Transaction Details

  • Triggering Event: Share Purchase Agreement dated August 27, 2026 between Darsh Advisory Private Limited (Acquirer) and outgoing promoters
  • Acquired Shares: 89,99,500 equity shares (72.01% of total paid-up capital)
  • Purchase Price: ₹10 per equity share
  • Total Consideration: ₹9.00 crore paid in cash
  • Regulatory Trigger: Regulations 3(1) & 4 of SEBI (SAST) Regulations

Open Offer Specifications

  • Offer Size: 32,49,454 equity shares (26.00% of total paid-up equity)
  • Offer Price: ₹10 per equity share
  • Total Maximum Consideration: ₹3,24,94,540 (if fully accepted)
  • Payment Mode: Cash payment only
  • Offer Type: Mandatory triggered offer (not voluntary)
  • Minimum Acceptance: No minimum acceptance condition (Regulation 19(1))
  • Competitive Bid: Not a competitive bid (Regulation 20)

Shareholding Changes

Pre-Transaction Promoter Holding:

  • Mr. Nitin Dalpatlal Shah: 45,77,900 shares (36.63%)
  • Mr. Nihar Nitinbhai Shah: 29,56,600 shares (23.66%)
  • Mrs. Manisha Nitinkumar Shah: 9,72,500 shares (7.78%)
  • Shah Nitin Dalpatlal (HUF): 4,92,500 shares (3.94%)
  • Total Promoter Holding: 89,99,500 shares (72.01%)

Post-Transaction Changes:

  • Acquirer (Darsh Advisory) will hold: 89,99,500 shares (72.01%)
  • All outgoing promoters will hold: 0 shares (0%)
  • Public shareholding: 35,00,000 shares (28.00%) pre-offer

Acquirer Details

  • Name: Darsh Advisory Private Limited
  • Control Person: Mrs. Rachna Suman Shaw (Director, DIN: 10414115)
  • Pre-transaction Holding: 0 shares (0.00%)
  • Post-transaction Holding: 89,99,500 shares (72.01%)
  • No Persons Acting in Concert identified

Manager to Offer

  • Name: VC Corporate Advisors Private Limited
  • SEBI Registration: INM000011096 (Permanent validity)
  • Contact Persons: Ms. Urvi Belani/ Mr. Premjeet Singh
  • Address: 31, Ganesh Chandra Avenue, 2nd Floor, Suite No. 2C, Kolkata-700 013

Timeline and Compliance

  • Public Statement: To be published in newspapers on or before September 03, 2026 (Regulation 14(3))
  • Financial Resources: Acquirer undertakes to have adequate financial resources to meet offer obligations
  • Control Transfer: Acquirer will become new and sole promoter post-transaction
  • Promoter Reclassification: Outgoing promoters will be reclassified from Promoter Group per Regulation 31A of SEBI (LODR) Regulations

Definitions

  • Identified Date: 10th working day prior to tendering period commencement
  • Public Shareholders: All shareholders except existing promoters and acquirer
  • Working Day: As defined under Regulation 2(1)(zf) of SEBI (SAST) Regulations

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