Nature of the Event

This is a Draft Letter of Offer (DLOF) for a mandatory open offer made by Arambhveer Limited (Acquirer) along with three Persons Acting in Concert (PACs) to the public shareholders of Mapro Industries Limited (Target Company). The offer is triggered under Regulations 3(1), 3(3), and 4 of the SEBI (SAST) Regulations, 2011, pursuant to a Share Purchase Agreement (SPA) dated September 24, 2026, through which the Acquirer agreed to acquire 21,85,430 equity shares (26.05% of voting capital) from the existing promoter, Mr. Sandeep Gupta, at a price of ₹30 per share.

Key Quantitative Figures

  • Offer Size: Up to 21,81,121 fully paid-up equity shares
  • Offer Percentage: 26.00% of the voting share capital
  • Offer Price: ₹60.13 per equity share
  • Total Offer Consideration (if fully accepted): ₹13,11,50,806 (₹13.12 crore)
  • Face Value of Shares: ₹10 per share
  • Escrow Amount Deposited: ₹3,50,00,000 (₹3.50 crore) in cash, representing 26.69% of the total offer consideration
  • SPA Transaction Value: ₹6,55,62,900 for 21,85,430 shares (26.05%) at ₹30 per share

Dates of Action

  • Public Announcement (PA) Date: September 24, 2026
  • Detailed Public Statement (DPS) Publication Date: October 01, 2026
  • Draft Letter of Offer Filing Date: October 09, 2026
  • Identified Date (for shareholder determination): November 04, 2026
  • Last Date for Upward Price Revision: November 17, 2026
  • Offer Opening Date (Tendering Period Commences): November 19, 2026
  • Offer Closing Date (Tendering Period Ends): December 03, 2026
  • Last Date for Payment/Return of Shares: December 17, 2026
  • Last Date for Post-Offer Announcement: December 24, 2026

Parties Involved

Acquirer: Arambhveer Limited (CIN: U66300PN2026PLC252850), incorporated on March 05, 2026

Persons Acting in Concert (PACs):

1. Mr. Pandurang Ashru Kolbhor (PAC-1) - holds 1,704 shares (0.02%)

2. Mr. Shrimant Ramesh Aurade (PAC-2) - holds 8,287 shares (0.10%)

3. Ms. Geetanjali Vijay Gavali (PAC-3) - holds 5,860 shares (0.07%)

Target Company: Mapro Industries Limited (CIN: L70101MH1973PLC020670)

Manager to the Offer: Wealth Mine Networks Limited (SEBI Regn. No. INM000013077)

Registrar to the Offer: Purva Sharegistry (India) Private Limited (SEBI Regn. No. INR000001112)

Escrow Bank: Kotak Mahindra Bank Limited

Buying Broker: NNM Securities Private Limited

Seller: Mr. Sandeep Gupta (existing promoter selling 26.05% stake)

Purpose and Rationale

The primary objective is the substantial acquisition of equity shares and voting rights of Mapro Industries Limited, along with the acquisition of control and management. Upon completion, the Acquirer intends to position the company for enhanced operational efficiency and long-term value creation. The Acquirer may explore opportunities for diversification or expansion subject to applicable laws.

Financial and Operational Impact

  • Current Capital Structure: The Target Company has an authorized share capital of ₹9.00 crore and paid-up capital of ₹8.38 crore (83,88,925 equity shares of ₹10 each)
  • Pre-Offer Shareholding: Promoters hold 30.58% (25,65,430 shares), Public holds 69.42% (58,23,495 shares)
  • Post-Offer Shareholding (if fully accepted): Acquirer & PACs would hold 52.24% (43,82,402 shares), Public would hold 43.23% (36,26,523 shares), Non-selling promoters (to be reclassified as public) would hold 4.53% (3,80,000 shares)
  • Public Shareholding Compliance: If public shareholding falls below 25%, the Acquirer undertakes to facilitate compliance within 12 months through permitted routes

Capital Structure Impact

The acquisition will result in a change of control. The Acquirer will be classified as the new promoter, while the existing promoter (Mr. Sandeep Gupta) and non-selling promoters (Mr. Umesh Kumar Kanodia and Mr. Atul Kumar Sultania) will be reclassified as public shareholders subject to compliance with Regulation 31A(10) of SEBI (LODR) Regulations, 2015.

Cash Flow Implications

  • Outflow: Maximum cash outflow of ₹13.12 crore for the open offer plus ₹6.56 crore for the SPA acquisition
  • Funding Source: The Acquirer confirms adequate financial resources through its own funds (cash and liquid investments) with no borrowings required
  • Net Worth of Parties:
  • Acquirer: ₹19.86 crore (as of September 23, 2026)
  • PAC-1: ₹1.16 crore
  • PAC-2: ₹95.43 lakh
  • PAC-3: ₹45.42 lakh

Conditions and Approvals

  • The offer is not conditional upon any minimum level of acceptance
  • No statutory approvals are required as of the date of this DLOF, but if any become applicable later, the offer will be subject to such approvals
  • The SPA contains conditions precedent including satisfactory due diligence, corporate approvals, regulatory compliance, and absence of material adverse change
  • The Acquirer can withdraw the offer under specific conditions outlined in Regulation 23 of SEBI (SAST) Regulations

Risk Factors

  • The Acquirer was incorporated recently (March 2026) and has limited operating history
  • Equity shares of the Target Company are under Enhanced Surveillance Measure (ESM) - Stage 2 and Graded Surveillance Measure (GSM) - Stage 0 frameworks of BSE
  • Acceptance may be on a proportionate basis if oversubscribed
  • Equity shares once tendered cannot be withdrawn, even in case of delay
  • Non-resident shareholders must obtain requisite RBI approvals for participation

Taxation

Detailed tax implications are provided for different categories of shareholders (resident, non-resident, FIIs/FPIs, etc.). The summary covers treatment of capital gains, business income, tax rates, withholding requirements, and DTAA implications. Shareholders are advised to consult their tax advisors.

Procedure for Acceptance

  • The offer will be implemented through the stock exchange mechanism on BSE
  • Shareholders can tender shares through their selling brokers during the tendering period
  • Physical share holders must submit specific documents to the registrar
  • Settlement will follow secondary market processes through the clearing corporation