Detailed Public Statement: Open Offer for 26% at Rs. 60.13 per share after change of control

Open Offer for 21,81,121 shares (26.00% of voting capital) at ₹ 60.13 per share, total ₹ 13,11,50,806.

Thu 1 Oct 2026

Open Offer Size

21,81,121 shares (26.00% of voting capital)

Offer Price per Share

₹ 60.13

Total Offer Value

₹ 13,11,50,806

Tendering Period

November 19 to December 03, 2026

Acquirer Shareholding Post-Offer

43,81,346 shares (52.23%)

What has happened

A Detailed Public Statement (DPS) has been published for a mandatory Open Offer to the public shareholders of the company, following a change of control.

The underlying deal

• Share Purchase Agreement dated September 24, 2026 between Arambhveer Limited (Acquirer) and the seller, Mr. Sandeep Gupta (existing promoter).
• Shares being sold: 21,85,430 equity shares, i.e. 26.05% of voting capital, at ₹ 30.00 per share, aggregating ₹ 6,55,62,900.
• After the deal the seller will hold NIL shares and will relinquish control and management, and be reclassified out of the promoter category.
• Non-selling promoters Mr. Umesh Kumar Kanodia and Mr. Atul Kumar Sultania (each 1,90,000 shares, 2.26%) also propose reclassification to public. Mr. Kanodia is to resign as Managing Director on or before reclassification.

The Open Offer terms

• Offer size: up to 21,81,121 equity shares of ₹ 10 face value, being 26.00% of voting share capital.
• Offer price: ₹ 60.13 per share, payable in cash, being the highest of the parameters under Regulation 8(2) — the 60-trading-day volume weighted average market price.
• Total consideration assuming full acceptance: ₹ 13,11,50,806.
• Not conditional on any minimum acceptance. If shares tendered exceed the offer size, acceptance will be proportionate.
• Escrow: cash deposit of ₹ 3,50,00,000 with Kotak Mahindra Bank.
• The acquirer and PACs intend to retain the listing; no delisting offer is proposed.

Shareholding effect

• The three PACs currently hold 14,795 shares together, being 0.18% of voting capital.
• After the share purchase alone: 22,00,225 shares, i.e. 26.23%.
• After the Open Offer with full acceptance: 43,81,346 shares, i.e. 52.23%.
• Total paid-up capital: 83,88,925 equity shares.

About the acquirer

• Arambhveer Limited was incorporated on March 05, 2026 in Pune; unlisted; paid-up capital ₹ 20,00,00,000.
• Net worth as on September 23, 2026: ₹ 1985.74 Lakhs. Provisional period results: total revenue 4.75 lakhs, loss after tax (14.26) lakhs, EPS (0.07).
• PAC net worths: ₹ 1,15,85,426; ₹ 95.43 Lakhs; ₹ 45.42 Lakhs.

Target company financials (₹ in lakhs)

• FY2026: Total income 158.72, profit after tax 30.69, EPS 0.37, net worth 2632.19.
• FY2025: Total income 93.18, profit after tax 26.91, EPS 0.32.
• FY2024: Total income 96.46, profit after tax 3.64, EPS 0.04.
• Business: specialised construction related activities. Shares are frequently traded, with annualised trading turnover of 40.88% of shares listed. The shares are currently trading under Enhanced Surveillance Measure (ESM): Stage 2.

Indicative timeline

• DPS published: October 01, 2026.
• Draft Letter of Offer with SEBI: October 09, 2026.
• Identified Date: November 04, 2026.
• Tendering period: November 19, 2026 to December 03, 2026.
• Payment / return of shares: by December 17, 2026.

What it means for a small shareholder

Shareholders other than the acquirer, PACs, the SPA parties and the existing promoter group may tender shares in the acquisition window on BSE at ₹ 60.13 per share during the tendering period. Participation is optional. Shares once tendered cannot be withdrawn. The acquirer says it will review operations and may explore diversification or expansion, subject to law.

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