Key Transaction Details

  • Acquirers: Mr. Pankaj Grover (Acquirer 1) and Mr. Abhisek Gupta (Acquirer 2)
  • Offer Type: Mandatory open offer triggered under SEBI SAST Regulations
  • Offer Size: Up to 7,94,170 equity shares
  • Percentage of Voting Capital: 26.00%
  • Offer Price: ₹30 per fully paid-up equity share
  • Total Maximum Consideration: ₹2,38,25,100 (assuming full acceptance)
  • Tendering Period: December 14, 2026 to December 28, 2026

Triggering Event

Acquirers entered into a Share Purchase Agreement dated October 19, 2026 with promoter seller Mr. Yogesh Agrawal for acquisition of 14,07,000 equity shares (46.06% of voting share capital) at negotiated price of ₹30 per share, aggregating to ₹4,22,10,000.

Acquirer Information

Mr. Pankaj Grover (Acquirer 1)

  • PAN: AHIPG0883G
  • Address: 207-B, 2nd Floor, I-Block, Near Water Tank, South City-II, Gurgaon, Haryana-122018
  • Qualifications: ITI from Delhi (1996)
  • Experience: 25+ years in metal components manufacturing industry
  • Net Worth: ₹351.06 lakhs as of October 15, 2026 (certified by M/s. MSRK & Associates, Chartered Accountants)
  • No existing shareholding in Target Company

Mr. Abhisek Gupta (Acquirer 2)

  • PAN: BGXPG3508B
  • Address: Flat No.-11164, Ats Advantage, Ahinsa Khand-1, Indirapuram, Sahibabad, Ghaziabad, Uttar Pradesh-201010
  • Qualifications: Graduate from Chaudhary Charan Singh University, Meerut
  • Experience: 21 years in loan consultancy services
  • Directorships: Fruitery Agrofresh Private Limited (Director), Fruitery Agro LLP (Designated Partner)
  • Net Worth: ₹295.43 lakhs as of September 30, 2026 (certified by M/s. AGSJ & Co., Chartered Accountants)
  • No existing shareholding in Target Company

Target Company Information

  • Corporate Office: G-74, Pushkar Enclave, Paschim Vihar, Delhi-110063
  • Business: Consultancy and trading in Horticultural and Agricultural products
  • Authorized Share Capital: ₹9,00,00,000 divided into 90,00,000 equity shares of ₹10 each
  • Paid-up Share Capital: ₹3,05,45,000 comprising 30,54,500 fully paid-up equity shares of ₹10 each
  • Listing: BSE Limited (Symbol: GVBL, Scrip Code: 539206, ISIN: INE574D01010)
  • Public Shareholding: Required to maintain minimum 25% as per SCRR Rule 19A

Financial Information of Target Company (Audited)

| Particulars | March 31, 2026 | March 31, 2025 | March 31, 2024 |

| Total Revenue (₹ lakhs) | 26.75 | 84.84 | 16.65 |

| Net Income/PAT (₹ lakhs) | 3.03 | 35.60 | 1.51 |

| EPS (₹) | 0.10 | 1.17 | 0.05 |

| Net Worth/Shareholders Funds (₹ lakhs) | 392.84 | 389.81 | 354.20 |

Offer Structure

  • Offer Price Justification: Higher of negotiated price (₹30) and 60-day VWAP (₹29.62)
  • Payment Mode: Cash only
  • Non-conditionality: Not subject to minimum acceptance level
  • Eligible Shareholders: All public shareholders except promoters, acquirers, parties to SPA, and persons acting in concert

Financial Arrangements

  • Escrow Account: "GVB OPEN OFFER ESCROW ACCOUNT" with Yes Bank Limited (Account No: 078566200000096)
  • Escrow Amount: ₹60,00,000 deposited (exceeding 25% of maximum consideration requirement)
  • Financial Certification: Provided by M/s. PMSR & Co., Chartered Accountants confirming sufficient resources
  • Funding Source: Acquirers' own sources/net worth without borrowings

Post-Offer Shareholding Pattern

| Acquirer | Shares via SPA | % | Shares via Offer | % | Total Post-Offer | % |

| Pankaj Grover | 9,07,000 | 29.69% | Proportionate | - | 9,07,000 + Offer | 29.69%+ |

| Abhisek Gupta | 5,00,000 | 16.37% | Proportionate | - | 5,00,000 + Offer | 16.37%+ |

| Total | 14,07,000 | 46.06% | 7,94,170 | 26.00% | 22,01,170 | 72.06% |

Management and Control Changes

  • Acquirers will replace current promoters (Mr. Yogesh Agrawal, Mrs. Parul Agrawal, Mrs. Ojaswini Avantika) as promoters of the company
  • Acquirers intend to change company name within six months from management change
  • Commitment to maintain current workforce with future changes implemented considering business needs and stakeholder interests

Tentative Schedule

| Activity | Date |

| Public Announcement Date | October 19, 2026 |

| Detailed Public Statement Date | October 27, 2026 |

| Draft Letter of Offer Filing with SEBI | November 3, 2026 |

| Identified Date | November 30, 2026 |

| Letter of Offer Dispatch | December 7, 2026 |

| Tendering Period Start | December 14, 2026 |

| Tendering Period End | December 28, 2026 |

| Payment Completion | January 11, 2027 |

Publication Details

Detailed Public Statement published in:

1. Financial Express (English) - All Editions

2. Jansatta (Hindi) - All Editions

3. Mumbai Lakshadeep (Marathi) - Mumbai Edition