Key Quantitative Figures

  • Open Offer Size: 12,57,048 Equity Shares
  • Open Offer Percentage: 26.00% of the paid-up equity capital
  • Open Offer Price: ₹27.92 per Equity Share
  • Total Open Offer Consideration: ₹3,50,96,780 (assuming full acceptance)
  • Share Purchase Agreement (SPA) Size: 12,81,257 Equity Shares
  • SPA Percentage: 26.50% of the paid-up equity capital
  • SPA Price: ₹15.00 per Equity Share
  • Total SPA Consideration: ₹1,92,18,855
  • Target Company's Paid-up Capital: 48,34,800 Equity Shares of ₹10 each (₹4,83,48,000)
  • Acquirer's Net Worth (as of August 31, 2026): ₹16.03 Crore
  • Escrow Deposit: ₹3,51,00,000 (more than 100% of offer consideration)

Dates of Action

  • Public Announcement Date: Tuesday, September 15, 2026
  • DPS Publication Date: Tuesday, September 22, 2026
  • SPA Execution Date: Tuesday, September 15, 2026
  • Tentative Identified Date: Monday, October 26, 2026
  • Tentative Tendering Period: Monday, November 9, 2026 to Monday, November 23, 2026
  • Tentative Payment Completion Date: Tuesday, December 8, 2026

Parties Involved

  • Acquirer: Mr. Ghanshyam Hansrajani (Indian Resident, PAN: AAEPH7949F)
  • Manager to the Offer: Bonanza Portfolio Limited (SEBI Regn. No.: INZ000212137)
  • Target Company: Mayur Leather Products Limited (CIN: L19129RJ1987PLC003889)
  • Selling Shareholders (Promoter Sellers): Ms. Seema Gupta (Seller 1), Ms. Sarita Gupta (Seller 2), Mr. Akhilesh Poddar (Seller 3), Rajesh V Gupta (HUF) (Seller 4), Mayur Global Private Limited (Seller 5)
  • Deemed PAC (not acting in concert): Mr. Umesh Hansrajani (son of Acquirer, holds 24.14%)
  • Registrar to the Offer: Purva Sharegistry (India) Private Limited
  • Buying Broker: Nikunj Stock Brokers Limited
  • Escrow Bank: Kotak Mahindra Bank Limited, Bangalore

Purpose and Rationale

The open offer is triggered by the execution of a Share Purchase Agreement (SPA) whereby Mr. Ghanshyam Hansrajani has agreed to acquire 26.50% of the equity share capital from the existing promoters of Mayur Leather Products Limited. This acquisition will result in a change of control, obligating the acquirer to make an open offer to the public shareholders under SEBI SAST Regulations. The acquirer's stated object is substantial acquisition of shares/voting rights and gaining control over the management of the Target Company.

Financial and Operational Impact

  • Change in Control: The acquisition will result in Mr. Ghanshyam Hansrajani acquiring control and becoming the promoter of the Target Company.
  • Promoter Exit: The selling shareholders will cease to be promoters and will be reclassified as public shareholders post-transaction.
  • Post-Offer Shareholding: Upon full acceptance of the open offer and completion of the SPA, the acquirer's total holding will be 25,38,305 shares (52.50%).
  • Minimum Public Shareholding: The acquirer undertakes to ensure compliance with minimum public shareholding requirements (25%) under Regulation 38 of SEBI LODR Regulations.
  • Business Continuity: The acquirer intends to retain the listing status and continue the existing line of business, with any changes subject to necessary approvals.

Capital Structure Impact

  • Current Capital: Issued, subscribed, and paid-up capital is 48,34,800 equity shares.
  • No Dilution: The transaction involves only a transfer of existing shares; no new shares are being issued.
  • Promoter Holding Change: Pre-SPA, the selling promoters held 26.50%. Post-transaction, their holding will be zero.

Cash Flow Implications

  • SPA Consideration Outflow: ₹1,92,18,855 payable to selling promoters in seven tranches over 50 days from SPA date.
  • Open Offer Consideration Outflow: Up to ₹3,50,96,780 payable to public shareholders.
  • Funding Source: Acquirer's own internal resources; no borrowings envisaged.

Forward-Looking Statements

  • The acquirer does not currently intend to alienate or dispose of any substantial assets of the Target Company in the next two years, except in the ordinary course of business.
  • The completion of the acquisition is subject to compliance with minimum public shareholding requirements.
  • The acquirer may appoint himself and/or his nominees to the Board of Directors after the expiry of 15 working days from the DPS date.

Material Changes

  • The acquirer held 0 shares prior to this transaction.
  • Two other existing promoters (Mr. Rajendra Kumar Poddar and Ms. Amita Poddar) disposed of their entire holdings (11.33% and 14.19% respectively) in open market transactions prior to this SPA.

Additional Information

  • Target Company Business: Manufacturing of leather products (shoe uppers, bags, belts) and provision of consultancy/services (BPO, KPO, LPO, ITES).
  • Financials (FY2026): Total Income: ₹97.24 lakh, Net Profit: ₹127.37 lakh, EPS: ₹2.63, Net Worth: ₹211.69 lakh.
  • Listing Status: Listed on BSE (active) and CSE (suspended).
  • Frequently Traded: Equity shares are frequently traded on BSE with an annualized trading turnover of 77.72%.
  • Offer Price Justification: ₹27.92 is the highest of the parameters under Regulation 8(2), based on the 60-day VWAP on BSE.