Key Quantitative Figures

  • Offer Size: 1,12,72,300 Equity Shares of face value ₹1 each
  • Percentage of Expanded Voting Share Capital: 26.00%
  • Offer Price: ₹12.00 per Offer Share
  • Total Maximum Consideration: ₹13,52,67,600.00 (assuming full acceptance)
  • Preferential Issue Size: 3,50,00,000 Equity Shares at ₹12.00 per share
  • Preferential Issue Proceeds: ₹42,00,00,000.00
  • Promoter Share Purchase: 49,20,000 Shares at ₹12.00 per share (₹5,90,40,000.00 total)
  • Escrow Amount Deposited: ₹13,52,67,600.00 (100% of total consideration)

Dates of Action

  • Public Announcement Date: Friday, January 30, 2026
  • Detailed Public Statement Publication: Friday, February 06, 2026
  • Draft Letter of Offer Filing: Friday, February 13, 2026
  • Preferential Allotment Date: Friday, March 13, 2026
  • Identified Date: Monday, June 29, 2026
  • Tendering Period Opening: Monday, July 13, 2026
  • Tendering Period Closing: Friday, July 24, 2026
  • Payment Due Date: Within 10 working days of tendering period closure

Parties Involved

Acquirers:

1. Mr. Pintu Kanjibhai Kalavadia (Acquirer 1)

2. Mr. Prashant Kanjibhai Kalavadia (Acquirer 2)

3. Mr. Umang Kantilal Savani (Acquirer 3)

4. Mr. Kalpesh Patel (Acquirer 4)

Selling Promoter Shareholders:

1. Savjibhai Dungarshibhai Patel (Selling Promoter Shareholder 1)

2. Ushaben Savjibhai Patel (Selling Promoter Shareholder 2)

Manager to the Offer: Diggi Corporate Advisors Private Limited

Registrar to the Offer: Integrated Registry Management Services Private Limited

Escrow Agent: Axis Bank Limited

Buying Broker: Nikunj Stock Brokers Limited

Target Company: SJ Corporation Limited

Purpose and Rationale

The Offer is a triggered mandatory open offer in compliance with Regulations 3(1) and 4 of SEBI (SAST) Regulations pursuant to:

1. Execution of Share Purchase Agreement dated January 30, 2026 for acquisition of 49,20,000 shares (11.35% of expanded capital) from selling promoters

2. Execution of Share Subscription Agreement dated January 30, 2026 for preferential allotment of 2,17,00,000 shares (50.05% of expanded capital) to acquirers

3. Change in control and management of the Target Company

The acquirers intend to undertake rubber business through the Target Company post-change in management, facilitated by the acquisition of Fishfa Rubbers Limited (99.99% stake) using proceeds from the preferential issue.

Financial Arrangements

  • Escrow Account: 'Kalpesh Patel SJ - Open Offer Escrow Account' with Axis Bank Limited
  • Escrow Amount: ₹13,52,67,600.00 deposited (100% of maximum consideration)
  • Financial Resources: Acquirers have certified net worth sufficient to meet obligations (Acquirer 1: ₹2,331.45 lakhs, Acquirer 2: ₹2,313.79 lakhs, Acquirer 3: ₹1,702.02 lakhs, Acquirer 4: ₹495.55 lakhs)
  • No borrowings from banks/financial institutions required

Capital Structure Impact

Pre-Preferential Issue Capital:

  • Paid-up share capital: ₹83,55,000.00 (83,55,000 Equity Shares)

Post-Preferential Issue Capital:

  • Paid-up share capital: ₹4,33,55,000.00 (4,33,55,000 Equity Shares)
  • Expanded Voting Share Capital: 4,33,55,000 Equity Shares

Post-Offer Holding (assuming full acceptance):

  • Acquirers will hold: 3,78,92,300 Equity Shares (87.40% of expanded capital)
  • Public shareholding may fall below minimum requirement, requiring acquirers to take steps to comply within 12 months

Conditions and Approvals

  • The Offer is not conditional upon minimum acceptance
  • No differential pricing
  • No competing offer exists
  • Target Company has received Listing Approval from BSE (reference LOD/PREF/SS/FIP/57/2026-27 dated April 10, 2026) and Trading Approval (reference LOD/PREF/SV/227/2026-2027 dated April 24, 2026) for preferential issue
  • No statutory approvals required as of Letter of Offer date, but Offer may become subject to approvals if required later

Risk Factors

Key risks identified:

  • Proportionate acceptance if oversubscribed
  • Inability to withdraw tendered shares
  • Delay in payment consideration (with 10% interest liability for acquirers if delay not attributable to them)
  • Lock-in restrictions on preferential shares (6 months for public allottees, longer for promoters)
  • Potential fall in public shareholding below minimum requirement
  • Physical share verification and transfer risks

Settlement Procedure

  • Through stock exchange mechanism via BSE Limited
  • Special escrow demat account: "S J Corporation Limited- Open Offer" with Nikunj Stock Brokers Limited (DP ID: IN302994, Client ID: 10139138)
  • Physical shareholders must submit original certificates, transfer deeds, and complete documentation
  • Demat shareholders must ensure shares are credited to open offer escrow account
  • Payment within 10 working days of tendering period closure

Tax Implications

  • Securities Transaction Tax (STT) applicable at 0.10%
  • Capital gains tax treatment based on holding period and resident status
  • Tax deduction at source requirements for non-residents
  • Detailed tax guidance provided for various shareholder categories

Non-Compliances Disclosed

  • Delay in filing Regulations 29(1) and 29(2) disclosures (6-7 days delay)
  • Non-filing of Regulation 31(4) disclosures
  • Historical delays in various SEBI (LODR) Regulation filings
  • Shareholding pattern disclosure issues related to escrow account timing

Documents for Inspection

22 documents listed for inspection including incorporation documents, financial statements, agreements, approvals, and certificates available at Manager's office or electronically during tendering period.