Sesha Sai Nikhil Chintalapati Neelkanth Open Offer 26%

Nature of the Event

This is a mandatory open offer made by Mr. Sesha Sai Nikhil Chintalapati ("Acquirer") to the public shareholders of Neelkanth Rock-Minerals Limited ("Target Company") pursuant to Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The offer is triggered by the Acquirer's entry into a Share Purchase Agreement (SPA) with the existing promoter sellers of the Target Company.

Key Quantitative Figures

Offer Size: Up to 13,11,362 fully paid-up equity shares
Percentage of Voting Capital: 26.00%
Face Value: ₹10 per share
Offer Price: ₹19.40 per equity share
Total Maximum Consideration: ₹2,54,40,422.80 (assuming full acceptance)
Underlying SPA Consideration: ₹6,07,21,049.40 for 62.06% stake (31,29,951 shares)
Escrow Amount Deposited: ₹75,00,000 (29.48% of max consideration) with Yes Bank Limited
Acquirer's Certified Net Worth: ₹4,686.00 Lakhs as of May 15, 2026
Target Company Paid-up Capital: ₹5,04,37,000 (50,43,700 equity shares)

Dates of Action

Public Announcement Date: June 06, 2026
Detailed Public Statement Date: June 12, 2026
Draft Letter of Offer Date: June 19, 2026
Identified Date: July 15, 2026 (for determining eligible shareholders)
Offer Opening Date: July 29, 2026
Offer Closing Date: August 11, 2026
Last Date for Payment: August 25, 2026
SPA Execution Date: June 06, 2026

Parties Involved

Acquirer: Mr. Sesha Sai Nikhil Chintalapati (Individual)

Target Company: Neelkanth Rock-Minerals Limited (CIN: L14219RJ1988PLC062162)

Promoter Sellers:

Mr. Anil Sayarchand Kawar (8.13% holding)
Mr. Gautam Chand Kawar (7.89% holding)
Mr. Noratmal Kawar (8.13% holding)
Mr. Sajjanraj Kawar (8.13% holding)
Mr. Shantilal Mohanlal Kanwar alias Shantilal Kawar (13.76% holding)
Mr. Sohan Lal Kawar (7.89% holding)
Mr. Sunil Kumar Kawar (8.13% holding)

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

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

Escrow Bank: Yes Bank Limited

Buying Broker: SW Capital Private Limited

Purpose and Rationale

The Open Offer is mandatory under SEBI Takeover Regulations triggered by the acquisition of 62.06% voting rights from promoter sellers. The Acquirer's stated object is to acquire substantial shares/voting rights and take control over the management of the Target Company to become its promoter. The Acquirer intends to diversify the Target Company's operations into the business of Artificial Intelligence (AI) with prior shareholder approval and may reorganize the present capital structure.

Financial and Operational Impact

The Target Company is currently not operating any business and generates income only from interest (other income).
The public shareholding will reduce to 11.94% post-offer (from 37.94%), below the minimum 25% required by Regulation 38 of SEBI (LODR) Regulations, 2015 read with Rule 19A of SCRR.
The Acquirer will need to increase public shareholding to at least 25% through available mechanisms such as Offer for Sale, Rights Issue, Bonus Issue, QIP, etc.
The acquisition will result in change of control of the Target Company from the existing promoter group to the Acquirer.

Capital Structure Impact

Pre-offer Promoter Holding: 62.06% (31,29,951 shares)
Pre-offer Public Holding: 37.94% (19,13,749 shares)
Acquirer's Post-offer Holding: 88.06% (44,41,313 shares) if full acceptance
Public Post-offer Holding: 11.94% (6,02,387 shares) if full acceptance
The Offer would result in significant dilution of public shareholding.

Cash Flow Implications

Cash outflow of ₹2,54,40,422.80 for the Open Offer consideration
Cash outflow of ₹6,07,21,049.40 for the underlying SPA consideration
₹2,00,00,000 earnest money already paid to promoter sellers at SPA execution
Balance SPA consideration of ₹4,07,21,049.40 to be paid as per SPA schedule
All payments to be made in cash from Acquirer's own liquid resources (no borrowings)

Conditions and Approvals

The Offer is not conditional upon any minimum level of acceptance.
As of the date of this document, no statutory approvals are required by the Acquirer to complete the underlying transaction and this Open Offer.
The Offer may be withdrawn under specific circumstances outlined in Regulation 23(1) of SEBI (SAST) Regulations, including non-receipt of any statutory approvals that may become applicable, death of natural person acquirer, or SEBI-merited circumstances.
Non-resident shareholders must obtain requisite approvals (including from RBI) to tender their shares, if applicable.

Procedure and Timeline

The Tendering Period is from July 29, 2026 to August 11, 2026. Shareholders can tender shares through:

1. Demat Shares: Through stock brokers using the acquisition window on BSE

2. Physical Shares: By submitting original share certificates, transfer deeds, and required documents to the Registrar

Settlement will be through the stock exchange mechanism similar to secondary market trades. Payment will be made directly to shareholders' bank accounts for demat shares and through selling brokers for physical shares.

Taxation Aspects

The document contains extensive details on tax implications for different categories of shareholders (resident, non-resident, FIIs/FPIs, etc.). Key points:

Securities transaction tax will not be applicable
Tax rates differ for long-term vs short-term capital gains
Special provisions for FIIs/FPIs, NRIs, and other non-resident shareholders
TDS requirements vary based on shareholder category and residential status
Detailed documentation requirements for claiming DTAA benefits or lower withholding

Risk Factors

Equity shares once tendered cannot be withdrawn
Lien will be marked on tendered shares until offer completion
Market price fluctuations may adversely affect tendering shareholders
Possible proration in case of oversubscription
Delays in payment may occur if statutory approvals are required later
Non-resident shareholders must obtain necessary approvals
Public shareholding will fall below regulatory minimum requiring subsequent action