Nature of the Event

This is a Detailed Public Statement (DPS) and regulatory filing for a mandatory open offer initiated by Darsh Advisory Private Limited (Acquirer) to the public shareholders of Kenrik Industries Limited (Target Company). The offer is triggered under Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations).

Triggering Event and Key Quantitative Figures

The Acquirer has entered into a Share Purchase Agreement (SPA) dated August 27, 2026, with the outgoing promoters of Kenrik Industries Limited:

  • Sellers: Mr. Nitin Dalpatlal Shah, Mr. Nihar Nitinbhai Shah, Mrs. Manisha Nitinkumar Shah, and Shah Nitin Dalpatlal (HUF).
  • Shares Acquired via SPA: 89,99,500 fully paid-up equity shares of face value ₹10 each.
  • Percentage Acquired: 72.01% of the total paid-up equity share capital of Kenrik Industries Limited.
  • Negotiated Price: ₹10 per share.
  • Total SPA Consideration: ₹8,99,95,000.

This acquisition of a controlling stake triggers the obligation to make the mandatory open offer.

Open Offer Details

  • Offer Type: Mandatory Open Offer.
  • Number of Shares Sought: Upto 32,49,454 fully paid-up equity shares.
  • Percentage Sought: 26.00% of the total paid-up equity share capital.
  • Offer Price: ₹10 per equity share, payable in cash.
  • Total Offer Size: ₹3,24,94,540.
  • Identified Date: October 07, 2026 (The date for determining eligible shareholders).
  • Tendering Period: Scheduled from October 22, 2026, to November 04, 2026.
  • Settlement Date: Payment to tendering shareholders is to be made by November 19, 2026.

The offer is not conditional upon any minimum level of acceptance.

Parties Involved

  • Acquirer: Darsh Advisory Private Limited (CIN: U82990WB1988PTC043979). Its business includes business support services, IT services, and investments. Its net worth is certified as ₹17,25,35,754 as of July 31, 2026.
  • Manager to the Offer: VC Corporate Advisors Private Limited (SEBI Regn. No.: INM000011096).
  • Registrar to the Offer: Skyline Financial Services Private Limited (SEBI Regn. No.: INR000003241).
  • Buying Broker: Nikunj Stock Brokers Limited (SEBI Regn. No.: INZ000169335).
  • Escrow Banker: ICICI Bank Limited.
  • Target Company: Kenrik Industries Limited (CIN: L36101GJ2017PLC095995), engaged in manufacturing and wholesaling plain and studded gold jewelry.

Purpose and Rationale

The prime object of the offer is to comply with the requirements of the SEBI SAST Regulations concerning the substantial acquisition of shares and change in control. Post-acquisition, the Acquirer intends to continue the existing business of the Target Company and may diversify its business activities in the future with necessary shareholder and regulatory approvals.

Financial Arrangements

  • The Acquirer has deposited ₹82,00,000 into an escrow account with ICICI Bank, which is more than 25% of the total offer size, as required by Regulation 17 of the SEBI SAST Regulations.
  • A Chartered Accountant has certified that the Acquirer has sufficient financial resources to fulfill the offer obligations from its own sources/net worth, with no borrowings from banks or financial institutions.
  • The Manager to the Offer confirms that firm arrangements for funds are in place.

Capital Structure and Financial Impact

  • Total Paid-up Capital of Target Company: 1,24,97,900 equity shares of ₹10 each (₹12,49,79,000).
  • Pre-Offer Acquirer Holding: 0 shares (0.00%).
  • Post-SPA Acquirer Holding: 89,99,500 shares (72.01%).
  • Post-Offer Holding (assuming full acceptance): 1,22,48,954 shares (98.01%).
  • The acquisition will lead to a change in control. The sellers will cease to be promoters, and the Acquirer will become the new and sole promoter.
  • The financial impact of the open offer acquisition is quantified at ₹3,24,94,540.

Target Company Financials (Audited Standalone)

| Particulars | FY Ended Mar 31, 2026 | FY Ended Mar 31, 2025 | FY Ended Mar 31, 2024 |

| Total Revenue (₹ Lakhs) | 8020.18 | 7478.58 | 7094.28 |

| Profit/(Loss) After Tax (₹ Lakhs) | (0.39) | 99.31 | 107.03 |

| EPS (₹) | 0.00 | 1.10 | 1.19 |

| Net Worth (₹ Lakhs) | 2233.64 | 1359.53 | 1260.22 |

Other Material Disclosures

  • The Equity Shares of Kenrik Industries are listed on the BSE SME platform (Scrip Code: 544398) and are considered "frequently traded."
  • The Offer Price of ₹10 is justified per Regulation 8(2) of SAST Regulations. The Volume Weighted Average Market Price for the 60 trading days preceding the PA was ₹7.59.
  • The Target Company has certain outstanding disputed Income Tax dues totaling approximately ₹2.92 lakhs.
  • 89,99,500 shares (72.01%) are under lock-in. This lock-in will continue for the unexpired period in the hands of the Acquirer.
  • The Acquirer undertakes to ensure the Target Company complies with Minimum Public Shareholding (MPS) requirements if the public shareholding falls below 25% post-offer.
  • No other statutory approvals are required for the offer as of the date of the DPS.

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