Key Quantitative Figures

  • Offer Size: 3,70,47,634 Equity Shares
  • Percentage of Emerging Voting Share Capital: 26.00%
  • Offer Price: ₹1.53 per Equity Share
  • Maximum Consideration: ₹5,66,82,881 (assuming full acceptance)
  • Face Value per Share: ₹1
  • Existing Paid-up Capital: ₹11,04,90,900 (11,04,90,900 Equity Shares)
  • Emerging Voting Share Capital: 14,24,90,900 Equity Shares
  • Escrow Amount Deposited: ₹1,42,00,000 (25% of maximum consideration)

Dates of Action

  • Public Announcement Date: August 10, 2026
  • Detailed Public Statement Date: August 17, 2026
  • Identified Date: September 18, 2026
  • Tendering Period Opens: October 5, 2026
  • Tendering Period Closes: October 16, 2026
  • Payment Completion Date: November 2, 2026
  • Final Report Submission: November 9, 2026
  • Extraordinary General Meeting: September 9, 2026 (for preferential allotment approval)

Parties Involved

Acquirers:

  • Mr. Sanjay Natvarlal Mandavia (Acquirer-1)
  • Ms. Rupal Sanjay Mandavia (Acquirer-2)

Manager to Offer: Credora Partners Private Limited

Registrar to Offer: MUFG Intime India Private Limited

Escrow Bank: HDFC Bank Limited

Buying Broker: Nikunj Stock Brokers Limited

Stock Exchange: BSE Limited

Purpose and Rationale

The open offer is mandatory under SEBI (SAST) Regulations triggered by:

1. Preferential allotment of 3,20,00,000 Equity Shares to acquirers (3,19,00,000 to Acquirer-1 and 1,00,000 to Acquirer-2)

2. Preferential allotment of 29,48,00,000 Fully Convertible Warrants (10,00,00,000 to Acquirer-2 and 19,48,00,000 to Public Shareholders)

3. Resulting in acquisition of 25.05% voting rights and change of control

4. Acquirers intend to diversify business into aviation, aerospace, defence and infrastructure activities

Financial and Operational Impact

  • Post-offer Shareholding: Acquirers will hold 7,27,36,638 Equity Shares (51.05% of emerging voting share capital)
  • Public Shareholding: 48.95% of emerging voting share capital (above minimum 25% requirement)
  • Net Worth of Acquirers: Acquirer-1 - ₹15.17 crore, Acquirer-2 - ₹9.32 crore (as of August 10, 2026)
  • Target Company Financials (FY2026): Total Income ₹54.38 lakh, Total Expenditure ₹239.79 lakh, Loss after Tax ₹185.41 lakh

Capital Structure Impact

  • Pre-offer Capital: 11,04,90,900 Equity Shares
  • Post-preferential Capital: 14,24,90,900 Equity Shares (including 3,20,00,000 new shares)
  • Warrants: 29,48,00,000 warrants convertible within 18 months (not part of emerging voting share capital)
  • Dilution: No dilution from open offer as it involves purchase from existing shareholders

Procedure Details

  • Minimum Marketable Lot: 1 Equity Share
  • Acceptance Basis: Proportional if oversubscribed
  • Settlement: Through stock exchange mechanism (Acquisition Window on BSE)
  • Payment Mode: Cash through bank transfer/cheque/demand draft
  • Non-withdrawal: Acceptances cannot be withdrawn during tendering period

Conditions and Approvals

  • Not Conditional: No minimum acceptance requirement
  • Required Approvals: Shareholder approval for preferential allotment (September 9, 2026) and BSE in-principle approval
  • Withdrawal Conditions: Only if statutory approvals are refused or circumstances under Regulation 23(1) occur

Risk Factors

  • Possible proration if oversubscribed
  • Market price fluctuations during tendering period
  • Delay in payment if statutory approvals delayed
  • Lock-in on pre-preferential shares of allottees (90 trading days)
  • Warrants not eligible for tender during lock-in period

Tax Considerations

  • Resident shareholders: No tax deduction at source
  • Non-resident shareholders: Tax deduction responsibility with custodians/authorized dealers
  • Capital gains tax applicable as per Income Tax Act, 2025