Key Quantitative Figures

  • Open Offer Size: 23,16,964 equity shares (26.00% of expanded equity share capital on fully diluted basis)
  • Offer Price: Rs. 136.00 per equity share
  • Maximum Consideration: Rs. 31,51,07,104 (assuming full acceptance)
  • Current Paid-up Capital: Rs. 50.00 lakhs divided into 5,00,000 equity shares of Rs. 10/- each
  • Authorized Capital: Rs. 100.00 lakhs divided into 10,00,000 equity shares
  • Escrow Amount Deposited: Rs. 795.00 lakhs (exceeding 25% of offer consideration requirement)

Dates of Action

  • Detailed Public Statement Date: September 15, 2026
  • Public Announcement Date: September 08, 2026
  • Share Purchase Agreement Date: September 08, 2026
  • Board Meeting Date: September 08, 2026 (approved preferential issue)
  • Tentative Open Offer Period: November 03, 2026 to November 17, 2026
  • Payment Date: December 02, 2026

Parties Involved

Acquirers:

  • Nilesh Jayantilal Patel (Net worth: Rs. 2616.74 lakhs as of September 01, 2026)
  • Vishal Jayantilal Patel (Net worth: Rs. 1121.57 lakhs as of September 01, 2026)
  • Bharatkumar Pravinchandra Keshrani (Net worth: Rs. 1128.15 lakhs as of September 01, 2026)

Selling Shareholders:

  • Manish Dixit (Seller-1): Selling 1,92,750 shares (2.16% pre-transaction)
  • Keshav Das Sonakiya (Seller-2): Selling 35,000 shares (0.39% pre-transaction)
  • Anamika Anand (Seller-3): Selling 3,200 shares (0.04% pre-transaction)
  • Praveen Dixit (Seller-4): Selling 50 shares (0.0006% pre-transaction)
  • Pooja Sharma (Seller-5): Selling 50 shares (0.0006% pre-transaction)
  • Neeraj Kumar Dantre (Seller-6): Selling 50 shares (0.0006% pre-transaction)

Manager to Offer: Navigant Corporate Advisors Limited

Registrar to Offer: Bigshare Services Private Limited

Buying Broker: Allwin Securities Limited

Escrow Bank: Kotak Mahindra Bank Limited

Purpose and Rationale

The open offer is a mandatory offer under SEBI (SAST) Regulations triggered by:

1. Share Purchase Agreement dated September 08, 2026 for acquisition of 2,31,100 equity shares from existing promoters

2. Proposed preferential issue of 25,73,400 equity shares to acquirers as consideration for acquisition of 29,80,000 equity shares of Dev Satya Infra Private Limited

3. Proposed preferential issue of 18,37,800 convertible warrants to acquirers

The main purpose is to acquire complete management control of Target Company. Acquirers shall be classified as promoters post-transaction.

Capital Structure Impact

Current Capital Structure:

  • Existing Share & Voting Capital: 5,00,000 equity shares (Rs. 50,00,000)

Post-Transaction Capital Structure:

  • Emerging Equity & Voting Share Capital: 70,73,600 equity shares (after preferential allotment of 65,73,600 shares)
  • Expanded Equity Share Capital (fully diluted): 89,11,400 equity shares (including 18,37,800 convertible warrants)

Post-Offer Shareholding (assuming full acceptance):

  • Acquirers collectively: 69,59,264 shares (78.09% of expanded capital)
  • Nilesh Jayantilal Patel: 23,20,198 shares (26.04%)
  • Vishal Jayantilal Patel: 23,19,533 shares (26.03%)
  • Bharatkumar Pravinchandra Keshrani: 23,19,533 shares (26.03%)

Financial Impact

  • Maximum cash outflow for acquirers: Rs. 31,51,07,104
  • Financial impact on selling shareholders: Rs. 3,14,29,600 consideration for SPA shares
  • No borrowing required for open offer - funded through acquirers' own resources

Procedural Details

  • Designated Stock Exchange: BSE Limited
  • Tendering Mechanism: Stock Exchange Acquisition Window
  • Eligible Shareholders: All public shareholders except acquirers, promoter group, sellers, and selling company
  • Shares are infrequently traded with annualized trading turnover of 4.68% during September 2025 - August 2026

Conditions and Approvals

  • Offer is not conditional upon minimum acceptance
  • Subject to BSE approval for preferential issue in accordance with Regulation 28 of SEBI (LODR) Regulations
  • Non-resident shareholders must submit RBI approvals for tendering shares
  • Offer may be withdrawn if statutory approvals are refused

Financial Information of Target Company (Rs. in Lacs)

| Particulars | 31.03.2026 (Audited) | 31.03.2025 (Audited) | 31.03.2024 (Audited) |

| Revenue from Operations | 689.71 | 900.95 | 610.86 |

| Other Income | 0.46 | 8.34 | 0.00 |

| Total Revenue | 690.17 | 909.29 | 610.86 |

| Profit after tax | 20.38 | 45.05 | 44.50 |

| EPS (Rs.) | 4.08 | 10.12 | 11.67 |

| Net worth | 644.40 | 624.03 | 428.97 |