Triggering Event

On March 16, 2026, Rekvina Laboratories Limited's Board approved execution of SEPA among Surbhit Mukesh Shah, Amit Mukesh Shah, Krima Surbhit Shah, Ami Amit Shah, Dhruvalkumar Patel, Radiant Parenterals Limited and Rekvina Laboratories. The agreement involves acquisition of 18,51,100 equity shares (100% stake) of Radiant Parenterals Limited at ₹25 per share, aggregating to ₹4.62 crore consideration payable through share swap.

Preferential Issue Details

The Target Company will issue 46,27,750 new equity shares of face value ₹5 each at ₹10 per share (Subscription Shares) to Radiant's shareholders as consideration. The share swap ratio is 1:2.5 (approximately 2.5 Rekvina shares for every 1 Radiant share).

Open Offer Details

  • Acquirers: Surbhit Mukesh Shah, Amit Mukesh Shah, and Dhruvalkumar Patel
  • Offer Size: Up to 28,90,100 equity shares representing 26% of Expanded Share Capital
  • Offer Price: ₹10 per equity share
  • Total Consideration: ₹2,89,01,000 (assuming full acceptance)
  • Expanded Share Capital: 1,11,15,750 shares (including 60,28,000 existing shares + 46,27,750 subscription shares + 4,60,000 preferential issue shares)

Financial Arrangements

  • Escrow Account opened with ICICI Bank Limited
  • Cash deposit of ₹72,25,250 (25% of maximum consideration) made on March 17, 2026
  • Firm financial arrangements certified by CA Divya Zalani on March 18, 2026

Shareholding Impact

  • Pre-offer promoter holding: 41.30% (24,89,483 shares)
  • Post-underlying transaction holding: 51.33% (57,05,552 shares) for acquirers + 64.03% (71,17,233 shares) including promoter group
  • Post-open offer holding (full acceptance): 77.33% (85,95,652 shares) for acquirers + 90.03% (1,00,07,333 shares) including promoter group

Regulatory Framework

The offer is made in compliance with SEBI (SAST) Regulations 2011 and is not conditional upon minimum acceptance. No competing offers exist as of the date of this document.

Timeline of Major Activities

  • Identified Date: June 16, 2026 (for determining shareholders)
  • Offer Opening Date: July 1, 2026
  • Offer Closing Date: July 14, 2026
  • Last Date for Payment: July 28, 2026
  • Final Report to SEBI: August 4, 2026

Procedure for Acceptance

  • Tendering through BSE acquisition window
  • Demat shareholders: Through their selling brokers with lien marking
  • Physical shareholders: Must submit original share certificates, transfer deeds (Form SH-4), and completed Form of Acceptance
  • Non-resident shareholders require RBI approvals and must submit Form of Acceptance

Risk Factors

  • Offer subject to receipt of BSE approval for preferential issue
  • Potential delay in statutory approvals may delay payment to shareholders
  • Equity shares once tendered cannot be withdrawn
  • Market price fluctuations risk during tendering period

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

  • Revenue from operations: ₹126.54 lakh
  • Net Loss: ₹(25.47) lakh
  • Paid-up capital: ₹301.40 lakh (60,28,000 shares)
  • Net Worth: ₹(122.82) lakh
  • Basic EPS: ₹(0.42)

Manager and Registrar Details

  • Manager to Offer: Vivro Financial Services Private Limited (SEBI Reg. No. MB/INM000010122)
  • Registrar to Offer: Purva Sharegistry (I) Private Limited (SEBI Reg. No. INR000001112)
  • Buying Broker: Pravin Ratilal Share and Stock Brokers Limited (SEBI Reg. No. INZ000206732)

Taxation Note

  • Capital gains tax applicable on sale of shares
  • STT payable on transaction
  • No TDS deduction for resident shareholders
  • Non-resident shareholders subject to applicable TDS provisions
  • Shareholders advised to consult tax advisors

Documents Available for Inspection

SEPA agreement, valuation reports, net worth certificates, escrow agreement, SEBI correspondence, and all offer-related documents are available for inspection at Manager's office during tendering period.

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