Nature of the Disclosure

This is a Detailed Public Statement (DPS) issued by Mark Corporate Advisors Private Limited, as Manager to the Open Offer, on behalf of the Acquirers. It pertains to an open offer to the public shareholders of GSL Securities Limited, made in compliance with Regulations 3(1) and 4 read with Regulations 13(4), 14(3), and 15(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations, 2011).

Key Quantitative Figures

  • Open Offer Size: Up to 11,11,526 fully paid-up equity shares.
  • Offer Percentage: 26.00% of the Voting Share Capital.
  • Face Value: `10 per share.
  • Offer Price: `42.00 per equity share.
  • Total Offer Value: `466.84 Lakhs (assuming full acceptance).
  • Underlying SPA Transaction: Acquisition of 19,07,600 shares (44.62% of voting capital) from promoters at 42.00 per share, totaling 801.19 Lakhs.
  • Escrow Amount Deposited: `125.00 Lakhs (26.78% of maximum consideration) in a cash escrow account with Axis Bank Ltd.

Dates of Action

  • Public Announcement (PA) Date: September 16, 2026 (filed with SEBI, BSE, Target Company).
  • Share Purchase Agreement (SPA) Date: September 16, 2026.
  • Detailed Public Statement (DPS) Date: Published on September 23, 2026.
  • Tentative Offer Opening Date: November 11, 2026.
  • Tentative Offer Closing Date: November 25, 2026.
  • Last Date for Payment: December 09, 2026.

Parties Involved

Acquirers (Making the Offer):

1. Mr. Shrikant Mitesh Bhangdiya (Acquirer 1): Holds 7.99% pre-offer. Net worth: `196,801.94 Lakhs (as of Aug 31, 2026).

2. Ms. Aarti Shrikant Bhangdiya (Acquirer 2): Holds 7.99% pre-offer. Net worth: `90,939.88 Lakhs.

3. Ms. Sonal Kirtikumar Bhangdiya (Acquirer 3): Holds 7.99% pre-offer. Net worth: `332.44 Lakhs.

The Acquirers are part of the MKS group. They have no present intention to delist GSL.

Sellers (in the Underlying SPA): The Promoter/Promoter Group of GSL.

1. Mr. Sant Kumar Bagrodia (8.29% holding)

2. Ms. Shailja Bagrodia (9.44% holding)

3. Mr. Kumaar Bagrodia (5.88% holding)

4. Shree Kumar Mangalam Traders Private Limited (5.73% holding)

5. Mangalam Exim Private Limited (7.78% holding)

6. Nalini Stock Brokers Private Limited (7.50% holding)

Target Company: GSL Securities Limited (CIN: L65990MH1994PLC077417).

Manager to the Offer: Mark Corporate Advisors Private Limited.

Registrar to the Offer: Purva Sharegistry (India) Private Limited.

Escrow Banker: Axis Bank Limited, Andheri (East), Mumbai.

Purpose & Rationale

The Open Offer is triggered by the Acquirers' entry into a Share Purchase Agreement (SPA) to acquire a 44.62% controlling stake from the existing Promoter/Promoter Group. The stated object is "substantial acquisition of Shares/Voting Rights, control over the Management of the Target Company and expand the operations in the NBFC Sector."

Financial & Operational Impact

  • Capital Structure Impact: Post successful completion of the SPA and the open offer (assuming full acceptance), the combined shareholding of the Acquirers will increase from 23.97% to 94.59%.
  • Control Change: The existing Bagrodia promoter group will cease to be promoters post-transaction. The Acquirers will be classified as the new Promoter/Promoter Group.
  • Cash Flow Implications: A definite cash outflow of 801.19 Lakhs for the SPA purchase and a potential cash outflow of up to 466.84 Lakhs for the open offer shares.
  • Minimum Public Shareholding: The Acquirers acknowledge that their post-offer holding (94.59%) will breach the minimum public shareholding norm of 25%. They undertake to take necessary steps to facilitate compliance within 12 months, as required by Regulation 7(4) of SEBI SAST Regulations and SEBI LODR.

Stated Approvals and Conditions

  • Conditionality: The offer is not conditional upon any minimum level of acceptance.
  • Key Approval Required: A prior approval from the Reserve Bank of India (RBI) is required under Direction 42 of the Master Direction - RBI (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 for the acquisition of shares and change in management of this NBFC.
  • Withdrawal Clause: The Acquirers reserve the right to withdraw the offer if the requisite RBI approval is finally refused, as per Regulation 23(1) of SEBI SAST Regulations.

Other Material Information

  • Trading Status: GSL's shares are listed on BSE (Scrip Code: 530469, ISIN: INE721D01017) and are classified as "infrequently traded" (4.80% turnover in preceding 12 months).
  • Financials of GSL (Audited): The company reported a loss of (31.38) Lakhs in FY26 (Total Revenue: 5.59 Lakhs), following a loss of (16.46) Lakhs in FY25 and a profit of 46.58 Lakhs in FY24. Net worth stood at `975.66 Lakhs as of March 31, 2026.
  • Offer Price Justification: The price of 42/share is justified based on the negotiated SPA price (42), the 52-week VWAP paid by acquirers (41.50), and a fair value of 37.62 per share certified by an independent valuer.
  • No PACs: The Acquirers have declared there are no Persons Acting in Concert (PACs) for this offer.

#Tags: #GSLSecurities #OpenOffer #SEBISAST #Takeover #NBFC #RBIApproval #FinancialUpdate #Neutral