Draft Letter of Offer shared for open offer at Rs. 2.24 per share for up to 26% stake

Open offer draft letter shared with BSE by three acquirers for public shareholders.

Tue 6 Oct 2026

Offer Price

₹ 2.24 per equity share

Offer Size

Up to 9,92,12,282 shares (26% of expanded voting capital)

Maximum Consideration / Offer Period

Rs. 22,22,35,512; opens Nov 16, 2026, closes Nov 30, 2026

An open offer to the public shareholders of the target company, made through a Draft Letter of Offer shared with the exchanges.

What the offer proposes

• Acquirers: Acquirer-1 Mr. Arpit Agarwal, Acquirer-2 Ms. Megha Agarwal and Acquirer-3 M/s Arpit Agarwal (HUF).
• Up to 9,92,12,282 equity shares of face value INR 1/- each, representing 26% of the expanded voting equity share capital on a fully diluted basis.
• Offer price: ₹ 2.24/- per equity share, payable in cash.
• Maximum consideration assuming full acceptance: Rs. 22,22,35,512.
• The offer is made for control over the target company and is not conditional upon any minimum level of acceptance.

Why the offer is being made

The open offer has been triggered pursuant to a proposed preferential issue, which is subject to approval of the shareholders of the target company and other applicable regulatory requirements. Any delay, failure or non-completion of the preferential issue may affect the proposed change in shareholding and voting rights of the acquirers and the consummation of the open offer.

Share capital context

• Pre-issue paid-up share capital: Rs. 10,94,00,000 divided into 10,94,00,000 equity shares of Re. 1/- each.
• Proposed preferential allotment: 27,21,85,700 equity shares of face value ₹1/- each, approved by the Board on September 21, 2026.
• Expanded voting equity share capital after the preferential issue: 38,15,85,700 equity shares of face value Re. 1/- each.

Timelines indicated

• Draft Letter of Offer shared with SEBI: October 06, 2026.
• Identified Date: October 30, 2026.
• Last date for upward revision in offer price or offer size: November 12, 2026.
• Offer opens: November 16, 2026. Offer closes: November 30, 2026.
• Last date for post-offer advertisement: December 07, 2026; last date for communicating acceptance or rejection and completing payment or refund: December 14, 2026.
• These timelines are stated as indicative and subject to receipt of regulatory approvals.

Points for shareholders from the risk factors

• If shares validly tendered exceed the offer size, acceptance will be on a proportionate basis; there is no assurance that all tendered shares will be accepted.
• Once tendered, shares cannot be withdrawn from the offer and cannot be traded while held in the pool account until the applicable formalities are completed.
• A lien is marked on the tendered shares; the lien on unaccepted shares is released.
• The acquirers reserve the right to withdraw the offer in specified circumstances, including refusal of statutory approvals, and the offer process may be delayed by litigation or regulatory directions.
• Shareholders are advised to consult their own legal, tax and investment advisors regarding participation.

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