding: 3,20,500 shares (7.50%).

Total Shares Sold: 19,07,600 shares (44.62%).

Control Transfer: Upon completion, the selling promoters along with other promoter group members (Ms. Sarita Ashok Dalmia, Mrs. Archana Goenka, Mr. Sandeep Goenka) will declassify as promoters. The Acquirers will be classified as the new promoters.

Details of the Target Company

RBI Registration: Non-Deposit Taking Company (Registration No. 13.00576 dated March 31, 1998).

Stock Exchange Listing: Listed on BSE Limited (Symbol: GSLSEC, Scrip Code: 530469).

Other Key Details

Public Statement: A Detailed Public Statement (DPS) will be published in newspapers on or before Wednesday, September 23, 2026.

Acceptance Condition: The open offer is not conditional upon any minimum level of acceptance (per Regulation 19(1)).

Financial Arrangements: The Acquirers confirm adequate financial resources and firm arrangements are in place to meet payment obligations for the open offer, per Regulation 25(1).

Manager to the Offer: Mark Corporate Advisors Private Limited (CIN: U67190MH2008PTC181996, SEBI Reg No.: INM000012128). Contact: Mr. Manish Gaur (+91 22 2612 3207/08).

Document & Submission Details

Submitted to: The Listing Department, BSE Limited.

Manager Reference: MCAPL: MUM: 2026-27: 0145.

Regulatory Reference: This Public Announcement is issued under Regulations 3(1), 4, 13(1), 14, and 15(1) of the SEBI (SAST) Regulations, 2011.