Key Quantitative Figures

  • Offer Size: Up to 1,52,880 equity shares (26.00% of voting share capital)
  • Offer Price: ₹355.00 per equity share
  • Total Offer Value: ₹5,42,72,400 (assuming full acceptance)
  • Existing Paid-up Capital: ₹58,80,000 comprising 5,88,000 equity shares of ₹10 each
  • SPA Transaction: 1,71,493 shares (29.17%) acquired from promoter at ₹355 per share
  • SPA Consideration: ₹6,08,80,015 with earnest money deposit of ₹4,28,73,250 already paid
  • Escrow Amount: ₹1,40,00,000 deposited with Yes Bank Limited (25.80% of maximum consideration)

Dates of Action

  • Public Announcement Date: May 20, 2026
  • Detailed Public Statement Date: May 27, 2026
  • Draft Letter of Offer Filing: June 04, 2026
  • Identified Date: August 03, 2026 (for determining eligible shareholders)
  • Offer Opening Date: August 17, 2026
  • Offer Closing Date: August 31, 2026
  • Settlement Date: September 15, 2026 (payment to accepted shareholders)

Parties Involved

Acquirers:

  • Mr. Jaison Vijay Shah (Acquirer 1) - acquiring 1,25,243 shares (21.30%) through SPA
  • Mr. Mukesh Kumar Bothra (Acquirer 2) - acquiring 17,150 shares (2.92%) through SPA
  • Yora Gems & Jewellery Private Limited (Acquirer 3) - acquiring 29,100 shares (4.95%) through SPA

Promoter Seller: Mr. Deniis Desai (selling entire 1,71,493 shares, 29.17% holding)

Manager to Offer: Mark Corporate Advisors Private Limited (SEBI Reg. No.: INM000012128)

Registrar to Offer: Bigshare Services Private Limited (SEBI Reg. No.: INR000001385)

Escrow Bank: Yes Bank Limited

Buying Broker: S W Capital Private Limited

Financial Arrangements

  • Firm financial arrangements confirmed through certification by CA Kiran K. Shah of M/s K. Kiran & Co.
  • Escrow account with Yes Bank Limited (Account No.: 000166200004772) with ₹1,40,00,000 deposit
  • No borrowings required - funded through acquirers' own resources
  • Acquirer 1 net worth: ₹4,476.64 lakhs as of March 31, 2026
  • Acquirer 2 net worth: ₹226.62 lakhs as of March 31, 2026

Capital Structure Impact

  • Pre-offer Promoter Holding: 29.17% (1,71,493 shares) held by Deniis Desai
  • Post-offer Acquirer Holding: 55.17% (3,24,373 shares) combined
  • Public Shareholding: Will reduce from 70.83% to 44.83% but remain above minimum 25% requirement
  • Lock-in Shares: 88,000 shares (80,000 by promoter + 8,000 by public shareholder from preferential issue) cannot be tendered

Procedure Details

  • Tendering through BSE Limited acquisition window
  • Physical share holders can participate with original certificates and transfer deeds
  • Settlement through clearing corporation mechanism
  • Lien marking on tendered shares until settlement completion
  • Proportionate acceptance in case of oversubscription

Risk Factors

  • Offer may be withdrawn if statutory approvals become required and are not received
  • Equity shares once tendered cannot be withdrawn
  • Non-resident shareholders must obtain RBI approvals for tendering
  • Market price fluctuations during tender period may affect shareholders
  • No assurance of full acceptance due to possible oversubscription

Tax Implications

  • Detailed tax guidance provided for resident and non-resident shareholders
  • TDS applicable for non-residents at 12.5% for LTCG unless DTAA benefits apply
  • No TDS for resident shareholders and FIIs/FPIs
  • PAN and supporting documents required for tax determination

Conditions and Approvals

  • No statutory approvals required as of date
  • Offer subject to receipt of any approvals that may become applicable later
  • Withdrawal conditions specified under Regulation 23(1) of SEBI (SAST) Regulations
  • Interest payable at 10% per annum for delay beyond 10 working days in payment

Background and Rationale

  • Promoter Deniis Desai acquired control in December 2025 but decided to exit due to geopolitical uncertainties affecting business plans
  • Acquirers aim to take control and become promoters of the listed company
  • No immediate major business changes planned except ordinary course operations
  • Future restructuring of operations and capital structure possible after consultation with board

Target Company Financials (Audited)

  • March 2026: Revenue from operations ₹9.45 lakh, other income ₹125.20 lakh, net profit ₹80.03 lakh, EPS ₹13.61
  • March 2025: Revenue from operations nil, other income ₹188.90 lakh, net profit ₹118.34 lakh, EPS ₹2.81
  • Book Value: ₹356.10 (March 2026), ₹324.29 (March 2025), ₹288.01 (March 2024)

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