Key Quantitative Figures

  • Offer Size: 37,70,000 Equity Shares (26.00% of equity share capital)
  • Offer Price: ₹17.10 per equity share
  • Total Offer Consideration: ₹6,44,67,000 (assuming full acceptance)
  • SPA Acquisition: 65,91,796 shares (45.46% stake) at ₹9 per share aggregating ₹5,93,26,164
  • Post-Offer Holding: 1,03,61,796 shares (71.46% of equity capital)
  • Escrow Amount: ₹1,62,00,000 deposited (25% of maximum consideration)
  • Authorized Capital: ₹15,00,00,000
  • Paid-up Capital: ₹14,39,63,000 (1,42,67,500 fully paid + 2,32,500 partly paid shares)

Dates of Action

  • Public Announcement Date: July 28, 2026
  • Detailed Public Statement Date: August 03, 2026
  • Draft Letter of Offer Filing: August 06, 2026
  • Identified Date: September 01, 2026
  • Offer Opening: September 16, 2026
  • Offer Closing: September 29, 2026
  • Settlement Completion: October 14, 2026

Parties Involved

Acquirers:

  • Mr. Pravin Kumar Shishodiya (PAN: APEPS8156A, Net Worth: ₹22.74 crore as of June 30, 2026)
  • Mr. Punit Shishodiya (PAN: DYVPS7019M, Net Worth: ₹16.91 crore as of June 30, 2026)

Sellers (Existing Promoters):

  • Mr. Mohanlal Ramgopal Jatia
  • Mr. Sanjay Mohanlal Jatia
  • M/s. Mohanlal S Jatia HUF
  • M/s. J M Trading Corporation
  • M/s. Ramgopal and Sons
  • M/s. Kalpana Trading Corporation
  • Seven Rivers Investments Private Limited
  • Ramgopal Synthetics Limited

Manager to Offer: Corporate Professionals Capital Private Limited (SEBI Reg: INM000011435)

Registrar to Offer: Ankit Consultancy Private Limited (SEBI Reg: INR000000767)

Escrow Bank: Kotak Mahindra Bank Limited

Buying Broker: Nikunj Stock Brokers Limited (SEBI Reg: INZ000169335)

Financial Impact

  • Maximum Cash Outflow: ₹6.45 crore for open offer consideration
  • SPA Consideration: ₹5.93 crore already committed
  • Total Acquisition Cost: ₹12.38 crore for 71.46% stake
  • Post-offer public shareholding: 28.54% (maintains listing compliance)

Capital Structure Impact

  • Pre-offer Promoter Holding: 45.46% (to be reduced to 0%)
  • Acquirer Holding Post-offer: 71.46% (from 0%)
  • Public Shareholding Post-offer: 28.54% (from 54.54%)
  • No change to authorized capital or face value of shares

Procedure Details

  • Tendering Mechanism: Stock exchange mechanism through BSE acquisition window
  • Settlement: Through clearing corporation with direct payout to shareholders
  • Physical Share Procedure: Submission of original certificates, transfer deeds, and Form of Acceptance
  • Demat Share Procedure: Early pay-in mechanism through depository participants

Risk Factors

  • Offer may be withdrawn if statutory approvals are refused
  • Possible delay in payment consideration if regulatory approvals delayed
  • Over-tendering will result in proportionate acceptance
  • Physical share documents held in trust until settlement completion

Financial Performance of Target Company (Audited)

Profit & Loss (₹ in Lacs):

  • FY2024: Loss of ₹166.64 lacs
  • FY2025: Loss of ₹18.52 lacs
  • FY2026: Loss of ₹99.11 lacs

Balance Sheet (₹ in Lacs):

  • FY2024 Net Worth: ₹1,149.10 lacs
  • FY2025 Net Worth: ₹1,119.85 lacs
  • FY2026 Net Worth: ₹1,047.72 lacs

Ratios:

  • EPS FY2026: (₹0.68)
  • Book Value per Share: ₹7.22
  • Return on Net Worth: (8.85%)

Taxation Aspects

  • STT not applicable on open offer transactions
  • Different tax treatment for resident and non-resident shareholders
  • TDS requirements for non-resident shareholders
  • Capital gains tax applicable based on holding period
  • Detailed tax guidance provided in Section 8.16 of document

Documents Available for Inspection

  • Net worth certificates of acquirers
  • Audited financials of target company
  • Escrow agreement with Kotak Mahindra Bank
  • Public announcement and detailed public statement
  • Various consent letters and agreements with intermediaries