Nature of the Event

This is a mandatory open offer disclosure, made pursuant to Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI (SAST) Regulations"). The offer is triggered by an underlying acquisition of shares and control of the Target Company.

Key Quantitative Figures

  • Open Offer Size: Up to 13,13,000 (Thirteen Lakh Thirteen Thousand) Equity Shares
  • Offer Percentage: 26.00% of the voting share capital
  • Offer Price: ₹8.00 (Indian Rupees Eight) per Equity Share
  • Maximum Open Offer Consideration: ₹1,05,04,000/- (One Crore Five Lakh Four Thousand)
  • Underlying Transaction Size: 31,76,300 Equity Shares (62.90% of voting capital)
  • Underlying Transaction Price: ₹5.50 per share
  • Total Underlying Consideration: ₹1,74,69,650/- (One Crore Seventy Four Lakh Sixty Nine Thousand Six Hundred Fifty)
  • Escrow Amount Deposited: ₹1,05,30,000/- (One Crore Five Lakh Thirty Thousand) in cash with ICICI Bank Ltd.

Dates of Action

  • Public Announcement (PA) Date: April 08, 2026
  • Detailed Public Statement (DPS) Publication Date: April 16, 2026
  • Draft Letter of Offer (DLoF) Date: April 22, 2026
  • SEBI Comments Received on DLoF: June 02, 2026 (Ref: HO/49/12/11(56)2026-CFD-RAC-DCR1/I/12819/2026)
  • Letter of Offer (LoF) Date: June 08, 2026
  • Identified Date (for shareholder list): June 04, 2026
  • Tendering Period (Offer Opening - Closing): June 18, 2026 (Thursday) to July 02, 2026 (Thursday)
  • Last Date for Payment/Refund: July 16, 2026
  • Last Date for Post-Offer Announcement: July 23, 2026

Parties Involved

Acquirers:

  • Kolli Murali Krishna (Acquirer 1)
  • Gogineni Srinivas (Acquirer 2)

Sellers (Promoter & Promoter Group of Target Co.):

  • Pitchandi Chellamani
  • Pitchandi Seetha Lakshmi
  • Pitchandi Selvam
  • Pitchandi Anuradha
  • Pitchandi Malliga
  • Cementeel Constructions Private Limited

Manager to the Offer: Synfinx Capital Private Limited (SEBI Regn. No. INM000013192)

Registrar to the Offer: Venture Capital and Corporate Investments Private Limited (SEBI Regn. No. INR000001203)

Buying Broker: Allwin Securities Limited (SEBI Regn. No. INZ000239635)

Escrow Bank: ICICI Bank Limited

Target Company: Senthil Infotek Limited (CIN: L72200TG1997PLC026943)

Regulators: Securities and Exchange Board of India (SEBI), BSE Limited (Designated Stock Exchange)

Purpose & Rationale

The Open Offer is a mandatory requirement under the SEBI (SAST) Regulations triggered by the Acquirers' entry into a Share Purchase Agreement (SPA) dated April 08, 2026, to acquire 62.90% of the voting capital from the existing promoters (Sellers), which is accompanied by a change in control. The prime objective is the substantial acquisition of equity shares and voting capital to gain control. The Acquirers intend to reconstitute the Board of Directors post-offer and may diversify the Target Company's business activities in the future.

Financial & Operational Impact

  • Capital Structure Impact: Post successful completion of the Open Offer and the Underlying Transaction, the Acquirers' combined holding could reach a maximum of 88.90% (44,89,300 shares). This would reduce public shareholding to 11.10% (5,60,700 shares).
  • Public Shareholding Compliance: The Target Company is required to maintain a minimum 25% public shareholding under SCRR Rule 19A and SEBI LODR Reg. 38. The Acquirers have agreed to take necessary steps to comply with this requirement within the prescribed time if it is breached.
  • Control Impact: The acquisition is accompanied by control. The Sellers and their nominees will resign from the Board, and the Acquirers will appoint their nominees, leading to a complete change in management and control.
  • Cash Flow Implications: The Acquirers have a definite cash outflow of up to ₹1.05 crore for the open offer and ₹1.75 crore for the underlying transaction, totaling ₹2.80 crore. Firm financial arrangements are in place via the escrow account and net worth certificates.

Procedure for Acceptance

Shareholders can tender shares during the specified Tendering Period through the stock exchange mechanism (Acquisition Window on BSE) using a Selling Broker. Detailed procedures are provided for shares held in both dematerialized and physical form. The minimum marketable lot for acceptance is 1 (one) equity share. Acceptance will be on a proportionate basis if the offer is oversubscribed.

Risk Factors

Numerous risk factors are disclosed, including:

  • Potential delays or withdrawal of the offer if unforeseen statutory/regulatory approvals are required and not obtained.
  • Specific procedures and potential rejection of shares tendered by NRIs, OCBs, FPIs, etc., if requisite RBI/other approvals are not submitted.
  • Fluctuations in the market price of shares during the tendering and settlement period.
  • The obligation of the Acquirers to ensure minimum public shareholding is maintained post-acquisition.

Taxation

A comprehensive section details the potential tax implications for various categories of shareholders (Resident, NRI, FII/FPI, Company) arising from the tendering of shares, covering aspects like Capital Gains tax, Business Income tax, withholding obligations, and applicable DTAA benefits. Shareholders are strongly advised to consult their own tax advisors.

Documents for Inspection

Listed documents, including the SPA, net worth certificates, escrow agreement, valuation report, and SEBI observation letter, are available for physical or electronic inspection at the Manager's office during the tendering period.

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