Key Quantitative Figures

  • Offer Size: 3,39,68,300 equity shares
  • Percentage of Voting Capital: 50.00%
  • Offer Price: ₹1.25 per equity share
  • Total Consideration: ₹4,24,60,375 (maximum)
  • Face Value: ₹2.00 per share
  • Current Paid-up Capital: 6,79,36,604 shares (₹13,58,73,208)
  • Escrow Amount: ₹4,24,60,375 deposited with ICICI Bank (Account No: 000405166334)

Dates of Action

  • Public Announcement Date: May 26, 2026
  • Detailed Public Statement Date: May 31, 2026 (published in Financial Express, Jansatta, Navshakti)
  • Draft Letter of Offer Date: June 05, 2026
  • Identified Date: July 06, 2026 (for shareholder identification)
  • Offer Opening Date: July 20, 2026 (Monday)
  • Offer Closing Date: July 31, 2026 (Friday)
  • Last Date for Payment: August 14, 2026
  • Last Date for Final Report to SEBI: August 21, 2026

Parties Involved

Acquirer: Kaushik Jagannath Joshi (Individual)

Persons Acting in Concert (PACs):

  • Amita Kaushik Joshi (PAC-1) - Wife of Acquirer
  • Krishna Kaushik Joshi (PAC-2) - Daughter of Acquirer
  • Radhika Kaushik Joshi (PAC-3) - Daughter of Acquirer
  • M/s. Joshi Kaushikkumar Jagannath HUF (PAC-4) - HUF where Acquirer is Karta

Selling Shareholder: Hiren Shantilal Kothari (Existing Promoter)

Manager to Offer: Interactive Financial Services Limited (SEBI Reg. No: INM000012856)

Registrar to Offer: Bigshare Services Private Limited (SEBI Reg. No: INR000001385)

Escrow Bank: ICICI Bank Limited

Buying Broker: NNM Securities Private Limited (SEBI Reg. No: INZ000234235)

Underlying Transaction Details

  • Share Purchase Agreement Date: May 26, 2026
  • Shares Acquired via SPA: 32,66,558 equity shares (4.81% of paid-up capital)
  • SPA Purchase Price: ₹1.00 per share
  • Total SPA Consideration: ₹32,66,558
  • Current Acquirer Group Holding: 45,03,807 shares (6.63% as of PA date)
  • Post-Offer Potential Holding: 41,738,665 shares (61.44% if full acceptance)

Financial Arrangements

  • Total Escrow Amount: ₹4,24,60,375 (100% of maximum consideration)
  • Escrow Breakdown:
  • Kaushik Joshi: ₹2,54,76,225
  • Each PAC: ₹42,46,037.50 (×4 = ₹1,69,84,150)
  • Net Worth Certificates Provided (as of May 21, 2026):
  • Kaushik Joshi: ₹4770.10 lakhs
  • Amita Joshi: ₹2344.48 lakhs
  • Krishna Joshi: ₹358.84 lakhs
  • Radhika Joshi: ₹340.35 lakhs
  • Joshi HUF: ₹60.71 lakhs

Offer Mechanics

  • Minimum Public Shareholding Requirement: 25% (Rule 19A of SCRR)
  • Post-Offer Public Shareholding: 38.56% (if full acceptance)
  • Acceptance Basis: Proportional if oversubscribed
  • Withdrawal: Not permitted during tendering period
  • Revision: Possible until July 17, 2026 (1 working day before opening)

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

  • Revenue from Operations: ₹275.53 lakhs
  • Other Income: ₹77.93 lakhs
  • Total Revenue: ₹353.46 lakhs
  • Profit/Loss Before Tax: (₹1.38) lakhs
  • Profit/Loss After Tax: (₹5.36) lakhs
  • EPS: (₹0.008)
  • Net Worth: ₹2380.56 lakhs
  • Book Value per Share: ₹3.50

Risk Factors

  • Offer subject to statutory approvals if required later
  • Possible delay in payment if approvals delayed
  • Market price fluctuation risk during offer period
  • No assurance of future performance of Target Company

Taxation Note

  • Resident shareholders: No TDS deduction
  • Non-resident shareholders: Responsible for own tax compliance
  • Long-term capital gains tax @10% for gains above ₹1,00,000
  • Short-term capital gains tax @15%
  • Shareholders advised to consult tax advisors

Documents for Inspection

Available at Manager's office (Interactive Financial Services Limited) including:

  • Share Purchase Agreement
  • Net worth certificates
  • Escrow agreement
  • Annual reports of Target Company
  • SEBI comments letter (when received)

Capital Structure Impact

  • Pre-offer Promoter Holding: 4.81% (Hiren Kothari)
  • Post-offer Promoter Holding: 0.00% (Hiren Kothari exits)
  • Acquirer Group Pre-offer Holding: 6.63%
  • Acquirer Group Post-offer Potential Holding: 61.44%
  • Public Shareholding Post-offer: 38.56% (meets minimum 25% requirement)