Draft Letter of Offer shared for open offer at Rs. 48 per share with change in control
Draft Letter of Offer shared with SEBI for an open offer by Mr. Nimesh Sahadeo Singh to buy up to 1,82,000 shares (26.00% of emerging capital) at Rs. 48 per share.
- Offer Price
- Rs. 48 per share
- Shares Offered
- up to 1,82,000 equity shares (26.00% of emerging capital)
- Offer Period
- Opens 09.11.2026, closes 23.11.2026
- SPA Shares
- 1,47,043 shares (21.01% of emerging capital) at Rs. 48 per share
- Acquirer Holding After
- 4,72,043 shares (67.43% of emerging capital)
What was shared
The Manager to the Offer, Navigant Corporate Advisors Limited, has submitted to BSE a copy of the Draft Letter of Offer dated 29th September, 2026, which has also been shared with SEBI. It relates to a mandatory open offer under Regulations 3(1) and 4 of the SEBI (SAST) Regulations, 2011, accompanied by a change in control of the company.
The offer
- Acquirer: Mr. Nimesh Sahadeo Singh, an Indian resident of Mumbai. There are no Persons Acting in Concert.
- Shares sought: up to 1,82,000 equity shares of Rs. 10 each.
- That is 26.00% of the emerging equity and voting share capital.
- Offer price: Rs. 48/- per equity share, in cash.
- The offer is not conditional upon any minimum level of acceptance and is not a competing offer.
Why the offer was triggered
A Share Purchase Agreement dated 18th September, 2026 was executed between the Acquirer and the existing promoter and promoter group for 1,47,043 equity shares, representing 21.01% of the emerging capital, at Rs. 48 per share, aggregating Rs. 70,58,064. Sellers are Jehangir Nusli Wadia, Nowrosjee Wadia and Sons Limited, Tristar Charitable Foundation, Varnilam Investments and Trading Company Limited and MSIL Investments Private Limited, who will hold nil shares after the transaction.
Separately, the Board on 18th September, 2026 authorised a preferential allotment of 5,00,000 equity shares of Rs. 10 each, representing 71.43% of the emerging capital — 3,25,000 shares to the Acquirer (46.43% of emerging capital) and 1,75,000 shares to public category investors, each at Rs. 48 per share including a premium of Rs. 38 per share. Member approval is being sought at an EOGM to be held on October 30, 2026.
Capital before and after
- Existing paid-up capital: Rs. 20,00,000 divided into 2,00,000 equity shares of Rs. 10 each.
- Emerging capital after the preferential allotment: 7,00,000 equity shares.
- Acquirer's holding: Nil (0.00%) before, and a proposed 4,72,043 shares (67.43%) of the emerging capital after the triggering acquisitions.
Key dates
- Public Announcement: 18.09.2026; Detailed Public Statement published 22.09.2026.
- Draft Letter of Offer shared with SEBI: 29.09.2026.
- Last date for a competing offer: 14.10.2026.
- Identified Date: 26.10.2026; Letter of Offer dispatch by 02.11.2026.
- Offer opens: 09.11.2026. Offer closes: 23.11.2026.
- Payment of consideration: 08.12.2026.
Points shareholders should note
- In case of oversubscription, acceptance will be on a proportionate basis, so not all tendered shares may be accepted.
- Shares tendered are held in trust and cannot be traded or withdrawn during that period, and acceptances once tendered cannot be withdrawn during the tendering period.
- Since the Public Announcement was made under Regulation 13(2)(g), the Acquirer shall not withdraw the offer even if the proposed preferential issue is not successful.
- If delay occurs due to non-receipt of statutory approvals, interest at the rate of ten per cent per annum may be payable to shareholders whose shares are accepted, subject to SEBI.
- Shares under pledge cannot be tendered; none of the shares held by the promoter and promoter group are under pledge as on the date of the document.
- Locked-in shares may be tendered, with the residual lock-in continuing in the hands of the Acquirer.
- Registrar to the Offer: KFIN Technologies Limited. Update of the draft with SEBI does not mean it has been cleared, vetted or approved by SEBI.
More numbers
- Shares sought in open offer1,82,000 Equity shares
- Offer size as % of emerging capital26.00%
- Offer price per shareRs. 48/-
- Face value per shareRs. 10/- each
- Sale Shares under SPA1,47,043 equity shares
- SPA shares as % of emerging capital21.01%
- SPA total considerationRs. 70,58,064
- Preferential allotment total shares5,00,000 fully paid- up Equity Shares
- Preferential allotment as % of emerging capital71.43%
- Shares to Acquirer on preferential basis3,25,000 Equity Shares
- Existing paid up capitalRs. 20,00,000
- Acquirer holding post transaction4,72,043 (67.43%)
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