Nature of the Event

Mandatory Open Offer by Aspect Global Ventures Private Limited (Acquirer) to acquire up to 25,62,872 fully paid-up equity shares (representing 26% of voting share capital) of Duke Offshore Limited (Target Company) at ₹30 per share in cash, aggregating to ₹7,68,86,160. The offer is made pursuant to Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011, triggered by the Share Purchase Agreement dated June 11, 2026, where the Acquirer agreed to acquire 69,59,800 shares (70.61% stake) from the existing promoters.

Key Quantitative Figures

  • Offer Price: ₹30 per equity share (face value ₹10)
  • Offer Size: 25,62,872 equity shares (26% of voting capital)
  • Total Consideration: ₹7,68,86,160 (maximum, assuming full acceptance)
  • Underlying Transaction Size: 69,59,800 shares for ₹20,87,94,000
  • Escrow Amount: ₹7,68,86,160 (100% of offer consideration) deposited with ICICI Bank Limited
  • Current Public Shareholding: 28,97,400 shares (29.39%)
  • Post-Offer Acquirer Holding: 95,22,672 shares (96.60%)
  • Post-Offer Public Shareholding: 3,34,528 shares (3.39%)

Dates of Action

  • Public Announcement Date: June 11, 2026
  • Detailed Public Statement Date: June 18, 2026
  • Draft Letter of Offer Date: June 25, 2026
  • Identified Date: July 21, 2026 (for shareholder determination)
  • Tendering Period: August 4, 2026 to August 17, 2026
  • Last Date for Payment/Return: September 1, 2026
  • Post-Offer Announcement: September 8, 2026

Parties Involved

Acquirer: Aspect Global Ventures Private Limited (CIN: U64990MH2017PTC301477)

Target Company: Duke Offshore Limited (CIN: L45209MH1985PLC038300)

Sellers: George Albert Donald Duke (51.25%), Avik George Duke (5.71%), Komal Duke (13.64%)

Manager to Offer: Saffron Capital Advisors Private Limited

Registrar to Offer: Cameo Corporate Services Limited

Escrow Bank: ICICI Bank Limited

Buying Broker: Choice Equity Broking Private Limited

Stock Exchange: BSE Limited (Scrip Code: 531471)

Purpose and Rationale

The primary objective is substantial acquisition of shares and voting rights along with acquisition of control and management of Duke Offshore Limited. The Acquirer intends to position the Target Company for enhanced operational efficiency and long-term value creation. Post-acquisition, the Acquirer may explore diversification or expansion opportunities subject to applicable laws.

Financial and Operational Impact

  • Change of Control: Complete exit of existing promoters; Acquirer gains 96.60% control
  • Minimum Public Shareholding: Post-offer public holding at 3.39% below required 25%. Acquirer undertakes to facilitate compliance within 12 months through permitted routes
  • Employee Structure: No immediate material changes planned to existing employee structure
  • Asset Disposal: No plans to alienate significant assets for 2 years except in ordinary course

Capital Structure Impact

  • Pre-Offer Capital: ₹9,85,72,000 (98,57,200 shares of ₹10 each)
  • Post-Offer Capital: Unchanged (no new issuance)
  • Dilution: No dilution as offer is for existing shares
  • Promoter Holding Change: From 70.61% to 0%; Acquirer from 0% to 96.60%

Risk Factors

  • Proportional Acceptance: If oversubscribed, acceptance on proportionate basis
  • Non-Receipt of Approvals: Offer may be withdrawn if statutory approvals not received
  • Market Price Risk: Shares tendered cannot be withdrawn during tendering period
  • Public Shareholding Compliance: Risk of non-compliance with minimum public shareholding requirements

Additional Information

  • Not a Conditional Offer: No minimum acceptance requirement
  • No Competing Offer: None as on date of draft letter
  • Marketable Lot: 1 share
  • Frequently Traded: Equity shares are frequently traded on BSE
  • Listing: Shares listed only on BSE; not delisted from any exchange
  • Graded Surveillance: Under GSM Stage 0 and ESM Stage 2

Financial Capacity of Acquirer

  • Net Worth (March 31, 2026): ₹661.46 crore
  • Liquid Assets (March 31, 2026): ₹160.63 crore
  • Paid-up Capital: ₹562.69 crore
  • Firm Financial Arrangements: Verified by Manager to Offer

Target Company Financials (Audited)

  • FY2026 Revenue: ₹155.48 lakh (primarily other income)
  • FY2026 Net Loss: ₹64.82 lakh
  • FY2025 Net Loss: ₹219.77 lakh
  • FY2024 Net Profit: ₹123.90 lakh
  • Book Value per Share (FY2026): ₹4.25
  • EPS (FY2026): ₹(0.66)