Nature of the Event

This is a mandatory open offer made by the Acquirers and Persons Acting in Concert (PACs) to the public shareholders of Rikhav Securities Limited (Target Company or RSL). The offer is triggered under Regulations 3(2) and 3(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations).

Key Quantitative Figures

  • Offer Size: Up to 99,55,920 fully paid-up equity shares.
  • Face Value: ₹5 per share.
  • Percentage of Capital: 26.00% of the total voting share capital.
  • Offer Price: ₹47.75 per fully paid-up equity share.
  • Total Maximum Consideration: ₹47,53,95,180 (assuming full acceptance).
  • Trigger Acquisition: 32,51,200 equity shares acquired by the Acquirers through market purchases.
  • Trigger Acquisition Value: Approximately ₹12.75 crore (based on an average price of ₹39.23).
  • Pre-Offer Acquirer+PAC Holding: 21.74% (83,21,316 shares).
  • Post-Trigger Acquirer+PAC Holding: 30.22% (1,15,72,516 shares).
  • Escrow Amount Deposited: ₹47,53,95,180 (100% of total consideration) deposited in an escrow account with Axis Bank Ltd by June 29, 2026.

Dates of Action

  • Public Announcement (PA) Date: Tuesday, April 21, 2026.
  • Detailed Public Statement (DPS) Date: Tuesday, April 28, 2026 (published in Financial Express, Jansatta, Pratahakal).
  • Triggering Date: March 11-12, 2026 (date of market purchases that breached the threshold).
  • Draft Letter of Offer (DLOO) Filing with SEBI: Tuesday, May 06, 2026.
  • SEBI Observation Letter Date: Wednesday, July 08, 2026.
  • Identified Date: Friday, July 10, 2026 (for determining shareholders eligible to receive the LOO).
  • LOO Dispatch to Shareholders: By Friday, July 17, 2026.
  • Last Date for Upward Revision: Monday, July 20, 2026.
  • Offer Opening Public Announcement: Thursday, July 23, 2026.
  • Tendering Period Commencement (Offer Opening Date): Friday, July 24, 2026.
  • Tendering Period Closure (Offer Closing Date): Thursday, August 06, 2026.
  • Last Date for Payment of Consideration: Thursday, August 20, 2026.

Parties Involved

Acquirers

1. M/s. B.D. Lakhani (Acquirer 1): Partnership firm. Holds 7,90,400 shares (2.06%). Net Worth (Mar 31, 2026): ₹7.07 Cr.

2. M/s. B.N. Lakhani (Acquirer 2): Partnership firm. Holds 9,26,400 shares (2.42%). Net Worth: ₹6.64 Cr.

3. M/s. H.D. Lakhani (Acquirer 3): Partnership firm. Holds 9,66,400 shares (2.52%). Net Worth: ₹4.32 Cr.

4. M/s. N.D. Lakhani (Acquirer 4): Partnership firm. Holds 5,68,000 shares (1.48%). Net Worth: ₹7.25 Cr.

Persons Acting in Concert (PACs)

1. Mr. Hitesh Himmatlal Lakhani (PAC 1): Holds 24,69,720 shares (6.45%). Net Worth: ₹9.15 Cr. Managing Director of RSL.

2. Mr. Deep Hitesh Lakhani (PAC 2): Holds 22,89,960 shares (5.98%). Net Worth: ₹2.40 Cr.

3. Mrs. Vaishali Rajendra Shah (PAC 3): Holds 19,77,876 shares (5.17%). Net Worth: ₹3.81 Cr.

4. Mrs. Bharati Hitesh Lakhani (PAC 4): Holds 15,83,760 shares (4.14%). Net Worth: ₹7.35 Cr. Non-Executive Director of RSL.

Manager to the Offer

Sobhagya Capital Options Private Limited (SEBI Regn No. MB/INM000008571).

Registrar to the Offer

MUFG Intime India Private Limited (SEBI Regn No. INR000004058).

Escrow Bank

Axis Bank Limited, Worli Branch, Mumbai.

Buying Broker

Shreni Shares Limited (SEBI Regn No. INZ000268538).

Purpose / Rationale

The offer is triggered because the Acquirers, who are part of the promoter and promoter group, acquired 32,51,200 shares (8.48% of voting capital) through market purchases on March 11 and 12, 2026. This acquisition:

1. Exceeded the permissible creeping acquisition limit of 5% in a financial year under Regulation 3(3).

2. Increased the collective shareholding of the Acquirers and PACs from 21.74% to 30.22%, triggering Regulation 3(2).

The acquisitions were not undertaken as inter-se transfers among promoters and are treated as market purchases, resulting in a delayed compliance with SAST Regulations. This open offer is being made to regularize the aforesaid non-compliance.

Financial & Operational Impact

  • Source of Funds: The total consideration will be funded through a combination of internal resources and borrowings. The Acquirers have availed a sanctioned credit facility of ₹20.00 crore (₹5 Cr each) from Total Holding and Finvest Pvt Ltd, an NBFC. The balance will be met through internal accruals.
  • Impact on Public Shareholding: Full acceptance of the offer (26%) may reduce public shareholding below the minimum requirement. The Acquirers undertake to ensure compliance with minimum public shareholding norms within prescribed timelines using permissible methods.
  • No Change in Control: The Acquirers and PACs are existing promoters. The acquisition and offer result in a redistribution of holdings within the promoter group but do not result in any change in control or management of the Target Company.

Capital Structure Impact

  • Pre-Offer Capital: Paid-up equity share capital is ₹19,14,60,000, consisting of 3,82,92,000 equity shares of ₹5 each.
  • Post-Offer Capital: The number of outstanding shares remains unchanged as the offer is for existing shares. The promoter and promoter group's holding will increase from 64.56% to a maximum of 90.58% if the offer is fully accepted, reducing public shareholding to 9.42%.

Cash Flow Implications

  • Cash Outflow: A maximum cash outflow of ₹47.54 crore for the Acquirers to pay the tendering shareholders.
  • Cash Inflow: Corresponding inflow for the shareholders who tender their shares.

Risk Factors (as disclosed)

  • The offer may be withdrawn if requisite statutory approvals (if any become applicable) are refused.
  • Delays in regulatory approvals or litigation could delay the payment of consideration.
  • Tendered shares will be locked in until the offer process is completed, during which market price may fluctuate.
  • In case of oversubscription, acceptance will be on a proportionate basis.
  • The Acquirers make no assurances regarding the future financial performance or market price of RSL.

Procedure for Acceptance

  • The offer will be implemented using the stock exchange mechanism as per SEBI circulars.
  • Shareholders must tender their shares through their stock brokers (Selling Brokers) during the tendering period via the acquisition window on BSE.
  • Shares held in physical form must be dematerialized before tendering, as per SEBI LODR regulations.
  • Settlement will be handled by the clearing corporation, and payment will be made directly to shareholders' bank accounts.

Documents for Inspection

Listed documents include the Escrow Agreement, financial capability certificates, financial statements of RSL, PA, DPS, SEBI observation letter, and undertaking from Acquirers and PACs. These are available for inspection at the office of the Manager to the Offer in Noida.