Key Quantitative Figures

  • Offer Size: 25,62,872 equity shares (26% of voting capital)
  • Offer Price: ₹30 per equity share
  • Total Consideration: ₹7,68,86,160 (maximum)
  • Face Value: ₹10 per share
  • Current Public Shareholding: 28,97,400 shares (29.39%)
  • Post-offer Public Shareholding: 3,34,528 shares (3.39%)
  • Target Company Paid-up Capital: ₹9,85,72,000 (98,57,200 shares)

Dates of Action

  • Public Announcement Date: June 11, 2026
  • Detailed Public Statement Date: June 18, 2026
  • Identified Date: July 23, 2026
  • Tendering Period: August 6 to August 19, 2026
  • Underlying Transaction Completion: July 21, 2026
  • Board Reconstitution Date: July 27, 2026
  • Payment Completion Deadline: September 3, 2026

Parties Involved

Acquirer: Aspect Global Ventures Private Limited (CIN: U52231MH2017PTC301477)

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

Transaction Details

The open offer is triggered by Aspect Global Ventures' acquisition of 69,59,800 shares (70.61% of voting capital) from the promoters through a Share Purchase Agreement dated June 11, 2026, at ₹30 per share totaling ₹20,87,94,000. This acquisition was completed on July 21, 2026.

Financial Arrangements

  • Entire offer consideration of ₹7,68,86,160 deposited in escrow with ICICI Bank Limited (Account No: 000405166617)
  • Escrow agreement dated June 11, 2026
  • Acquirer's net worth as of March 31, 2026: ₹661.46 crore
  • Acquirer's liquid assets as of March 31, 2026: ₹160.63 crore

Capital Structure Impact

  • Pre-offer Acquirer holding: 70.61% (69,59,800 shares)
  • Post-offer Acquirer holding: 96.60% (95,22,672 shares) if full acceptance
  • Public shareholding would reduce from 29.39% to 3.39%, below minimum public shareholding requirement of 25%
  • Acquirer undertakes to facilitate compliance with minimum public shareholding requirements within 12 months

Board and Management Changes

On July 27, 2026, the Target Company's board was reconstituted:

Resignations: Avik George Duke (Managing Director), Vipul Patel (Executive Director), Pranay Mehta, Revati Ganesh Pambala, Ameet Avinash Kimbahune (Independent Directors)

Appointments: Ashutosh Janak Kumar Thakar (Whole Time Director), Sukumar Anand Shetty, Aksha Mohit Kamboj (Non-Executive), Rajesh Chunilal Bhojani, Vaibhav Anjinikumar Agarwal, Arjun Bikas Datta (Independent Directors)

Conditions and Provisions

  • Offer is not conditional upon minimum acceptance
  • No competing offers exist
  • Acceptance will be on proportionate basis if oversubscribed
  • Acquirer may withdraw offer only under specific conditions per Regulation 23 of SEBI (SAST) Regulations
  • No statutory approvals required as of offer date
  • Equity shares once tendered cannot be withdrawn

Risk Factors

  • Public shareholding may fall below regulatory minimum requiring remediation
  • Possible proration if oversubscribed
  • Market price fluctuations during tender period
  • Delayed payment interest liability at 10% p.a. if delay not attributable to acquirer
  • Foreign shareholders must obtain necessary RBI approvals

Taxation

  • Capital gains tax implications for shareholders
  • STT payable at 0.1% on transaction value
  • Different tax treatment for resident and non-resident shareholders
  • No tax deduction at source for resident shareholders
  • Complex tax provisions for non-resident shareholders requiring independent advice

Historical Compliance Issues

  • Target Company had delayed/non-compliances with SEBI (SAST) regulations between 2018-2023
  • SEBI imposed penalties of ₹5 lakh on Komal Duke and ₹4 lakh on Avik George Duke in 2019 for disclosure violations
  • BSE levied fines for delayed submissions of shareholding patterns and financial results
  • Target Company contingent liability of ₹3.61 lakh for Dividend Distribution Tax dispute

Additional Information

  • Marketable lot: 1 share
  • Shares are frequently traded on BSE
  • Volume Weighted Average Price (60 days prior to PA): ₹21.30
  • The offer document includes extensive risk factors, tax considerations, and complete procedures for tendering shares in both demat and physical form