Nature of the Event

Mandatory open offer filed under SEBI (SAST) Regulations, 2011, triggered by acquisition of shares from promoters through Share Purchase Agreement.

Key Quantitative Figures

  • Offer Size: 39,25,988 equity shares (26.00% of voting capital)
  • Offer Price: ₹4.80 per equity share
  • Maximum Consideration: ₹1,88,44,743 (assuming full acceptance)
  • Face Value: ₹10 per share
  • Underlying Transaction: Acquisition of 31,63,390 shares (20.95%) from promoters at ₹1.80 per share (₹56,94,102 total)
  • Escrow Amount: ₹47,20,000 deposited with Axis Bank Limited (25% of total consideration)
  • Post-Offer Holding: Acquirers will hold 70,89,378 shares (46.95%)

Dates of Action

  • Share Purchase Agreement Date: May 15, 2026
  • Public Announcement Date: May 15, 2026
  • Detailed Public Statement Date: May 22, 2026
  • Draft Letter of Offer Filing: June 01, 2026
  • Identified Date: June 24, 2026 (for shareholder determination)
  • Offer Opening Date: July 09, 2026
  • Offer Closing Date: July 22, 2026
  • Payment Deadline: August 05, 2026 (10 working days after closure)
  • Post-Offer Announcement: August 12, 2026

Parties Involved

Acquirers:

  • Mr. Amarandhar Reddy Kotha (Acquirer 1) - Net worth ₹149.96 crore
  • Mr. Mallour Rajesh Kumar (Acquirer 2) - Net worth ₹3.57 crore

Promoter Sellers:

  • Mr. Gude Venkata Mohan Prasad (12.71% holding)
  • Mrs. Lakshmi Sudha Madala (8.24% holding)

Manager to Offer: Rarever Financial Advisors Private Limited (SEBI Reg. No. INM000013217)

Registrar to Offer: Integrated Registry Management Services Private Limited

Escrow Bank: Axis Bank Limited

Buying Broker: Nikunj Stock Brokers Limited

Financial Arrangements

  • Escrow account maintained with Axis Bank Limited with ₹47,20,000 cash deposit
  • Financial capability certified by CA Rakesh Kumar Mandal (Membership No. 315488)
  • No borrowings required - funded from acquirers' own resources

Capital Structure Impact

  • Current Paid-up Capital: ₹15,09,99,520 (1,50,99,952 shares of ₹10 each)
  • Authorized Capital: ₹25,00,00,000
  • Pre-Offer Acquirer Holding: 1,327 shares (0.01%) by Mr. Mallour Rajesh Kumar only
  • Post-Offer Holding: Acquirers will hold 70,89,378 shares (46.95%)
  • Promoter Holding Reduction: From 26.44% to 5.49% (only non-selling promoters remain)

Procedure Details

  • Tendering Mechanism: Through BSE Acquisition Window
  • Settlement: Through clearing corporation mechanism
  • Physical Share Acceptance: Allowed with complete documentation
  • Non-resident Participation: Subject to RBI/FEMA approvals
  • Tax Deduction at Source: Applicable as per Income Tax Act, 2025 provisions

Risk Factors

  • Offer may be withdrawn if statutory approvals become required and are not obtained
  • Delay in payment may occur if regulatory approvals are delayed
  • Equity shares tendered will be locked until settlement completion
  • Market price fluctuations may affect shareholders during tender period

Financial Information of Target Company (Audited)

Balance Sheet (₹ in Lakhs):

| Particulars | Mar 2026 | Mar 2025 | Mar 2024 |

| Total Assets | 1,243.43 | 1,207.57 | 1,213.24 |

| Share Capital | 1,509.99 | 1,509.99 | 1,509.99 |

| Net Worth | 1,008.13 | 1,003.95 | 1,007.33 |

Profit & Loss (₹ in Lakhs):

| Particulars | Mar 2026 | Mar 2025 | Mar 2024 |

| Revenue | 75.01 | 77.94 | 67.85 |

| Net Profit/(Loss) | 4.19 | (3.38) | (10.40) |

| EPS (₹) | 0.02 | (0.02) | (0.07) |

| Book Value per Share (₹) | 6.68 | 6.65 | 6.67 |

Additional Information

  • Target company engaged in diagnostic and healthcare services
  • Shares listed on BSE under symbol 'DOLPHMED' since July 14, 1994
  • Trading currently restricted to Mondays due to suspension for non-payment of ALF dues
  • Shares under Enhanced Surveillance Measure (ESM) framework since April 15, 2026
  • No subsidiaries, associates, or joint ventures
  • No pending litigation or regulatory actions against the company