Letter of Offer Details

Nature of the Event

This is a mandatory open offer triggered under Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations). The offer is made to rectify past non-compliances of SEBI (SAST) Regulations by The Ballygunge Family Trust (Acquirer) along with Persons Acting in Concert (PACs).

Key Quantitative Figures

  • Offer Size: 63,04,825 equity shares
  • Percentage of Paid-Up Equity: 26.00%
  • Offer Price: ₹150.00 per fully paid-up equity share
  • Total Maximum Consideration: ₹94,57,23,750 (assuming full acceptance)
  • Current Promoter Group Holding: 1,20,08,649 shares (49.52%)
  • Post-Offer Promoter Holding (if full acceptance): 1,83,13,474 shares (75.52%)
  • Escrow Amount Deposited: ₹23,64,30,938 (25% of maximum consideration)
  • Face Value of Shares: ₹10.00 per share
  • Total Paid-Up Capital: ₹24,24,93,260 divided into 2,42,49,326 equity shares

Dates of Action

  • Public Announcement Date: July 15, 2026
  • Detailed Public Statement Date: July 22, 2026
  • Identified Date: August 21, 2026 (for determining shareholders)
  • Letter of Offer Despatch Date: August 31, 2026
  • Tendering Period: September 7, 2026 to September 21, 2026
  • Completion Date: October 6, 2026 (payment of consideration)
  • Triggering Acquisition Period: February 18, 2026 to June 2026

Parties Involved

Acquirer: The Ballygunge Family Trust

PACs:

  • Mr. Sukumar Srinivas (PAC 1)
  • Ms. Parwathi Srikanth Mirlay (PAC 2)
  • Mr. Dhananjay Mirlay Srinivas (PAC 3)
  • Shankara Holdings Private Limited (PAC 4)

Manager to the Offer: Corporate Professionals Capital Private Limited

Escrow Bank: Kotak Mahindra Bank Limited

Registrar to the Offer: Beetal Financial & Computer Services Private Limited

Buying Broker: Nikunj Stock Brokers Limited

Stock Exchanges: BSE Limited (Designated Stock Exchange) and National Stock Exchange of India

Purpose and Rationale

The open offer is being made to rectify past non-compliances of SEBI (SAST) Regulations. The Acquirer initiated acquisition of shares in the Target Company on February 18, 2026 and continued through open market purchases. The Acquirer was first reflected as a member of the promoter and promoter group in the shareholding pattern for quarter ended March 2026, holding 10,36,251 equity shares (4.27%), which resulted in a breach of Regulation 4 of SEBI (SAST) Regulations. No exemption was sought under Regulation 11, and the obligation was not discharged at the relevant time.

The main object is to consolidate the Promoter and Promoter Group shareholding and reinforce their long-term commitment to the company's growth and development. The acquisition is intended to strengthen their stake and increase promoter shareholding in accordance with applicable laws.

Financial and Operational Impact

Capital Structure Impact:

  • Post-offer promoter holding would increase from 49.52% to 75.52%
  • Public shareholding would reduce from 50.48% to 24.48%
  • This may breach minimum public shareholding requirement of 25% under SEBI (LODR) Regulations

Cash Flow Implications:

  • Maximum cash outflow of ₹94.57 crore if full acceptance
  • ₹23.64 crore already deposited in escrow account
  • Additional funds to be financed through internal resources of Acquirer and PACs

Contingent Exposure:

  • Acquirer and PACs undertake to take necessary steps to ensure compliance with minimum public shareholding requirements within prescribed time if breached

Financial Arrangements

  • Firm financial arrangements made for financing the acquisition
  • Escrow Agreement dated July 15, 2026 with Kotak Mahindra Bank Limited
  • Cash deposit of ₹23,64,30,938 (25% of maximum consideration) in escrow account
  • Additional fund requirement to be financed through internal resources
  • Net worth certificates provided for all Acquirer and PACs

Risk Factors

Relating to Transaction:

  • This is a triggered/mandatory offer due to past non-compliance
  • No statutory approvals required for acquisition of control and 26% stake

Relating to Offer:

  • Subject to SEBI (SAST) Regulations provisions
  • Possible delays in regulatory approvals may delay payment
  • Acceptance on proportionate basis if over-tendering occurs
  • No withdrawal of tendered shares during tendering period
  • Lien marking mechanism for demat shares as per SEBI circular

Relating to Acquirer:

  • No assurance on financial performance of Target Company
  • Responsibility to maintain minimum public shareholding if breached

Taxation Aspects

  • Securities Transaction Tax not applicable
  • Detailed tax implications provided for resident and non-resident shareholders
  • Tax deduction at source requirements explained
  • Different treatment for capital gains vs business income
  • Specific provisions for FIIs/FPIs, NRIs, and other categories
  • Surcharge and cess applicable as per current provisions

Schedule of Activities

| Activity | Original Date | Revised Date |

| Public Announcement Date | July 15, 2026 | July 15, 2026 |

| Detailed Public Statement | July 22, 2026 | July 22, 2026 |

| Draft Offer Document filing | July 29, 2026 | July 29, 2026 |

| Identified Date | August 21, 2026 | August 21, 2026 |

| Letter of Offer Despatch | August 31, 2026 | August 31, 2026 |

| Tendering Period | Sept 7-21, 2026 | Sept 7-21, 2026 |

| Completion Date | October 6, 2026 | October 6, 2026 |

Note: No changes between original and revised schedule

Target Company Financial Information (Consolidated)

Profit & Loss Statement (₹ in Lacs):

| Year | Mar 31, 2026 | Mar 31, 2025 | Mar 31, 2024 |

| Income from Operations | 1,36,400.95 | 1,36,247.37 | 4,82,843.66 |

| Profit After Tax | 384.22 | (79.14) | 8,113.23 |

| EPS (₹) | 1.58 | (0.33) | 34.67 |

Balance Sheet (₹ in Lacs):

| Year | Mar 31, 2026 | Mar 31, 2025 | Mar 31, 2024 |

| Paid-up Capital | 2,424.93 | 2,424.93 | 2,424.93 |

| Net Worth | 44,730.99 | 41,096.01 | 79,756.63 |

| Book Value per Share (₹) | 184.46 | 169.47 | 328.90 |

Note: Significant decrease in operational scale in FY2026 due to demerger of trading business into Shankara Buildpro Limited completed in January 2026

Documents for Inspection

The following documents are available for inspection at Manager's office and electronically:

  • Net worth certificates of Acquirer and PACs
  • Financial statements of Target Company
  • Escrow Agreement
  • Bank confirmation of escrow amount
  • Public Announcement and Detailed Public Statement
  • SEBI observation letter
  • Various consent letters and agreements