Key Quantitative Figures

  • Offer Size: 1,55,20,529 equity shares (26.00% of paid-up capital)
  • Offer Price: ₹29 per equity share of face value ₹10
  • Total Offer Consideration: ₹45,00,95,341 (assuming full acceptance)
  • Escrow Amount Deposited: ₹11.30 crore (exceeding 25% requirement) with ICICI Bank on 17th June 2026
  • SPA-1 Consideration: ₹32.64 crore for 1,28,00,000 shares (21.44%) at ₹25.50/share from Bylan-Niraj Infra
  • SPA-2 Consideration: ₹27.49 crore for 1,16,97,708 shares (19.60%) at ₹23.50/share from Chem Logistics

Dates of Action

  • Public Announcement Date: 16th June 2026
  • Detailed Public Statement Date: 23rd June 2026
  • Identified Date: 17th July 2026
  • Offer Opening: 31st July 2026
  • Offer Closing: 13th August 2026
  • Payment Date: By 4th September 2026 (within 10 working days of closure)

Parties Involved

  • Acquirer: Mr. Gulshankumar Vijaykumar Chopra (existing promoter holding 8.75%)
  • Manager to Offer: Navigant Corporate Advisors Limited
  • Registrar to Offer: MUFG Intime India Private Limited
  • Sellers: Bylan-Niraj Infra Projects Private Limited (21.44%) and Chem Logistics & Infra Private Limited (19.60%)
  • Buying Broker: Allwin Securities Limited

Financial Impact

  • Current Acquirer Holding: 52,20,946 shares (8.75%)
  • Post-SPA Holding: 2,97,18,654 shares (49.78%)
  • Post-Offer Holding (if full acceptance): 4,52,39,183 shares (75.78%)
  • Net Worth of Acquirer: ₹23,819.60 lakhs as certified by LKC & Co. Chartered Accountants

Capital Structure Impact

  • Current Paid-up Capital: ₹59.69 crore (5,96,94,340 equity shares of ₹10 each)
  • No partly paid-up shares, warrants, or outstanding convertible instruments
  • Lock-in Shares: 51,20,000 promoter shares locked until December 2026 and February 2027
  • Public Shareholding Post-Offer: Could fall below 25% minimum requirement, requiring compliance with SEBI LODR Regulations

Procedure Details

  • Tendering Mechanism: Through BSE Acquisition Window
  • Minimum Lot Size: 1 equity share
  • Settlement: Through stock exchange mechanism similar to secondary market
  • Physical Share Procedure: Requires submission of original certificates, transfer deeds, and Form of Acceptance
  • Non-Resident Requirements: Must submit RBI approvals for participation

Risk Factors

  • Over-subscription Risk: Prorata acceptance in case of oversubscription
  • Completion Risk: Subject to statutory approvals and possible delays
  • Market Price Risk: Shares held in trust during offer period cannot be traded
  • Withdrawal Conditions: Statutory approval refusal, acquirer death, or SEBI permission
  • Interest Payment: 10% per annum interest for delays not attributable to acquirer

Target Company Financials (Standalone Audited)

  • Revenue FY2026: ₹54,043.92 lakhs
  • Net Profit FY2026: ₹2,160.21 lakhs
  • EPS FY2026: ₹3.62
  • Net Worth FY2026: ₹26,692.57 lakhs
  • Book Value per Share: ₹44.72

Corporate Actions Timeline

  • Last Date for Competing Offer: 15th July 2026
  • Committee of Independent Directors Recommendation: Due by 29th July 2026
  • Final Manager Report: Due by 11th September 2026

Documents for Inspection

Certificate of Incorporation, MOA/AOA, Share Purchase Agreements, Escrow Agreement, Financial Statements, SEBI observation letter, and other material documents available at Manager's office until offer closure.