Nature of Event

Mandatory open offer under Regulation 3(1) and 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, triggered by execution of Share Purchase Agreement dated March 12, 2026.

Key Quantitative Figures

  • Offer Size: 15,45,271 equity shares (26.00% of paid-up capital)
  • Offer Price: ₹5 per equity share of face value ₹10
  • Maximum Consideration: ₹77,26,355 (assuming full acceptance)
  • SPA Acquisition: 25,97,370 shares (43.70% from promoters) at approx ₹3.62 per share
  • Total SPA Consideration: ₹94,02,479
  • Current Acquirer Holding: 1,64,200 shares (2.76%)
  • Post-Offer Holding: 43,06,841 shares (72.46% assuming full acceptance)
  • Escrow Amount: ₹20.00 lacs deposited with Axis Bank Limited
  • Net Worth of Acquirer: ₹194.35 lacs as certified by CA Jay Shah

Dates of Action

  • Public Announcement Date: March 12, 2026
  • Detailed Public Statement Date: March 20, 2026
  • Identified Date: May 29, 2026
  • Offer Opening Date: June 12, 2026
  • Offer Closing Date: June 25, 2026
  • Payment Date: July 10, 2026
  • Final Report Date: July 17, 2026

Parties Involved

Acquirer: Mr. Saroj Kumar Choudhury (57 years, Resident Indian, MBA IT, Current MD of Target Company)

Sellers:

  • Mazher N Laila (9.30% holding)
  • Ali Mazhar Laila (10.94% holding)
  • Farida Mazher Laila (7.80% holding)
  • Zainab Mazher Laila (5.73% holding)
  • Arefa Mazher Laila (5.06% holding)
  • Fatema Shabbir Dalal (4.87% holding)

Manager to Offer: Navigant Corporate Advisors Limited (SEBI Reg No: INM000012243)

Registrar to Offer: MUFG Intime India Private Limited (SEBI Reg No: INR000004058)

Buying Broker: Allwin Securities Limited

Financial and Operational Impact

Target Company Financials (FY25 Audited):

  • Net Loss: ₹50.31 lacs (vs profit ₹9.45 lacs in FY24)
  • Accumulated Losses: ₹1,347.71 lacs (complete net worth erosion)
  • Current Liabilities exceed Current Assets by ₹171.13 lacs
  • Total Liabilities exceed Total Assets by ₹171.13 lacs
  • Cash losses in FY25 and FY24
  • Unpaid income tax: ₹7.75 lacs (AY 2006-07)

Auditor Qualifications:

  • Material uncertainty regarding going concern despite preparation on going concern basis
  • Audit trail feature not enabled in accounting software as required
  • Statutory dues unpaid for over 6 months

Capital Structure Impact:

  • Post-offer public shareholding: 27.54% (meets minimum 25% requirement)
  • Current promoters will cease to be classified as promoters
  • Acquirer will become new promoter

Purpose and Rationale

  • To acquire management control of Target Company
  • Continue existing textile business with possible diversification
  • Utilize listed company platform for business expansion
  • No immediate plans to dispose of significant assets except in ordinary course

Risk Factors

Offer-related Risks:

  • No minimum acceptance condition, but possible proration in case of oversubscription
  • Possible delays due to statutory approvals or litigation
  • Withdrawal circumstances include death of acquirer, refusal of statutory approvals, or SEBI direction
  • 10% interest payable for delays attributable to acquirer
  • Shares held in trust during offer period cannot be traded
  • NRI/OCB holders require RBI approvals for participation

Target Company Risks:

  • Negative net worth and accumulated losses
  • Going concern uncertainty
  • Historical non-compliances with SEBI regulations
  • Past fines levied by BSE for delayed submissions

Procedure Details

  • Tendering Mechanism: Through BSE acquisition window
  • Minimum Lot: 1 equity share
  • Settlement: Through clearing corporation mechanism
  • Physical Share Procedure: Submission of form, original certificates, transfer deeds to registrar
  • Payment Mode: ECS or cheque/demand draft

Financial Arrangements

  • Acquirer has net worth of ₹194.35 lacs with liquid assets of ₹78.14 lacs
  • Loan sanction letter for ₹70 lacs obtained against property (not intended for offer use)
  • Escrow account with ₹20 lacs (exceeding 25% requirement)
  • No borrowing planned for offer consideration

Corporate Structure

Target Company Background:

  • Incorporated in 1980 as L.S. Synthetics Private Limited
  • Converted to public limited company and renamed Oxford Industries Limited in 1994
  • Authorized Capital: ₹1,550 lacs (95 lakh equity shares + 6 lakh preference shares)
  • Paid-up Capital: ₹594.34 lacs (59,43,350 equity shares)
  • Business: Manufacturer and dealer in textiles and readymade garments
  • No manufacturing facility currently operational

Board of Directors:

  • Mr. Saroj Kumar Choudhury (Managing Director)
  • Ms. Iranee Tripathy (Independent Director)
  • Mr. Nitin Arvind Oza (Independent Director)
  • Ms. Aakansha Vaid (Independent Director)