Key Transaction Details

Open Offer Structure

  • Acquirers: Mr. Manav Bahri, Mr. Dinesh Popli, Mr. Ajay Dutta (collectively referred to as "Acquirers")
  • Person Acting in Concert (PAC): Trimudra Trade & Holdings Private Limited
  • Offer Size: Up to 3,19,71,680 fully paid-up Equity Shares
  • Offer Percentage: 26.00% of the Expanded Voting Share Capital of Target Company
  • Offer Price: ₹23.35 per Equity Share
  • Total Consideration: ₹74,65,38,728 (assuming full acceptance)
  • Payment Mode: Cash

Triggering Event

The open offer is triggered pursuant to Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011 due to:

  • Execution of Share Sale & Subscription Agreement (SSSA) dated August 7, 2026
  • Target Company's acquisition of 100% equity share capital of Golden Ikon Fleet Management Private Limited from Acquirers
  • Issue of 7,62,85,000 Equity Shares to Acquirers as consideration for Golden Ikon acquisition at ₹23.10 per share
  • Proposed preferential issue of 37,00,000 Convertible Warrants (9,00,000 to Acquirers, 3,00,000 to PAC)

Timeline Schedule

  • Public Announcement Date: August 7, 2026
  • Detailed Public Statement Date: August 14, 2026
  • Draft Letter of Offer Filing: August 21, 2026
  • Identified Date: September 17, 2026 (for shareholder identification)
  • Tendering Period: October 1, 2026 to October 15, 2026
  • Payment Completion Date: By October 30, 2026
  • Final Report Submission: By November 6, 2026

Financial Arrangements

  • Escrow Amount: ₹19,00,00,000 deposited with ICICI Bank Limited (Account No. 000405167127)
  • Escrow Percentage: 25.45% of total consideration (exceeding regulatory requirement of 25%)
  • Escrow Agreement Date: August 10, 2026
  • Special Account: To be opened with ICICI Bank as per Regulation 21(1)

Target Company Background

  • Current Business: Registered NBFC (non-deposit taking) currently engaged in advisory/consultancy services and trading in metal/gold jewellery
  • Share Capital: 34,33,000 Equity Shares of ₹10 each (100% public holding)
  • Board Members: Chetan Dhondu Shinde (MD), Sejal Soni Bharat (Director & CFO), Purvi Samir Patel (Independent Director), Akshay Girish Poriya (Independent Director)
  • NBFC Status: Application submitted to RBI on July 24, 2026 for voluntary surrender of Certificate of Registration

Expanded Voting Share Capital

Post-preferential issue and warrant conversion, the Expanded Voting Share Capital will comprise:

  • 11,92,68,000 Equity Shares
  • 37,00,000 Convertible Warrants (each convertible into one Equity Share)
  • Total Diluted Basis: 12,29,68,000 Equity Shares

Post-Offer Shareholding Pattern (Assuming Full Acceptance)

  • Acquirers & PAC: 10,94,56,680 shares (89.01%)
  • Public Shareholders: 1,35,11,320 shares (10.99%)

Regulatory Framework

  • SEBI Regulations: SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
  • Stock Exchange: BSE Limited (Designated Stock Exchange)
  • Manager to Offer: Systematix Corporate Services Limited (SEBI Registration: INM000004224)
  • Registrar to Offer: Satellite Corporate Services Pvt. Ltd. (SEBI Registration: INR000003639)
  • Buying Broker: Prabhudas Lilladher Pvt Ltd

Key Conditions and Provisions

  • Minimum Acceptance: Not required - offer is not conditional on any minimum acceptance level
  • Competing Offer: No competing offer exists as of document date
  • Price Revision: Offer price may be revised upward until one working day before tendering period commencement
  • Withdrawal Provisions: Offer may be withdrawn if statutory approvals are refused under Regulation 23
  • Non-Resident Participation: Subject to RBI and other regulatory approvals

Risk Factors

Offer-Related Risks

  • Pending RBI approval for NBFC registration surrender
  • Potential delays due to required statutory approvals
  • Equity shares issued to acquirers subject to stock exchange listing approvals
  • Litigation risk that may delay or restrain the offer
  • Market price fluctuations during lien period on tendered shares

Acquirer-Related Risks

  • No assurance of successful implementation of proposed strategies in Target Company
  • Information about Target Company compiled from public sources and not independently verified
  • No assurance regarding future performance of Target Company

Taxation Notes

  • Securities Transaction Tax (STT) applicable on transactions through stock exchange mechanism
  • Different tax treatments for resident and non-resident shareholders
  • Capital gains tax implications based on holding period (LTCG at 12.5% with conditions, STCG at 20%)
  • Tax deduction at source provisions applicable for non-resident shareholders
  • Shareholders advised to consult tax advisors for specific implications

Documents for Inspection

Available at Manager to Offer's office during tendering period including:

  • Constitutional documents of Target Company and acquirers
  • Net worth certificates
  • Share Sale & Subscription Agreement
  • Escrow agreement and bank statements
  • Financial statements
  • Regulatory filings and approvals