Ballygunge Trust's 26% Open Offer for Shankara Building

Key Quantitative Figures

Offer Size: 63,04,825 equity shares (26.00% of paid-up equity share capital)
Offer Price: ₹150 per equity share
Total Maximum Consideration: ₹94,57,23,750 (Ninety Four Crores Fifty Seven Lakh Twenty Three Thousand Seven Hundred Fifty Only)
Target Company Paid-up Capital: ₹24,24,93,260 (24.25 crore) consisting of 2,42,49,326 equity shares of ₹10 each
Current Promoter Group Holding: 49.52% (1,20,08,649 shares)
Post-Offer Holding (if full acceptance): 75.52% (1,83,13,474 shares)

Parties Involved

Acquirer: The Ballygunge Family Trust (PAN: AAFTT1213K)

Person Acting in Concert (PACs):

Mr. Sukumar Srinivas (PAC 1) - Managing Trustee
Ms. Parwathi Srikanth Mirlay (PAC 2) - Co-Trustee
Mr. Dhananjay Mirlay Srinivas (PAC 3)
Shankara Holdings Private Limited (PAC 4) (CIN: U65993KA2000PTC027182)

Manager to Offer: Corporate Professionals Capital Private Limited (CIN: U74899DL2000PTC104508, SEBI Regn. No: INM000011435)

Registrar to Offer: Beetal Financial & Computer Services Private Limited (CIN: U67120DL1993PTC052486)

Buying Broker: Nikuri Stock Brokers Limited (SEBI Registration Number: INZ000169335)

Escrow Bank: Kotak Mahindra Bank Limited

Purpose and Rationale

The open offer is triggered by:

1. Acquisition of shares by The Ballygunge Family Trust on February 18, 2026, which resulted in non-compliance with SEBI SAST Regulations

2. The proposed acquisition would increase the combined shareholding of Acquirer and PACs from 49.52% to 75.52%, representing an increase of more than 5% of the paid-up equity share capital

The primary objective is to rectify past non-compliances with SEBI (SAST) Regulations and strengthen the promoter group's stake in the company.

Financial Arrangements

Escrow account opened with Kotak Mahindra Bank Limited: 'Escrow Account - CPCPL SBPL - Open Offer'
Escrow amount: 25% of maximum consideration (₹23,64,30,937.50)
Additional fund requirements to be financed through internal resources of Acquirer and PACs
CA N. Amarnath (Membership No. 510064) of Vasanth & Co. certified the financial arrangements

Financial Information of Acquirer and PACs (as of March 31, 2026)

The Ballygunge Family Trust: Net worth ₹1,96,57,25,034
Mr. Sukumar Srinivas: Net worth ₹11,39,37,61,381; holds 93,88,787 shares (38.72%) in Target Company
Ms. Parwathi Srikanth Mirlay: Net worth ₹42,55,40,248; holds 1,00,000 shares (0.41%) in Target Company
Mr. Dhananjay Mirlay Srinivas: Net worth ₹15,26,26,889; holds 81,050 shares (0.33%) in Target Company
Shankara Holdings Private Limited: Net worth ₹1,24,81,000; holds 1,72,700 shares (0.71%) in Target Company

Target Company Financial Performance

| EPS (₹) | 1.58 | (0.33) | 34.67 |

Offer Price Justification

The offer price of ₹150 per share is justified as being the highest of:

Volume-weighted average price paid by Acquirer during 52 weeks preceding PA: ₹116.80
Highest price paid by Acquirer during 26 weeks preceding PA: ₹127.50
Volume-weighted average market price for 60 trading days preceding PA: ₹124.62

Conditions and Approvals

Offer is not conditional on minimum acceptance level
No statutory approvals required as of DPS date
If any approvals become applicable later, offer will be subject to such approvals
NRIs/OCBs must obtain requisite approvals to tender shares

Procedural Details

Shares can be tendered through stock exchange mechanism via Acquisition Window
BSE will be the designated stock exchange
Physical share holders are eligible to tender shares as per SEBI circular
Detailed procedure will be available in the Letter of Offer

Impact Assessment

Capital Structure Impact: Increase in promoter group holding from 49.52% to 75.52% if full acceptance
Cash Flow Implications: Maximum cash outflow of ₹94.57 crore for acquisition
Governance: Acquirer and PACs undertake to maintain minimum public shareholding as required under SEBI LODR Regulations and SCRR