Nature of the Event

This is a mandatory open offer made pursuant to Regulations 3(1) & 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The offer is triggered by a proposed preferential issue of shares through a share swap arrangement to acquire 100% of Blisstering Electronics Private Limited (BEPL) and Bliss Cab Electronics Private Limited (BCEPL).

Offer Details

  • Offer Size: Up to 63,48,500 equity shares
  • Percentage of Expanded Voting Capital: 10.04%
  • Offer Price: ₹14 per fully paid-up equity share of face value ₹10 each
  • Maximum Consideration: ₹8,88,79,000 (assuming full acceptance)
  • Offer Opening Date: October 23, 2026 (Friday)
  • Offer Closing Date: November 5, 2026 (Thursday)
  • Tendering Period: October 23 to November 5, 2026

Acquirers and Persons Acting in Concert (PACs)

Acquirers:

1. Misun Pure Lights Private Limited (Acquirer-1)

2. Ravi Prakash Bothra (Acquirer-2)

3. Vaaibhav Bothrra (Acquirer-3)

4. Rajesh Arora (Acquirer-4)

5. Ashish Arora (Acquirer-5)

PACs:

1. Yasha Bothra (PAC-1)

2. Divyanshi Bothra (PAC-2)

3. Sakshi Bothra (PAC-3)

4. Rejesh Bothra (PAC-4)

5. Sandeep Bothra (PAC-5)

6. Priyanka Baid (PAC-6)

7. Nirmala Bothra (PAC-7)

8. Bothra Corp LLP (PAC-8)

Preferential Issue Details

The Board of Directors of the Target Company approved on August 29, 2026:

  • Total Shares: 5,67,51,732 equity shares of face value ₹10 each
  • Issue Price: ₹14 per share
  • Consideration: Non-cash (share swap)
  • Against Acquisition: 100% equity share capital of BEPL and BCEPL

Breakdown of Preferential Allotment:

  • Against BEPL shares: 4,68,52,185 shares (74.10% of expanded capital)
  • Against BCEPL shares: 98,99,547 shares (15.66% of expanded capital)
  • Other shareholders of transferor companies: 1,87,91,880 shares (29.72% of expanded capital)

Share Capital Structure

  • Current Paid-up Capital: ₹6,47,46,000 (64,74,600 shares of ₹10 each)
  • Post-Preferential Issue Capital: ₹63,22,63,320 (6,32,26,332 shares of ₹10 each)
  • Expanded Voting Share Capital: 6,32,26,332 shares

Current Shareholding Pattern

  • Promoters: 1,26,100 shares (1.95%)
  • Public Shareholders: 63,48,500 shares (98.05%)

Post-Offer Shareholding Projection

  • Acquirers & PACs through Preferential Issue: 3,79,59,852 shares (60.04%)
  • Through Open Offer: 63,48,500 shares (10.04%)
  • Total Post-Offer Holding: 4,43,08,352 shares (70.08%)
  • Public Shareholding: 1,87,91,880 shares (29.72%)

Financial Arrangements

  • Escrow Account: "RAVI PRAKASH BOTHRA OPEN OFFER ESCROW ACCOUNT" with ICICI Bank
  • Account Number: 000405167258
  • Escrow Amount: ₹2,23,00,000 (25% of maximum consideration)
  • Escrow Bank: ICICI Bank Limited, Capital Markets Division, Mumbai

Key Dates

  • Public Announcement Date: August 29, 2026
  • Detailed Public Statement Date: September 4, 2026
  • Draft Letter of Offer Filing: September 11, 2026
  • Identified Date: October 8, 2026
  • Last Date for Offer Price Revision: October 21, 2026
  • Offer Opening: October 23, 2026
  • Offer Closing: November 5, 2026
  • Last Date for Payment: November 20, 2026

Manager to the Offer

NOVUS CAPITAL ADVISORS PRIVATE LIMITED

  • Address: Office No. V-116, 1st Floor, New Delhi House, 27, Barakhamba Road, New Delhi 110001
  • Contact: Mr. Vikas Kumar Verma
  • SEBI Registration: INM000012500

Registrar to the Offer

PURVA SHAREREGISTRY (INDIA) PRIVATE LIMITED

  • Address: 9, Shiv Shakti Industrial Estate, J.R.Boricha Marg Lower Parel (East), Mumbai, Maharashtra-400011
  • Contact: Ms. Deepali Goankar
  • SEBI Registration: INR000001112

Buying Broker

NIKUNJ STOCK BROKERS LIMITED

  • Address: A-92, Ground Floor, Left Portion, Kamla Nagar, New Delhi-110007
  • Contact: Mr. Pramod Kumar Sultania

Target Company Information

  • Listing: BSE Limited (Scrip Code: 540134)

Financial Information of Target Company (as of March 31, 2026)

  • Revenue from Operations: ₹0
  • Total Income: ₹0
  • Profit After Tax: ₹-25.50 lakh
  • Net Worth: ₹643.23 lakh
  • Book Value per Share: ₹9.93
  • EPS: ₹-0.39

Conditions and Approvals

  • Not Conditional: No minimum level of acceptance required
  • Statutory Approvals: Approval from BSE for preferential issue under Regulation 28 of SEBI (LODR) Regulations, 2015
  • Shareholder Approval: Required for preferential issue at AGM scheduled for September 28, 2026

Risk Factors

  • Oversubscription Risk: Acceptance on proportionate basis if shares tendered exceed offer size
  • Preferential Issue Risk: Offer contingent on successful completion of preferential issue
  • Withdrawal Risk: Acquirers may withdraw offer if statutory approvals are refused
  • Litigation Risk: Potential delays due to legal proceedings or SEBI instructions
  • Market Risk: Price fluctuations during tendering period when shares are under lien

Taxation

  • STT Applicable: 0.1% on transaction value
  • LTCG: 12.5% if shares held >12 months (with conditions)
  • STCG: 20% if shares held ≤12 months
  • Tax Deduction: Not required for resident shareholders; may apply for non-residents