Nature of the Event

This document is a Letter of Offer for a mandatory open offer made by Mr. Ashwani Gulati, Ms. Kiran Gulati, and M/s Veerasha Trust (the Acquirers) to the public shareholders of Jai Mata Glass Limited (JMGL or the Target Company). The offer is triggered under Regulation 3(1) and Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations).

The trigger event is a Share Purchase Agreement (SPA) dated July 13, 2026, wherein the Acquirers agreed to acquire 4,45,65,460 equity shares, representing 44.57% of the paid-up equity share capital of JMGL, from the existing promoters (Sellers) at a price of ₹1.85 per share, aggregating to ₹8,24,46,101.

Key Quantitative Figures

  • Offer Price: ₹1.85 per fully paid-up equity share
  • Offer Size: Up to 2,60,00,000 equity shares
  • Offer Percentage: 26.00% of the paid-up equity capital
  • Maximum Offer Consideration: ₹4,81,00,000 (assuming full acceptance)
  • Existing Paid-up Capital: ₹10,00,00,000 (10,00,00,000 equity shares of ₹1.00 each)
  • Post-Offer Acquirer Holding: 7,05,65,460 shares (70.57%)
  • Escrow Amount Deposited: ₹1,25,00,000 (cash) with Kotak Mahindra Bank
  • Net Worth of Acquirers (as of June 30, 2026):
  • Mr. Ashwani Gulati: ₹4,21,21,132
  • Ms. Kiran Gulati: ₹7,77,01,958
  • M/s Veerasha Trust: ₹20,93,489

Dates of Action

  • Public Announcement (PA) Date: July 13, 2026 (Monday)
  • Detailed Public Statement (DPS) Date: July 20, 2026 (Monday)
  • Identified Date: August 7, 2026 (Friday) - for determining shareholders
  • Letter of Offer Dispatch Date: August 14, 2026 (Friday)
  • Offer Opening Date: August 21, 2026 (Friday)
  • Offer Closing Date: September 4, 2026 (Friday)
  • Settlement Completion Date: September 21, 2026 (Monday)

Parties Involved

  • Acquirers: Mr. Ashwani Gulati, Ms. Kiran Gulati, M/s Veerasha Trust
  • Target Company: Jai Mata Glass Limited (JMGL)
  • Manager to the Offer: Corporate Professionals Capital Private Limited
  • Registrar to the Offer: Beetal Financial & Computer Services Private Limited
  • Buying Broker: Nikunj Stock Brokers Limited
  • Escrow Bank/Agent: Kotak Mahindra Bank Limited
  • Stock Exchange: BSE Limited (Designated Stock Exchange)

Purpose or Rationale

The objective behind the acquisition is to obtain a majority stake and control over the management of JMGL. The Acquirers believe the listed status of JMGL provides a suitable platform for undertaking and expanding business activities. They intend to revive and strengthen the company's limited business operations (trading in glass and sales agency) and explore opportunities for future growth, subject to applicable laws.

The Acquirers have not formulated any proposal that may have an adverse material impact on employees or the location of the business.

Financial and Operational Impact

  • Capital Structure Impact: The Acquirers' holding will increase from nil to 70.57%, reducing public shareholding to 29.43%, which remains above the mandatory 25% minimum.
  • Cash Flow Implications: A definite cash outflow of up to ₹4.81 crore for the offer consideration, plus the ₹8.24 crore outflow for the SPA acquisition.
  • Control Impact: The Acquirers will appoint their representatives on the Board of JMGL and will be classified as the new Promoter and Promoter Group.

Key Conditions and Risks

  • The offer is not subject to any minimum level of acceptance.
  • The offer may be withdrawn if statutory approvals required for the underlying acquisition are finally refused (Regulation 23(1) of SAST Regulations).
  • In case of over-tendering, acceptance will be on a proportionate basis.
  • Payment of consideration may be delayed if regulatory approvals are delayed, potentially requiring interest payment at rates specified by SEBI.
  • The Escrow amount of ₹1.25 crore may be forfeited in case of willful default by Acquirers in obtaining approvals.

Procedure for Acceptance

Shareholders can tender shares through the stock exchange mechanism (BSE) during the tendering period. Demat shareholders must tender through their selling brokers using the Acquisition Window. Physical shareholders must submit the Form of Acceptance, original share certificates, and duly signed transfer deeds to the Registrar.

Taxation Summary

The document includes an extensive disclaimer that shareholders should consult their tax advisors. Key points noted:

  • Long-Term Capital Gains (LTCG) on shares held >12 months may be taxable at 12.5% + cess & surcharge.
  • Short-Term Capital Gains (STCG) on shares held ≤12 months are taxable at normal income tax rates.
  • Securities Transaction Tax (STT) is not applicable to this off-market offer.
  • Specific withholding tax rules are outlined for resident and non-resident shareholders.

Documents for Inspection

Material documents available for inspection include net worth certificates of acquirers, audited accounts of JMGL, escrow agreement, PA, DPS, SEBI observation letter, and various consent letters from intermediaries.