Nature of the Event

Mandatory Open Offer under SEBI (SAST) Regulations, 2011 triggered by substantial acquisition of shares and change in control of Oseaspre Consultants Limited.

Key Quantitative Figures

  • Offer Size: 1,82,000 equity shares
  • Offer Percentage: 26.00% of emerging equity and voting share capital
  • Offer Price: ₹48 per fully paid-up equity share
  • Maximum Consideration: ₹87,36,000 (assuming full acceptance)
  • Escrow Amount: ₹90,00,000 deposited with Axis Bank Limited
  • Acquirer Net Worth: ₹12,085.79 lakhs as of August 31, 2026
  • SPA Consideration: ₹70,58,064 for 1,47,043 shares
  • Preferential Issue: 5,00,000 shares at ₹48 each (₹38 premium)
  • Existing Capital: ₹20,00,000 divided into 2,00,000 equity shares
  • Emerging Capital: 7,00,000 shares post-preferential allotment

Dates of Action

  • Public Announcement Date: September 18, 2026
  • Detailed Public Statement Date: September 22, 2026
  • Escrow Deposit Date: September 21, 2026
  • EGM for Preferential Issue: October 30, 2026
  • Identified Date: October 26, 2026
  • Offer Opening: November 9, 2026
  • Offer Closing: November 23, 2026
  • Payment Date: December 8, 2026
  • Final Report Date: December 15, 2026

Parties Involved

Acquirer: Nimesh Sahadeo Singh

Target Company: Oseaspre Consultants Limited (BSE: 509782)

Manager to Offer: Navigant Corporate Advisors Limited

Sellers: Jehangir Nusli Wadia, Nowrosjee Wadia and Sons Limited, Tristar Charitable Foundation, Varnilam Investments and Trading Company Limited, MSIL Investments Private Limited

Escrow Bank: Axis Bank Limited

Registrar: Kfin Technologies Limited

Buying Broker: Allwin Securities Limited

Chartered Accountant: Ashvin Hitesh & Associates

Registered Valuer: Karan Chetan Shah

Financial and Operational Impact

  • Post-Offer Holding: Acquirer will hold 4,72,043 shares (67.43% of emerging capital)
  • MPS Impact: Minimum public shareholding may fall below 25% requiring compliance with Regulation 7(4)
  • Business Continuity: Acquirer intends to continue existing business and may diversify with shareholder approval
  • Asset Protection: No intention to alienate substantial assets for two years except in ordinary course
  • Board Reconstitution: Intention to reconstitute Board after successful offer completion

Capital Structure Impact

  • Current Capital: 2,00,000 equity shares of ₹10 each
  • Preferential Allotment: 5,00,000 new shares (3,25,000 to acquirer + 1,75,000 to public investors)
  • Emerging Capital: 7,00,000 shares post-allotment
  • Dilution: Significant change from existing promoter group to new acquirer control

Financial Arrangements

  • No borrowed funds for the offer
  • Escrow arrangement with Axis Bank exceeding 100% of maximum consideration
  • Manager empowered to realize escrow value
  • Chartered Accountant certification of sufficient resources

Statutory Approvals

  • BSE approval required for preferential issue under Regulation 28 of SEBI (LODR) Regulations, 2015
  • RBI approvals required for non-resident shareholders tendering shares
  • Offer may be withdrawn if statutory approvals are refused

Shareholding Details

Pre-Transaction Seller Holdings:

  • Jehangir Nusli Wadia: 14,450 shares (2.06%)
  • Nowrosjee Wadia and Sons Limited: 87,243 shares (12.46%)
  • Tristar Charitable Foundation: 38,450 shares (5.49%)
  • Varnilam Investments and Trading Company Limited: 4,600 shares (0.66%)
  • MSIL Investments Private Limited: 2,300 shares (0.33%)

Total: 1,47,043 shares (21.01%)

Target Company Financials (₹ in Lakhs)

Period ended June 30, 2026:

  • Revenue from Operations: 0.00
  • Other Income: 2.29
  • Net Income: (2.59)
  • EPS: (1.30)
  • Net worth: 35.84

Year ended March 31, 2026:

  • Revenue from Operations: 0.00
  • Other Income: 3.32
  • Net Income: (18.28)
  • EPS: (9.14)
  • Net worth: 212.44

Year ended March 31, 2025:

  • Revenue from Operations: 18.00
  • Other Income: 3.80
  • Net Income: 3.98
  • EPS: 1.99
  • Net worth: 70.15

Year ended March 31, 2024:

  • Revenue from Operations: 0.00
  • Other Income: 4.93
  • Net Income: (14.29)
  • EPS: (7.14)
  • Net worth: 66.17

Trading Information

  • Shares are infrequently traded with 0.00% annualized trading turnover
  • Fair value certified at ₹45.63 per share by registered valuer
  • No corporate actions requiring price adjustment

Procedure for Tendering

  • BSE Limited designated as stock exchange for tendering
  • Acquisition window mechanism through stock exchange
  • Physical and dematerialized shares accepted
  • No discrimination against locked-in shares
  • No indemnity required from unregistered shareholders