Nature of the Event

This is a Detailed Public Statement (DPS) issued by Mark Corporate Advisors Private Limited, the Manager to the Open Offer, on behalf of SBA Infra Projects Private Limited (the Acquirer). The DPS is in relation to an open offer made to the public shareholders of Rishabh Digha Steel And Allied Products Limited (the Target Company). The offer is being made pursuant to and in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI (SAST) Regulations, 2011").

Key Quantitative Figures

  • Open Offer Size: The Acquirer is offering to acquire up to 14,09,699 fully paid-up equity shares.
  • Offer Percentage: This represents 25.69% of the Voting Share Capital of the Target Company.
  • Face Value: Each share has a face value of ₹10.
  • Offer Price: The price offered is ₹47.00 per equity share.
  • Total Offer Value: The aggregate value of the open offer, assuming full acceptance, is ₹6,62,55,853.00 (approx. ₹6.63 crore).
  • SPA Transaction: The Acquirer has also entered into a Share Purchase Agreement (SPA) to acquire 40,76,701 equity shares from the Promoter/Promoter Group Sellers, representing 74.31% of the Voting Share Capital.
  • SPA Consideration: The total consideration for the SPA transaction is ₹19,16,04,947.00 (approx. ₹19.16 crore) at the same price of ₹47.00 per share.
  • Earnest Money: An Earnest Money Deposit (EMD) of ₹95,80,247 has already been paid to the Sellers.
  • Escrow Account: 100% of the maximum open offer consideration (₹6,62,55,853.00) has been deposited in a cash escrow account with Yes Bank Limited (Account No. 000166200004835).
  • Target Company Capital: The Issued, Subscribed and paid-up equity share capital of the Target Company is ₹5,48,64,000.00, comprising 54,86,400 equity shares of ₹10 each.
  • Voting Share Capital: Defined as 54,86,400 equity shares on a fully diluted basis.

Dates of Action

  • Public Announcement (PA) Date: October 29, 2026 (filed via email); hard copy submitted to SEBI on October 30, 2026.
  • DPS Publication Date: November 05, 2026.
  • SPA Execution Date: October 29, 2026.
  • Balance SPA Payment Due Date: On or before December 09, 2026.
  • Tentative Schedule:
  • Last date for filing Draft Letter of Offer with SEBI: November 13, 2026.
  • Identified Date: December 09, 2026.
  • Commencement of Tendering Period (Offer Opening Date): December 23, 2026.
  • Closing of Tendering Period (Offer Closing Date): January 06, 2027.
  • Last date for payment of consideration: January 20, 2027.

Parties Involved

  • Acquirer: SBA Infra Projects Private Limited (formerly S.B.A Realtors & Developers Private Limited).
  • Target Company: Rishabh Digha Steel And Allied Products Limited.
  • Manager to the Open Offer: Mark Corporate Advisors Private Limited.
  • Promoter/Promoter Group Sellers: A consortium of eight sellers, including Kumud Ashok Mehta, Ashok Maganlal Mehta, Yash Ashok Mehta, Ashok Maganlal Mehta HUF, Saurabh Bharatbhai Mehta HUF, Namrata Saurabh Mehta, Digha Steel Industries Private Limited, and Dhan Financial Services Private Limited.
  • Buying Broker: SW Capital Private Limited.
  • Registrar to the Offer: Purva Sharegistry (India) Private Limited.
  • Escrow Banker: Yes Bank Limited.
  • Valuer: Jha Prabhakar Pramod (IBBI/RV/16/2021/14342).
  • Financial Certifier: CA Anil G. Jain of Jain Anil and Associates.

Purpose and Rationale

The open offer is triggered by the Acquirer's entry into a Share Purchase Agreement to acquire a controlling stake of 74.31% from the promoters. The stated object of the takeover is the "substantial acquisition of Shares/Voting Rights and taking control over the Management of the Target Company." The Acquirer has indicated it may diversify the Target Company's operations into infrastructure subject to shareholder approval.

Financial and Operational Impact

  • Control Change: Post successful completion of the open offer and SPA, the Acquirer will hold 100% of the Target Company and will be classified as the promoter. The existing promoters will be declassified.
  • Public Shareholding: The public shareholding will be reduced to 0% upon full acceptance of the offer. The Acquirer undertakes to ensure compliance with minimum public shareholding (MPS) norms within 12 months if required, as the holding would fall below the mandated 25%.
  • Target Company Business: The Acquirer has no immediate plans for major changes to the existing business line except in the ordinary course. It may diversify into infrastructure and reorganize the capital structure with shareholder approval.

Capital Structure Impact

The acquisition of 100% of the equity share capital will result in the complete exit of all existing public shareholders and promoters, leading to a 100% ownership by the Acquirer.

Procedure and Eligibility

All public shareholders (registered and unregistered) are eligible to participate. The tendering will occur through a separate acquisition window on the BSE. Shareholders holding physical shares are also eligible to tender. The offer is not conditional upon a minimum level of acceptance.

Offer Price Justification

The Offer Price of ₹47.00 is justified based on the negotiated price in the SPA. The equity shares are infrequently traded (4.13% turnover in preceding 12 months). The fair value per share, as certified by an independent valuer, is ₹39.09. The Acquirer and Manager believe the price is justified under Regulation 8 of SEBI (SAST) Regulations, 2011.

Other Key Disclosures

  • The Acquirer has no intention to delist the Target Company.
  • The Acquirer confirms it has not been prohibited by SEBI from dealing in securities, declared a wilful defaulter, or categorized as a fugitive economic offender.
  • There are no Persons Acting in Concert (PACs) with the Acquirer.
  • Firm financial arrangements are in place, certified by a chartered accountant.
  • As of the date of the DPS, no other statutory approvals are required to complete the offer.

#Tags: #RishabhDigha #SBAInfra #OpenOffer #SEBISAST #M&A #RegulatoryCompliance #FinancialUpdate #Neutral