Nature of Event

Mandatory open offer triggered under Regulation 3(1) and Regulation 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations) pursuant to acquisition of controlling stake and change in management control.

Key Quantitative Figures

  • Offer Size: 56,43,612 equity shares (26.00% of voting share capital)
  • Offer Price: ₹12 per fully paid-up equity share of face value ₹10 each
  • Total Offer Consideration: ₹6,77,23,344 (assuming full acceptance)
  • Promoter Stake Acquisition: 1,08,58,186 shares (50.02%) from Sri Saradha Logistics Private Limited at ₹12 per share
  • Promoter Acquisition Consideration: ₹13,02,98,232
  • PAC Existing Holding: 40,00,000 shares (18.43%) acquired on July 17, 2026 at ₹12 per share
  • Escrow Amount Deposited: ₹1,70,00,000 with Yes Bank Limited (more than 25% of maximum consideration)
  • Current Paid-up Capital: ₹21,70,62,000 divided into 2,17,06,200 equity shares

Dates of Action

  • Public Announcement Date: July 24, 2026
  • Detailed Public Statement Date: July 31, 2026
  • Draft Letter of Offer Date: August 06, 2026
  • Identified Date: September 02, 2026 (for shareholder eligibility)
  • Tentative Offer Opening: September 17, 2026
  • Tentative Offer Closing: September 30, 2026
  • Settlement Completion: October 15, 2026
  • RBI Approval Application: Submitted, pending approval

Parties Involved

Acquirers:

  • Mr. Sandeep Jain (Acquirer 1) - to acquire 20,67,174 shares (9.52%)
  • Mr. Vikas Garg (Acquirer 2) - to acquire 43,95,506 shares (20.25%)
  • Mr. Rahul Nagar (Acquirer 3) - to acquire 43,95,506 shares (20.25%)

Person Acting in Concert (PAC):

  • Mrs. Neha Agarwal - holds 40,00,000 shares (18.43%)

Seller:

  • Sri Saradha Logistics Private Limited (current promoter)

Manager to Offer:

  • Fintellectual Corporate Advisors Private Limited (SEBI Registration No.: INM000012944)

Registrar to Offer:

  • Skyline Financial Services Private Limited (SEBI Registration No.: INR000003241)

Escrow Bank:

  • Yes Bank Limited (Account No.: 078566200000016)

Buying Broker:

  • Nikunj Stock Brokers Limited (SEBI Registration No.: INZ000169335)

Purpose and Rationale

The open offer is mandatory under SEBI SAST Regulations due to the acquisition of 50.02% voting rights from the existing promoter accompanied by change in management control. The acquirers intend to revive business performance and strengthen the competence of the Target Company in its existing line of business as an Authorised Dealer Category-II.

Financial and Operational Impact

  • Change of Control: Acquirers will replace existing promoters and gain management control
  • Public Shareholding: May fall below 25% minimum requirement post-offer (from 31.55% to 5.55%)
  • Acquirers' Obligation: Responsible for restoring minimum public shareholding within prescribed timelines
  • Employee Impact: Acquirers commit to maintain current workforce
  • Asset Disposal: No intention to alienate significant assets for two years except in ordinary course of business

Capital Structure Impact

  • Pre-offer Promoter Holding: 50.02% (Sri Saradha Logistics)
  • Post-offer Acquirer Holding: 94.45% (including PAC's existing 18.43% and open offer acquisition)
  • Public Shareholding Reduction: From 31.55% to 5.55%
  • Voting Rights Transfer: Complete shift from existing promoter to new acquirers

Cash Flow Implications

  • Outflow for Open Offer: ₹6,77,23,344 (maximum consideration)
  • Outflow for Promoter Acquisition: ₹13,02,98,232
  • Total Acquisition Cost: ₹19,80,21,576
  • Funding Source: Acquirers' own resources/net worth, no borrowings

Conditions and Approvals

  • Primary Condition: RBI approval for change in control and management of Target Company
  • Offer Subject to: Compliance with terms of Share Purchase Agreement dated July 24, 2026
  • Withdrawal Right: If statutory approvals are refused under Regulation 23(1) of SAST Regulations
  • Non-Conditional: Not subject to minimum acceptance level

Risk Factors

  • Regulatory Risk: Delay or non-receipt of RBI approval may delay or cancel offer
  • Market Risk: Shares remain blocked during tendering period exposing shareholders to price volatility
  • Acceptance Risk: Oversubscription may lead to proportionate acceptance
  • Listing Risk: Public shareholding may fall below minimum requirement triggering compliance obligations
  • Settlement Risk: Physical share documents may be lost in transit

Additional Information

  • Target Company Business: Authorised Dealer Category-II for money changing activities (RBI Registration: CHE-ADll-0001-2023)
  • Financial Performance: Net loss of ₹42.18 lakh for FY2026 compared to profit of ₹55.68 lakh in FY2025
  • Subsidiary: India Cements Investment Services Limited (material subsidiary)
  • Share Trading: Infrequently traded on BSE with 8.99% turnover in previous 12 months
  • Valuation: Independent valuer certified fair value at ₹6.19 per share