Nature of Event

Mandatory Open Offer under Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011 triggered by substantial acquisition of shares and voting rights accompanied with change in control.

Key Quantitative Figures

  • Offer Size: 6,54,966 fully paid-up Equity Shares
  • Face Value: ₹10 per share
  • Offer Price: ₹54 per Equity Share
  • Total Consideration: ₹3,53,68,164 (maximum, assuming full acceptance)
  • Percentage of Voting Capital: 26% of total voting share capital
  • Escrow Amount Deposited: ₹89,00,000 (25% of offer consideration) with ICICI Bank Limited

Dates of Action

  • Public Announcement Date: June 18, 2026
  • Detailed Public Statement Date: June 25, 2026
  • Draft Letter of Offer Filed: July 3, 2026
  • SEBI Observations Received: July 22, 2026
  • Identified Date: July 24, 2026 (for determining eligible shareholders)
  • Letter of Offer Dispatch: By July 31, 2026
  • Tendering Period Opens: August 7, 2026
  • Tendering Period Closes: August 20, 2026
  • Payment Completion: By September 4, 2026
  • Post-Offer Announcement: By September 11, 2026

Parties Involved

Acquirers:

  • Annjana Dugar (Acquirer 1) - Holding 40,000 shares (1.59%) pre-offer
  • Likhitta Dugar (Acquirer 2) - Holding 11,000 shares (0.44%) pre-offer
  • Antariksh Dugar (Acquirer 3) - Holding 11,000 shares (0.44%) pre-offer

Person Acting in Concert:

  • Padam Dugar (PAC) - Holding 3,16,000 shares (12.54%) pre-offer

Seller:

  • Vijaya Mani (Existing Promoter) - Selling 8,70,500 shares (34.56%)

Manager to Offer:

  • Saffron Capital Advisors Private Limited

Registrar to Offer:

  • Bigshare Services Private Limited

Escrow Bank:

  • ICICI Bank Limited

Buying Broker:

  • Choice Equity Broking Private Limited

Underlying Transaction Details

  • Share Purchase Agreement Date: June 18, 2026
  • Shares Acquired under SPA: 8,70,500 Equity Shares (34.56% of voting capital)
  • SPA Purchase Price: ₹50 per share
  • Total SPA Consideration: ₹4,35,25,000
  • Acquisition Breakdown:
  • Acquirer 1: 5,14,500 shares
  • Acquirer 2: 1,78,000 shares
  • Acquirer 3: 1,78,000 shares
  • PAC: No acquisition under SPA

Purpose and Rationale

The primary objective is substantial acquisition of Equity Shares and voting rights of Colinz Laboratories Limited along with acquisition of control and management. The acquirers intend to position the company for enhanced operational efficiency and long-term value creation. Post-acquisition, they propose to review business operations and may explore opportunities for diversification or expansion subject to applicable laws.

Financial and Capital Structure Impact

Pre-Offer Shareholding Pattern:

  • Promoter & Promoter Group: 12,74,659 shares (50.99%)
  • Acquirers and PAC: 3,78,000 shares (15.01%)
  • Public: 8,66,441 shares (34.39%)

Post-Offer Shareholding (assuming full acceptance):

  • Acquirers and PAC: 19,03,466 shares (75.57%)
  • Other Promoters: 4,04,159 shares (16.04%)
  • Public: 2,11,475 shares (8.39%)

Target Company Financials (Audited):

  • FY 2026: PAT ₹51.45 lakh, Net Worth ₹1,004.31 lakh, Borrowings ₹38.99 lakh
  • FY 2025: PAT ₹49.66 lakh
  • FY 2024: PAT ₹48.67 lakh
  • EPS: ₹2.04 (FY2026), ₹1.97 (FY2025), ₹1.93 (FY2024)

Corporate Structure Changes

Upon completion of the transaction:

  • Acquirers and PAC will be classified as Promoters
  • Vijaya Mani (Seller) will cease to be classified as Promoter
  • The company will need to maintain minimum 25% public shareholding as per SEBI LODR Regulations
  • Acquirers undertake to facilitate compliance with minimum public shareholding requirements within 12 months if public shareholding falls below 25%

Procedure for Acceptance

  • Tendering Mechanism: Through BSE Acquisition Window
  • Marketable Lot: 1 share
  • Settlement: Through stock exchange mechanism similar to secondary market trades
  • Physical Share Tendering: Allowed as per SEBI circular dated July 31, 2020
  • Proportionate Acceptance: If oversubscribed, acceptance on proportionate basis

Risk Factors

  • Offer may be withdrawn if statutory approvals not received (Regulation 23 of SAST Regulations)
  • No assurance of acceptance of all tendered shares if oversubscribed
  • Equity shares tendered cannot be withdrawn during tendering period
  • Market price fluctuations may affect shareholders during tender process
  • Delayed payment possible if statutory approvals delayed

Taxation Aspects

  • STT payable at 0.1% on transaction value
  • Capital gains tax applicable based on holding period
  • For non-residents, tax deduction may apply under Section 195 of Income Tax Act
  • Detailed tax implications provided in Section XI of Letter of Offer

Documents Available for Inspection

  • Certificate of Incorporation and MOA/AOA of Target Company
  • Net worth certificates of acquirers
  • Escrow agreement and confirmation
  • Share Purchase Agreement
  • Public Announcement and Detailed Public Statement
  • SEBI observation letter
  • Annual reports and financial statements