Offer Details

Acquirers: Mr. Sanjay Natvarlal Mandavia (Acquirer-1) and Ms. Rupal Sanjay Mandavia (Acquirer-2)

Offer Size: Up to 3,70,47,634 Equity Shares

Percentage of Capital: 26.00% of Emerging Voting Share Capital

Offer Price: ₹1.53 per Equity Share

Maximum Consideration: ₹5,66,82,881 (assuming full acceptance)

Offer Type: Mandatory offer under Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011

Conditionality: Not conditional upon minimum acceptance level

Triggering Event

The open offer is triggered by the proposed preferential allotment of:

  • 3,20,00,000 Equity Shares to Acquirers (3,19,00,000 to Acquirer-1 + 1,00,000 to Acquirer-2)
  • 29,48,00,000 Fully Convertible Warrants (10,00,00,000 to Acquirer-2 + 19,48,00,000 to Public Shareholders)

Preferential issue price: ₹1.53 per share/warrant (including ₹0.53 premium)

Board approval date: August 10, 2026

EGM for shareholder approval: September 9, 2026

Current Shareholding Pattern

Pre-Transaction:

  • Acquirer-1: 5,25,000 shares (0.48%)
  • Acquirer-2: 31,64,004 shares (2.86%)
  • Public Shareholders: 10,68,01,896 shares (96.66%)
  • Promoters: 0 shares (0%)

Post-Preferential Allocation:

Acquirers will hold 3,56,89,004 shares (25.05% of Emerging Voting Share Capital)

Post-Open Offer (assuming full acceptance):

Acquirers will hold 7,27,36,638 shares (51.05% of Emerging Voting Share Capital)

Public shareholding: 6,97,54,262 shares (48.95%)

Emerging Voting Share Capital

14,24,90,900 Equity Shares (comprising existing 11,04,90,900 shares + 3,20,00,000 preferential shares)

Note: 29,48,00,000 warrants do NOT form part of Emerging Voting Share Capital as conversion will occur only after 10 working days from Offer Period completion

Financial Arrangements

Escrow Amount: ₹1,42,00,000 deposited with HDFC Bank Limited (25% of Maximum Consideration)

Escrow Account: 57500002039071 under "Sanjay Natvarlal Mandavia- Open Offer Escrow"

Escrow Agreement Date: August 10, 2026

Net Worth Certification:

  • Acquirer-1: ₹15,17,33,634 (as of August 10, 2026)
  • Acquirer-2: ₹9,32,79,357 (as of August 10, 2026)

Offer Price Justification

The Offer Price of ₹1.53 is the highest of:

  • Preferential issue negotiated price: ₹1.53
  • 52-week VWAP of acquisitions: ₹1.24
  • Highest price in 26 weeks: ₹1.32
  • 60-day VWAP: ₹1.41

Timeline of Major Activities

  • Public Announcement Date: August 10, 2026
  • Detailed Public Statement Date: August 17, 2026
  • Draft Letter of Offer Filing: August 24, 2026
  • Identified Date: September 18, 2026
  • Letter of Offer Dispatch: By September 25, 2026
  • Tendering Period: October 5-16, 2026
  • Settlement Completion: By November 2, 2026
  • Final Report to SEBI: By November 9, 2026

Target Company Information

Business: Manufacturers, assemblers, designers, importers, exporters, consultants, factors, builders, hirers, and repairs of and/or dealers in computer peripherals, micro-processor-based equipment and systems, software, information technology products, services and systems

Proposed Business Diversification: Subject to shareholder approval at EGM on September 9, 2026, to expand into aviation, aerospace, defence, and infrastructure activities

Capital Structure:

  • Authorized Capital: ₹13,50,00,000 (13.5 crore shares of ₹1 each)
  • Paid-up Capital: ₹11,04,90,900 (11,04,90,900 shares of ₹1 each)
  • Proposed Increase: To ₹50,00,00,000 (50 crore shares) subject to shareholder approval

Financial Performance:

FY2026: Total Income ₹54.38 lakh, Loss ₹185.41 lakh

FY2025: Total Income ₹138.77 lakh, Loss ₹46.30 lakh

FY2024: Total Income ₹93.34 lakh, Profit ₹18.23 lakh

Regulatory Approvals Required

1. Shareholder approval for preferential issue (EGM: September 9, 2026)

2. In-principle approval from BSE for preferential issue (application submitted August 17, 2026)

Risk Factors

1. Offer may be withdrawn if statutory approvals are refused

2. Possible delay in Offer process due to approval delays

3. Proration if oversubscription occurs (maximum acceptance: 3,70,47,634 shares)

4. Equity shares tendered cannot be withdrawn during Tendering Period

5. Lock-in restrictions on pre-preferential shareholding of allottees

6. Market price fluctuations during settlement period

7. Tax implications for shareholders

Manager and Registrar Details

Manager to Offer: Credora Partners Private Limited (SEBI Reg: MB/INM000013411)

Registrar to Offer: MUFG Intime India Private Limited (SEBI Reg: INR000004058)

Buying Broker: Nikunj Stock Brokers Limited (SEBI Reg: INZ000169335)

Important Conditions

  • Warrants conversion only after 10 working days from Offer Period completion
  • Minimum marketable lot: 1 Equity Share
  • No acquisition of shares by Acquirers 3 working days before Tendering Period until its expiry
  • Public shareholding to remain at 48.95% post-offer, above minimum 25% requirement