Nature of Event

Mandatory open offer under Regulations 3 and 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Quantitative Figures

  • Offer Size: Up to 1,76,48,152 fully paid-up equity shares
  • Percentage of Emerging Voting Capital: 26.00%
  • Face Value: ₹10 per share
  • Offer Price: ₹55.00 per equity share
  • Total Offer Value: ₹97,06,48,360 (if fully subscribed)
  • Emerging Voting Capital: ₹67,87,75,050 comprising 6,78,77,505 securities
  • Existing Paid-up Capital: ₹54,42,42,120 (5,44,24,212 equity shares)

Dates of Action

  • Public Announcement Date: February 6, 2026
  • Detailed Public Statement Date: February 13, 2026
  • RBI Approval Date: June 3, 2026 (Letter No. CO.DOR.HGG.No.S1930/16-80-001/2026-2027)
  • Identified Date: June 16, 2026 (for determining eligible shareholders)
  • Offer Opening Date: July 1, 2026
  • Offer Closing Date: July 14, 2026
  • Last Date for Payment: July 28, 2026

Parties Involved

Acquirers:

1. Allied Commodities Private Limited (Acquirer 1)

2. Mr. Sandeep Jindal (Acquirer 2)

Persons Acting in Concert (PACs):

1. Intellect Stock Broking Limited (PAC 1)

2. Intellect Money Finvest Private Limited (PAC 2)

3. Mr. Amitabh Chaturvedi (PAC 3)

4. AC Enterprises Private Limited (PAC 4)

Manager to Offer: Mark Corporate Advisors Private Limited (SEBI Reg. No.: INM000012128)

Registrar to Offer: Purva Sharegistry (India) Private Limited (SEBI Registration No.: INR000001112)

Escrow Bank: Yes Bank Limited

Buying Broker: SW Capital Private Limited

Background and Purpose

The open offer is triggered by:

1. Preferential allotment of 1,26,00,000 convertible warrants approved by Board on February 6, 2026 and shareholders on March 8, 2026

2. Allotment of warrants on June 15, 2026:

  • Mr. Sandeep Jindal: 23,00,000 warrants
  • Mr. Amitabh Chaturvedi: 1,00,000 warrants
  • AC Enterprises Private Limited: 65,00,000 warrants
  • Non-Promoters: 37,00,000 warrants

3. PAC 2 already held 55,00,000 convertible warrants (allotted December 12, 2025) and converted 45,00,000 warrants to equity shares on February 25, 2026

4. The acquirers and PACs intend to obtain joint control with existing promoters

Current Shareholding Pattern (Pre-Offer)

  • Acquirers and PACs: 19.18% of Emerging Voting Capital (including outstanding warrants)
  • PAC 3 (Existing Promoter): 9.67% of Emerging Voting Capital
  • Deemed PACs: 5,47,787 shares (0.81%)
  • Public Shareholders: 54.49% of Emerging Voting Capital

Financial Arrangements

  • Total Funds Required: ₹97,06,48,360
  • Escrow Arrangements:
  • Cash Escrow: ₹3,50,00,000 (3.605% of total consideration) with Yes Bank Limited
  • Demat Escrow: Securities worth ₹31,23,89,733.90 (net of 32% margin) with SW Capital Private Limited
  • Financial Resources: Certified by CA Varish Sunil Shah as adequate for fulfilling offer obligations

Terms and Conditions

  • Offer Type: Unconditional, not subject to minimum acceptance
  • Marketable Lot: 1 Equity Share
  • Acceptance Basis: Proportionate in case of oversubscription
  • Revision Clause: Offer price may be revised upward before commencement of tendering period
  • Withdrawal Conditions: As per Regulation 23(1) of SEBI (SAST) Regulations
  • Lock-in Shares: 1,12,22,991 equity shares (16.53% of Emerging Voting Capital) under lock-in

Statutory Approvals

  • RBI Approval: Obtained on June 3, 2026 for acquisition and change in control
  • SEBI Observations: Received on June 12, 2026 (Letter no HO/49/12/11(61)2026-CFD-RAC-DCR2/I/13694/2026)
  • BSE In-Principle Approval: Received on March 13, 2026 for preferential issue

Post-Offer Implications

  • The acquirers and PACs will have joint control with existing promoters
  • No plans to delist the company
  • No major changes to existing business line anticipated
  • May reorganize capital structure and strengthen board
  • Must maintain minimum public shareholding of 25% as per SEBI LODR Regulations

Risk Factors

1. Offer may be withdrawn if statutory approvals are refused

2. Delay in statutory approvals may lead to interest payment to shareholders

3. Equity shares once tendered cannot be withdrawn

4. Non-resident shareholders require RBI approvals for participation

5. Public shareholding may fall below minimum requirement temporarily

Taxation Aspects

  • No securities transaction tax applicable
  • Tax implications vary based on residential status and holding period
  • For non-residents (except FIIs/FPIs): TDS @12.5% on LTCG, applicable rates on STCG/business income
  • FIIs/FPIs exempt from TDS on capital gains subject to conditions
  • PAN and other documentation required for appropriate TDS treatment

Documents Available for Inspection

Copies of incorporation documents, financial statements, net worth certificates, due diligence certificate, regulatory approvals, and other relevant documents are available for inspection at the Manager's office during the tendering period.