Key Quantitative Figures

  • Offer Size: 32,49,454 equity shares (26.00% of paid-up capital)
  • Offer Price: ₹10 per fully paid-up equity share
  • Total Offer Consideration: ₹3,24,94,540 (assuming full acceptance)
  • Face Value: ₹10 per share
  • Marketable Lot: 6,000 shares
  • Trigger Acquisition: 89,99,500 shares (72.01%) acquired from promoters via SPA at ₹10/share
  • SPA Consideration: ₹8,99,95,000
  • Escrow Amount Deposited: ₹82,00,000 (25.25% of offer size)
  • Post-Offer Acquirer Holding: 1,22,48,954 shares (98.01%)
  • Current Public Shareholding: 34,98,400 shares (27.99%)
  • Post-Offer Public Shareholding: 2,48,946 shares (1.99%)

Dates of Action

  • Public Announcement Date: August 27, 2026
  • Detailed Public Statement Date: September 03, 2026
  • Draft Letter of Offer Date: September 10, 2026
  • Identified Date: October 07, 2026 (for shareholder eligibility)
  • Tendering Period Opens: October 22, 2026
  • Tendering Period Closes: November 04, 2026
  • Settlement Date: November 19, 2026
  • Last Date for Upward Revision: October 19, 2026

Parties Involved

Acquirer: Darsh Advisory Private Limited (CIN: U82990WB1988PTC043979)

  • Net Worth: ₹17.25 crore as of July 31, 2026
  • Paid-up Capital: ₹4.69 crore
  • Primary Business: Business support services, IT services, outsourcing solutions

Target Company: Kenrik Industries Limited (CIN: L36101GJ2017PLC095995)

  • Paid-up Capital: ₹12.50 crore (1,24,97,900 shares of ₹10 each)
  • Listed on: BSE SME Platform
  • Business: Not explicitly stated in document

Sellers/Promoters:

  • Mr. Nitin Dalpatlal Shah (36.63% holding)
  • Mr. Nihar Nitinbhai Shah (23.66% holding)
  • Mrs. Manisha Nitinkumar Shah (7.78% holding)
  • Shah Nitin Dalpatlal (HUF) (3.94% holding)

Manager to Offer: VC Corporate Advisors Private Limited (SEBI Regn: INM000011096)

Registrar to Offer: Skyline Financial Services Private Limited (SEBI Regn: INR000003241)

Buying Broker: Nikunj Stock Brokers Limited

Escrow Banker: ICICI Bank Limited

Purpose and Rationale

The open offer is mandatory under SEBI takeover regulations triggered by the acquisition of 72.01% stake from existing promoters. The acquirer intends to gain control and management of the target company and become the new promoter. The object is to comply with regulatory requirements for substantial acquisition accompanied by change in control.

Financial Arrangements

  • Financial resources certified by CA Sidharth Kumar Jain
  • Escrow account opened with ICICI Bank (A/c No: 000405167243)
  • Special escrow account opened (A/c No: 000405167244)
  • ₹82,00,000 deposited (25.25% of offer size), with 1-day delay in deposit
  • Firm arrangements confirmed for full implementation of offer

Offer Price Justification

Offer price of ₹10 per share justified under Regulation 8(2) of SEBI (SAST) Regulations based on:

  • Highest negotiated price under SPA: ₹10 per share
  • 60-day VWAP prior to PA: ₹7.59 per share (as certified by registered valuer)
  • No acquisitions by acquirer in preceding 52 weeks

Conditions and Approvals

  • Offer is not conditional upon minimum acceptance
  • No statutory approvals required as of document date
  • Subject to SEBI observations on draft letter of offer
  • Possible withdrawal conditions under Regulation 23 include statutory approval refusal or SPA conditions not met

Risk Factors

1. Delay possible if regulatory approvals required later or litigation occurs

2. Shareholders cannot withdraw acceptance during tendering period

3. Lien marking on tendered shares in depository system

4. Post-offer public shareholding may fall to 1.99%, violating minimum 25% requirement

5. Acquirer must remediate minimum public shareholding within 12 months

6. Escrow amount may be forfeited for wilful default in obtaining approvals

Capital Structure Impact

  • Pre-offer promoter holding: 72.01%
  • Pre-offer public holding: 27.99%
  • Post-offer acquirer holding: 98.01%
  • Post-offer public holding: 1.99%
  • Results in violation of minimum public shareholding requirements
  • 89,99,500 shares acquired from promoters subject to lock-in continuation

Settlement Procedure

  • Settlement through stock exchange mechanism (BSE Acquisition Window)
  • Demat shares: Through depository system with lien marking
  • Physical shares: Require submission of share certificates, transfer deeds, and documentation
  • Non-resident shareholders must submit Form of Acceptance
  • Prorata acceptance if oversubscribed, ensuring marketable lots

Financial Information (Target Company)

FY2026 (Audited):

  • Total Income: ₹8.02 crore
  • Profit After Tax: -₹0.38 lakh
  • EPS: ₹0.00
  • Net Worth: ₹22.34 crore
  • Book Value per Share: ₹17.87

FY2025 (Audited):

  • Total Income: ₹7.48 crore
  • Profit After Tax: ₹99.31 lakh
  • EPS: ₹1.10
  • Net Worth: ₹13.60 crore
  • Book Value per Share: ₹15.11

Tax Considerations

  • Capital gains tax implications for shareholders
  • No TDS deduction for resident shareholders
  • Non-resident shareholders responsible for own tax compliance
  • STT payable on stock exchange transactions