Nature of the Event

This is a Detailed Public Statement for a mandatory open offer under Regulation 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, triggered by a Share Purchase Agreement executed on October 28, 2026.

Key Quantitative Figures

  • Offer Size: 10,77,778 equity shares (26% of voting share capital)
  • Offer Price: ₹42 per fully paid-up equity share
  • Total Offer Consideration: ₹4,52,66,676 (assuming full acceptance)
  • SPA Acquisition: 6,43,600 shares (15.53% of voting capital) at ₹24 per share
  • SPA Consideration: ₹1,54,46,400
  • Face Value: ₹10 per equity share
  • Current Paid-up Capital: ₹4,14,53,000 divided into 41,45,300 equity shares
  • Authorized Capital: ₹7,00,00,000 divided into 70,00,000 equity shares

Dates of Action

  • Share Purchase Agreement Date: October 28, 2026
  • Public Announcement Date: October 28, 2026
  • Detailed Public Statement Date: November 03, 2026
  • Newspaper Publication Date: November 04, 2026
  • Tentative Offer Opening Date: December 22, 2026
  • Tentative Offer Closing Date: January 05, 2027
  • Payment Completion Date: January 19, 2027

Parties Involved

Acquirers:

  • Mrs. Kanika Chahal (Acquirer 1) - Individual, PAN: ARNPK2795C
  • Mr. Anuj Chahal (Acquirer 2) - Individual, PAN: ARNPK2790H

Promoter Sellers:

Narendra Kachhawat, Mansoor Ahmed, Shalini Pokharna, Abha Parakh, Anurag Agrawal, Himmat Lal Sahu, Madhuri Agrawal, Raj Kumar Parakh, Rajesh Kumar, Umesh Kumar Sahu, Vinay Kumar Parmar, Yaqub Khan, and New Era Alkaloids and Export Limited

Manager to Offer: Fintellectual Corporate Advisors Private Limited

Registrar to Offer: Skyline Financial Services Private Limited

Buying Broker: Nikunj Stock Brokers Limited

Escrow Bank: Yes Bank Limited

Stock Exchange: BSE Limited

Purpose and Rationale

The open offer is mandatory under SEBI Takeover Regulations triggered by the acquisition of 15.53% stake from existing promoters. The acquirers intend to gain complete management control of the Target Company and may diversify its business activities in future with shareholder approval.

Financial and Operational Impact

  • Post-Offer Shareholding: Acquirers will hold approximately 44.55% of voting capital (including SPA acquisition and open offer)
  • Control Change: Acquirers will replace existing promoters and exercise control over management
  • Public Shareholding: Will remain above minimum 25% requirement post-offer
  • Business Continuity: Target Company's existing consultancy and management business to continue

Capital Structure Impact

  • Pre-Offer Acquirer Holding: 1,25,300 shares (3.02%) held by Mr. Anuj Chahal only
  • SPA Acquisition: 6,43,600 shares (15.53%)
  • Open Offer: Up to 10,77,778 shares (26%)
  • Total Post-Offer Holding: 18,46,678 shares (44.55%)

Financial Arrangements

  • Escrow Amount: ₹1,14,00,000 deposited with Yes Bank Limited (25% of maximum consideration)
  • Funding Source: Acquirers' own sources/net worth, no borrowings
  • Individual Net Worth:
  • Mrs. Kanika Chahal: ₹23,60,09,178.95
  • Mr. Anuj Chahal: ₹63,65,49,902.10

Target Company Financial Information (Figures in Rupees Lakh)

| Particulars | Jun 30, 2026 (Unaudited) | Mar 31, 2026 (Audited) | Mar 31, 2025 (Audited) | Mar 31, 2024 (Audited) |

| Total Revenue | - | 8.96 | 8.33 | 21.90 |

| Net Income (PAT) | (3.91) | (117.51) | (1.03) | 12.34 |

| EPS (₹) | (0.09) | (2.83) | (0.02) | (0.30) |

| Net Worth | 950.52 | 954.42 | 1059.42 | 1056.33 |

Additional Information

  • Corporate Identification Number: L24117CT1995PLC009845
  • No subsidiaries or holding companies
  • Equity shares are frequently traded on BSE with 51.70% trading turnover in past 12 months
  • No corporate actions warranting price adjustment under Regulation 8(9)
  • Offer is not conditional upon minimum acceptance level

Newspaper Publications

The Detailed Public Statement was published in:

1. Financial Express (English) - All Editions

2. Jansatta (Hindi) - All Editions

3. Mumbai Lakshadeep (Marathi) - Mumbai Edition