Nature of the Event

Mark Corporate Advisors Private Limited, as the Manager to the Open Offer, submitted a Detailed Public Statement (DPS) to BSE Limited. This DPS is in relation to an open offer made by Mr. Sesha Sai Nikhil Chintalapati (the Acquirer) to the public shareholders of Neelkanth Rock-Minerals Limited (the Target Company). The offer is being made pursuant to and in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations).

The DPS was published in the following newspapers on June 12, 2026:

  • Business Standard (English - All Editions)
  • Business Standard (Hindi - All Editions)
  • Navshakti (Marathi - Mumbai Edition)

Key Quantitative Figures

  • Open Offer Size: Up to 13,11,362 fully paid-up equity shares.
  • Face Value: ₹10 per share.
  • Offer Percentage: 26.00% of the Voting Share Capital.
  • Offer Price: ₹19.40 per equity share.
  • Total Offer Value: ₹2,54,40,422.80 (assuming full acceptance).
  • Underlying SPA Size: 31,29,951 equity shares.
  • SPA Percentage: 62.06% of the Voting Share Capital.
  • SPA Price: ₹19.40 per equity share.
  • Total SPA Value: ₹6,07,21,049.40.
  • Acquirer's Certified Net Worth: ₹4,686.00 Lakhs (₹46.86 Crore) as of May 15, 2026.
  • Target Company's Paid-up Capital: ₹5,04,37,000 (50,43,700 shares).
  • Target Company's Net Worth (Mar 31, 2026): ₹827.69 Lakhs.
  • Escrow Amount Deposited: ₹75,00,000 (29.48% of max offer consideration).

Dates of Action

  • Public Announcement (PA) Date: June 06, 2026.
  • Detailed Public Statement (DPS) Date: June 12, 2026.
  • Share Purchase Agreement (SPA) Date: June 06, 2026.
  • Tentative Identified Date: July 15, 2026.
  • Tentative Offer Opening Date (Tendering Start): July 29, 2026.
  • Tentative Offer Closing Date (Tendering End): August 11, 2026.
  • Tentative Last Date for Payment: August 25, 2026.

Parties Involved

  • Acquirer: Mr. Sesha Sai Nikhil Chintalapati.
  • Target Company: Neelkanth Rock-Minerals Limited.
  • Promoter Sellers:

1. Mr. Anil Sayarchand Kawar (8.13% stake)

2. Mr. Gautam Chand Kawar (7.89% stake)

3. Mr. Noratmal Kawar (8.13% stake)

4. Mr. Sajjanraj Kawar (8.13% stake)

5. Mr. Shantilal Mohanlal Kanwar (13.76% stake; includes 6,600 physical shares)

6. Mr. Sohan Lal Kawar (7.89% stake)

7. Mr. Sunil Kumar Kawar (8.13% stake)

  • Manager to the Offer: Mark Corporate Advisors Private Limited.
  • Escrow Banker: Yes Bank Limited.
  • Buying Broker: SW Capital Private Limited.
  • Registrar to the Offer: Purva Sharegistry (India) Private Limited.
  • Acquirer's Net Worth Certifying CA: CA Ramesh Nemalikanti, M/s Balaji V & Co.
  • Target Company Valuer: Neha Bhandari (IBBI/ RV/16/2021/14449).

Purpose or Stated Rationale

The purpose of the acquisition is for the Acquirer to enter the Artificial Intelligence (AI) sector by acquiring a substantial shareholding and voting rights and establishing control over the Target Company. The Acquirer intends to diversify the operations of the Target Company into the business of Artificial Intelligence (AI) with the prior approval of the shareholders and may re-organise the present capital structure of the Company.

Financial and Operational Impact

  • Control Change: Upon completion of the SPA, the seven Promoter Sellers will transfer control and management to the Acquirer and will be re-classified as public shareholders.
  • Public Shareholding: The Acquirer acknowledges the requirement to maintain a minimum 25% public shareholding per SEBI LODR Regulations and SCRR. If the post-offer public shareholding falls below this, the Acquirer will take steps to increase it via mechanisms like OFS, QIP, etc.
  • Target Company Business: As of the date, the Target Company is not operating any business and is generating income from Interest (Other Income).

Capital Structure Impact

  • Pre-Offer Acquirer Holding: Nil.
  • Post-SPA Acquirer Holding: 62.06% (31,29,951 shares).
  • Post-Offer Acquirer Holding (assuming full acceptance): 88.06% (44,41,313 shares).

Payment Schedule for SPA

The total SPA consideration of ₹6,07,21,049.40 is to be paid in installments, with an Earnest Money Deposit (EMD) of ₹2,00,00,000 already paid on June 06, 2026. The balance is scheduled as follows:

  • ₹1,00,00,000 on June 30, 2026
  • ₹60,00,000 on July 07, 2026
  • ₹60,00,000 on July 14, 2026
  • ₹60,00,000 on July 21, 2026
  • ₹60,00,000 on July 28, 2026
  • ₹67,21,049.40 upon completion of takeover formalities/open offer payment

The payments are split among the seven sellers based on their stake percentages (22% for Shantilal Kawar, 13% each for the other six).

Procedure for Shareholders

The tendering of shares will be conducted through a separate Acquisition Window on the BSE. Shareholders must act through their Selling Brokers. Shares held in physical form are eligible to be tendered. The Letter of Offer (LoF) will be sent to shareholders of record on the Identified Date (July 15, 2026). Those not receiving it can apply on plain paper or obtain the form from the Registrar.

Other Key Information

  • Offer Price Justification: The price of ₹19.40 is justified based on the negotiated SPA price and a fair value of ₹16.88 per share as certified by an independent valuer.
  • Financial Arrangements: The Acquirer has deposited ₹75.00 lakhs (29.48% of max consideration) in a cash escrow account with Yes Bank. A certificate confirms the Acquirer has sufficient liquid resources to fulfill the offer obligation without borrowing.
  • Statutory Approvals: As of the date, no statutory approvals are required. The offer may be withdrawn if any required approvals are finally refused.
  • Infrequently Traded: The Target Company's shares are classified as infrequently traded, with an annualized trading turnover of 3.09% for the 12 months preceding the PA.