Key Transaction Details

  • Acquirers: Mr. Pankaj Grover (Acquirer 1) and Mr. Abhisek Gupta (Acquirer 2)
  • Offer Size: Up to 7,94,170 fully paid-up equity shares of face value ₹10 each
  • Offer Percentage: 26% of voting share capital
  • Offer Price: ₹30 per share payable in cash
  • Total Maximum Consideration: ₹2,38,25,100

Triggering Event

  • Share Purchase Agreement dated October 19, 2026 between Acquirers and Promoter Seller Mr. Yogesh Agrawal
  • Acquisition of 14,07,000 equity shares (46.06% of voting capital) from promoter
  • Negotiated price: ₹30 per share, aggregating ₹4,22,10,000
  • Acquisition results in change of management control

Financial Arrangements

  • Escrow Account: "GVB OPEN OFFER ESCROW ACCOUNT" with Yes Bank Limited
  • Account Number: 078566200000096
  • Escrow Amount: ₹60,00,000 deposited (more than 25% of maximum consideration)
  • Financial resources confirmed through certification by chartered accountants
  • No borrowings from banks/financial institutions required

Acquirer Background

Mr. Pankaj Grover (Acquirer 1):

  • Age: 48 years, PAN: AHIPG0883G
  • Address: 207-B, 2nd Floor, I-Block, Near Water Tank, South City-II, Gurgaon, Haryana-122018
  • Individual Net Worth (as of October 15, 2026): ₹351.06 Lakhs
  • Experience: 25 years in metal components manufacturing industry

Mr. Abhisek Gupta (Acquirer 2):

  • Age: 42 years, PAN: BGXPG3508B
  • Address: Flat No.-11164, Ats Advantage, Ahinsa Khand-1, Indirapuram, Sahibabad, Ghaziabad, Uttar Pradesh-201010
  • Individual Net Worth (as of September 30, 2026): ₹295.43 Lakhs
  • Experience: 21 years in loan consultancy services
  • Directorships: Fruitery Agrofresh Private Limited and Fruitery Agro LLP

Target Company Information

  • Corporate Office: G-74, Pushkar Enclave, Paschim Vihar, Delhi-110063
  • Business: Consultancy and trading in Horticultural and Agricultural products
  • Authorized Share Capital: ₹9,00,00,000 (90,00,000 equity shares of ₹10 each)
  • Paid-up Share Capital: ₹3,05,45,000 (30,54,500 equity shares of ₹10 each)
  • Listing: BSE Limited (Symbol: GVBL, Scrip Code: 539206, ISIN: INE574D01010)

Financial Performance (Figures in ₹ Lakh)

| Period | Income from Operations | Total Income | Profit After Tax | EPS (₹) |

| Sep 2026 (6M) | 3.80 | 3.80 | -0.51 | -0.01 |

| FY 2026 | 26.75 | 26.75 | 3.03 | 0.10 |

| FY 2025 | 84.39 | 84.84 | 35.61 | 1.17 |

| FY 2024 | 16.51 | 16.66 | 1.52 | 0.05 |

Shareholding Pattern Impact

Pre-Offer:

  • Promoter (Yogesh Agrawal): 14,07,000 shares (46.06%)
  • Public Shareholders: 16,47,500 shares (53.94%)

Post-Offer (assuming full acceptance):

  • Acquirers: 22,01,170 shares (72.06%)
  • Public Shareholders: 8,53,330 shares (27.94%)

Schedule of Activities (Tentative)

  • Public Announcement Date: October 19, 2026
  • Draft Letter of Offer Filing: November 03, 2026
  • Identified Date: November 30, 2026
  • Offer Opening Date: December 14, 2026
  • Offer Closing Date: December 28, 2026
  • Payment Completion Date: January 11, 2027

Key Conditions and Provisions

  • Offer is not conditional upon any minimum level of acceptance
  • No competing offer as of draft letter of offer date
  • No statutory approvals required as of date, but subject to change
  • Upward revision in offer price/size possible until December 10, 2026
  • Equity shares tendered cannot be withdrawn during tendering period
  • Acceptance on proportionate basis in case of oversubscription

Manager and Registrar to Offer

Manager: Fintellectual Corporate Advisors Private Limited (SEBI Reg No.: INM000012944)

Registrar: Skyline Financial Services Private Limited (SEBI Reg No.: INR000003241)

Buying Broker: Nikunj Stock Brokers Limited (SEBI Reg No.: INZ000169335)

Tax Implications

  • Resident shareholders: No tax deduction at source by acquirers
  • Non-resident shareholders: Subject to applicable tax deductions and compliance requirements
  • Capital gains tax applicable based on holding period
  • STT levied on stock exchange transactions

Risk Factors

  • Subject to terms of Share Purchase Agreement
  • Delay possible if statutory approvals required later
  • Equity shares remain blocked during tendering period
  • Non-resident shareholders require RBI approvals
  • Oversubscription may lead to partial acceptance
  • Withdrawal right available under Regulation 23(1) of SEBI SAST Regulations

Documents Available for Inspection

  • Memorandum and Articles of Association of Target Company
  • Share Purchase Agreement dated October 19, 2026
  • Financial certificates and net worth declarations
  • Escrow agreement and bank confirmation
  • Annual reports and financial statements
  • SEBI communications