Key Quantitative Figures

  • Offer Size: Up to 23,46,250 equity shares
  • Percentage of Expanded Voting Capital: 26.00%
  • Offer Price: ₹42.80 per equity share
  • Total Maximum Consideration: ₹10,04,19,500
  • Face Value per Share: ₹10
  • Escrow Amount Deposited: ₹5,20,00,000 (51.75% of maximum consideration)
  • Underlying SPA Transaction: 11,52,450 shares at ₹35.00 per share (₹4,03,35,750 total)
  • Preferential Issue Equity Shares: 22,80,444 shares at ₹36.50 per share (₹8,32,36,206 total)
  • Preferential Issue Warrants: 17,16,574 warrants at ₹36.50 per warrant (₹6,26,54,951 total)

Parties Involved

Acquirers:

  • Dhiren Chandulal Shah (Acquirer 1)
  • Sunil Chinubhai Shah (Acquirer 2)

Persons Acting in Concert (PACs):

  • Dhairya Dhiren Shah (PAC 1)
  • Hiren Pravin Doshi (PAC 2)
  • Sheetal Hiren Doshi (PAC 3)
  • Nirmal Sunilbhai Shah (PAC 4)
  • Rupa Sunil Shah (PAC 5)
  • Vijaykumar Natvarlal Shiyani (PAC 6)
  • Kamlesh Natvarlal Shiyani (PAC 7)
  • Abhay Chinubhai Shah (PAC 8)
  • Umang Alkesh Gosalia (PAC 9)
  • Meena Alkesh Gosalia (PAC 10)

Manager to Offer: Fedex Securities Private Limited

Registrar to Offer: Purva Sharegistry (India) Private Limited

Escrow Bank: ICICI Bank Limited

Buying Broker: Choice Equity Broking Private Limited

Target Company: Parmax Pharma Limited

Sellers (Existing Promoters):

  • Alkesh Mahasukhlal Gopani (Seller 1)
  • Vipul Mahasukhlal Gopani (Seller 2)
  • Pravina Mahasukh Gopani (Seller 3)

Purpose/Rationale

The open offer is mandatory under Regulations 3(1) and 4 of SEBI (SAST) Regulations triggered by:

1. Share Purchase Agreement dated June 8, 2026 to acquire 11,52,450 shares (12.77% of expanded capital) from existing promoters

2. Preferential issue of equity shares and warrants to acquirers and PACs approved by board on June 8, 2026

3. Resulting in acquisition of control and substantial shareholding exceeding 25%

The prime objective is to obtain substantial holding of equity shares and voting rights accompanied by control of the target company.

Financial Impact

  • Maximum Cash Outflow: ₹10,04,19,500 for open offer consideration
  • Additional Acquisition Cost: ₹14,62,26,907 for underlying transactions (SPA + preferential issue)
  • Total Acquisition Cost: Approximately ₹24,66,46,407
  • Interest Liability: 10% per annum for delayed payments to shareholders
  • Tax Implications: Capital gains tax applicable to tendering shareholders, STT payable

Capital Structure Impact

Pre-Offer Capital:

  • Authorized Capital: ₹6,00,00,000 (60,00,000 shares)
  • Issued & Paid-up: ₹3,74,13,000 (37,41,300 shares)

Expanded Voting Capital (Post Preferential Issue):

  • 90,24,031 shares (including full warrant conversion)
  • Acquirers and PACs proposed holding: 94.34% (assuming full offer acceptance)
  • Public shareholding may fall below 25% requiring compliance within 12 months

Cash Flow Implications

  • Escrow account maintained with ₹5,20,00,000 cash
  • Firm financial arrangements through internal accruals and PAC commitments
  • Upward revision possible requiring additional escrow funding

Risk Factors

1. Offer Withdrawal Conditions: Only permitted if statutory approvals refused, SPA conditions not met, or SEBI directs withdrawal

2. Proportional Acceptance: No guarantee of full acceptance if oversubscribed

3. Delayed Payments: Possible interest liability at 10% p.a. for delays

4. Regulatory Approvals: Subject to shareholder approval for preferential issue, BSE in-principle approval

5. Public Shareholding: May fall below 25% requiring remedial action within 12 months

6. Non-Resident Shareholders: Require RBI approvals for participation

Current Status

  • Draft Letter of Offer filed with SEBI on June 22, 2026
  • Escrow account established with ICICI Bank
  • Public announcement and detailed public statement completed
  • Preferential issue subject to shareholder approval at EGM on July 2, 2026
  • No competing offer as of draft letter date

Additional Information

  • Target company engaged in API and bulk drug manufacturing
  • Equity shares frequently traded on BSE
  • Company has history of delayed regulatory filings and compliance issues
  • Financial performance shows losses: ₹4.16 crore loss (FY26), ₹2.09 crore loss (FY25), ₹5.75 crore loss (FY24)
  • Negative net worth of ₹6.15 crore as of March 31, 2026