Key Quantitative Figures

  • Open Offer Size: 1,12,72,300 Equity Shares (26.00% of Expanded Voting Share Capital)
  • Offer Price: ₹12.00 per share payable in cash
  • Total Consideration: Approximately ₹135.27 crore for the open offer
  • Preferential Allotment: 2,17,00,000 shares at ₹12/share (₹26.04 crore consideration) representing 50.05% stake
  • Share Purchase Agreement: 49,20,000 shares (11.35%) at ₹12/share (₹5.90 crore consideration)
  • Current Paid-up Capital: ₹433.55 lakh (4.3355 crore shares)
  • Post-offer Proposed Holding: 3,78,92,300 shares (87.40% of expanded capital)

Parties Involved

Acquirers:

  • Mr. Pintu Kanjibhai Kalavadia (Acquirer 1) - Managing Director
  • Mr. Prashant Kanjibhai Kalavadia (Acquirer 2) - Executive Non-Independent Director
  • Mr. Umang Kantilal Savani (Acquirer 3)
  • Mr. Kalpesh Patel (Acquirer 4)

Selling Promoter Shareholders:

  • Savjibhai Dungarshibhai Patel (Selling Promoter Shareholder 1)
  • Ushaben Savjibhai Patel (Selling Promoter Shareholder 2) - Will retain 10,00,000 shares (2.31%)

Manager to Offer: Diggi Corporate Advisors Private Limited

Registrar: Integrated Registry

Stock Exchange: BSE Limited

Escrow Account Maintainer: Nikunj Stock Brokers Limited (Client ID: 10131920)

Financial and Operational Impact

Current Shareholding Structure:

  • Preferential shares (2,17,00,000) held in escrow account classified under "Public" category until offer completion
  • Lock-in period for preferential shares until October 31, 2027
  • 479 Public Shareholders as on Identified Date

Financial Information (Audited Standalone FY2026):

  • Total Income: ₹2,193.30 lakh
  • Profit After Tax: ₹71.21 lakh
  • Net Worth: ₹5,083.75 lakh
  • EPS: ₹0.70
  • Book Value per Share: ₹11.73

Corporate Changes:

  • Registered office relocation from Mumbai to Gujarat (Lodhika GIDC, Metoda, Raikot)
  • Proposed sale of land at Kosmada, Surat for不少于 ₹1,40,50,000 (subject to shareholder approval)
  • Fishfa Rubbers Limited became wholly owned subsidiary post-acquisition of 43,49,994 shares (99.99%)

Capital Structure Impact

  • Pre-offer expanded voting share capital: 4,33,55,000 shares
  • Post-preferential issue capital expansion: 3,50,00,000 shares added
  • Acquirers will hold 87.40% post successful offer completion
  • Selling promoters will cease to be classified as promoters post-transaction

Procedures for Shareholders

  • Demat holders: Tender through selling brokers before market hours close
  • Physical shareholders: Required to submit complete documentation including original share certificates, Form SH-4, PAN copy, and Form of Acceptance
  • Shares under lock-in as per SEBI ICDR Regulation 167(2) cannot be tendered
  • Electronic inspection of documents available during tendering period

Material Updates

  • No competing offer in terms of Regulation 20 of SEBI (SAST) Regulations
  • No material changes since public announcement except disclosed corrections
  • SEBI observations incorporated in Letter of Offer
  • Independent Directors Committee deemed offer price fair and reasonable

Key Corrections to Previous Documents

  • Updated shareholding pattern disclosure methodology
  • Revised director information and company associations
  • Corrected financial data presentation
  • Updated definitions of Deemed Persons Acting in Concert
  • Revised timeline for various offer-related activities