IDC: open offer for 26% stake at ₹1.10 per share is fair and reasonable

Independent Directors' Committee recommends the open offer.

Fri 9 Oct 2026

Offer Size

Up to 3,90,06,240 shares = 26.00% of voting share capital

Offer Price

₹1.10 per share, cash, along with interest

Interest Component

Price was ₹1.00; ₹0.10 per share interest added for RBI approval delay

Committee's recommendation

The Independent Directors' Committee of the target company has recommended the open offer to public shareholders. It believes the offer price of ₹1.10 per equity share, along with applicable interest, is fair and reasonable and in line with the SEBI (SAST) Regulations, 2011.

What is being offered

• The offer is for the acquisition of up to 3,90,06,240 fully paid-up equity shares
• This represents 26.00% of the voting equity share capital of the target company
• Face value of each equity share is ₹1.00
• Offer price is ₹1.10 per equity share, along with interest, payable entirely in cash
• The acquirers are Mr. Nishad Jitendra Shah, M/s. Nishad Jitendra Shah HUF, Ms. Rajshree Nishad Shah, Mr. Parshwa Nishad Shah, Ms. Payal Paras Shah, M/s. Trupti Management Services Private Limited, M/s. Rocksolid Investments, M/s. Rocksolid Enterprise and M/s. Rockthree Framework LLP
• M/s. Kunvarji Finstock Private Limited is the Manager to the Offer

How the offer price compares

The update sets out statutory price parameters, and the offer price of ₹1.10 per equity share is stated to represent the highest of them:

• Highest negotiated price per equity share under an agreement attracting the obligation to make the open offer: 0.82
• Volume-weighted average price paid or payable by the acquirers in the 52 weeks immediately preceding the date of the PA: 0.74
• Highest price paid or payable for any acquisition by the acquirers in the 26 weeks immediately preceding the date of the PA: 0.83
• Volume-weighted average market price for 60 trading days immediately preceding the date of the PA on the exchanges: 0.84

Why the price is ₹1.10 and not ₹1.00

• The offer price was initially ₹1.00 per equity share, being the price at which the company proposed to issue up to 50 crore warrants on the same date on which the open offer was triggered through the SPA
• On account of the delay in obtaining statutory approval from RBI, interest of ₹0.10 per equity share has been added, resulting in a revised offer price of ₹1.10 per equity share

What the committee reviewed

• The Public Announcement dated March 10, 2026
• The Detailed Public Statement published on March 17, 2026
• The Draft Letter of Offer dated March 24, 2026
• The Letter of Offer dated September 29, 2026
• The committee notes that the equity shares of the target company are frequently traded on BSE Limited during the twelve calendar months preceding the month in which the PA was made

Committee members and their position

• Members are Mr. Amar Chokshi and Mr. Ajay Pratap Singh, Independent Directors on the board of the target company
• They do not hold any equity shares in the target company and have not entered into any other contract or relationship with it
• No trading in the equity shares of the target company was done by them during the offer period
• They hold no contracts and have no relationship with the acquirers in their personal capacities
• The acquirers consist of individuals, corporate bodies and unlisted entities, and none of the Independent Directors has traded in any securities of the acquirers

What shareholders may note

• A recommendation from the independent directors' committee is its opinion on whether the terms of the offer are fair; the decision to tender shares rests with each shareholder
• Consideration under the offer is entirely in cash, along with interest
• The offer size is 3,90,06,240 equity shares, equal to 26.00% of the voting equity share capital

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