Draft Letter of Offer shared for open offer at Rs. 48 per share with change in control
An open offer has been shared for the company.
- Acquirer
- Mr. Nimesh Sahadeo Singh
- Offer Price
- Rs. 48/- per share
- Shares Offered
- up to 1,82,000 shares = 26.00% of emerging capital
- Offer Period
- Opens 09 Nov 2026, closes 23 Nov 2026
- Post-transaction Holding
- 4,71,293 shares (67.33% of emerging capital)
What was shared
Navigant Corporate Advisors, the Manager to the Offer, submitted a copy of the Draft Letter of Offer dated 29th September, 2026 to BSE; it has also been shared with SEBI. This relates to a mandatory open offer under Regulations 3(1) and 4 of the SEBI (SAST) Regulations, 2011, made along with a change in control.
Offer terms
- Acquirer: Mr. Nimesh Sahadeo Singh, an Indian resident individual. There are no persons acting in concert.
- Shares sought: up to 1,82,000 equity shares of Rs. 10/- each.
- That equals 26.00% of the emerging equity and voting share capital.
- Offer price: Rs. 48/- per share, in cash.
- The offer is not conditional on any minimum acceptance and is not a competing offer.
What triggered it
Two linked steps form the underlying transactions
- A Share Purchase Agreement dated 18th September, 2026 to acquire 1,46,293 shares, being 20.90% of emerging capital, from the existing promoter and promoter group (Ness Nusli Wadia, Nowrosjee Wadia and Sons, Goodeed Charitable Foundation, Varnilam Investments and Trading, Naperol Investments and MSIL Investments) for a total consideration of Rs. 70,22,064 at Rs. 48/- per share. The sellers would hold nil after the transaction.
- A preferential allotment authorised by the Board on 18th September, 2026 of 5,00,000 shares representing 71.43% of emerging capital: 3,25,000 shares to the acquirer (46.43% of emerging capital) and 1,75,000 shares to public category investors, both at Rs. 48/- per share including a premium of Rs. 38/- per share. Member approval is being sought at an EOGM on October 30, 2026.
Capital picture
- Existing paid-up capital: Rs. 20,00,000 divided into 2,00,000 shares of Rs. 10/- each.
- Emerging capital after the preferential allotment: 7,00,000 shares.
- Acquirer's holding pre-transaction: nil (0.00%). Proposed holding after the triggering acquisitions: 4,71,293 shares, or 67.33% of emerging capital.
- The negotiated price of Rs. 48/- per share is the highest of the SPA price and the preferential issue price.
Key dates
- Public Announcement: 18.09.2026; Detailed Public Statement published 22.09.2026.
- Identified Date: 26th October, 2026 (only to decide who is sent the Letter of Offer).
- Last date for revising the offer price: 05.11.2026.
- Offer opens Monday, 09th November, 2026 and closes Monday, 23rd November, 2026.
- Payment of consideration: 08.12.2026.
Points shareholders should note
- Update with SEBI does not mean SEBI has cleared, vetted or approved the document; SEBI comments on the draft are expected by 22.10.2026.
- If the offer is oversubscribed, acceptance is on a proportionate basis, so not all tendered shares may be accepted.
- Once tendered, shares are held in trust and cannot be traded or withdrawn during that period.
- Shares already pledged by a shareholder cannot be tendered. As on the date of the draft, none of the promoter and promoter group shares are under pledge.
- Locked-in shares may be tendered, with the residual lock-in continuing in the acquirer's hands.
- All shareholders other than the acquirer, sellers and promoter group are eligible to participate.
- In case of delay due to non-receipt of statutory approvals, interest at ten per cent per annum may be payable to shareholders whose shares are accepted, subject to SEBI.
Registrar to the Offer is KFin Technologies Limited; the buying broker is Allwin Securities Limited.
More numbers
- Shares sought in open offer1,82,000 Equity shares
- Open offer size as % of emerging capital26.00%
- Offer price per shareRs. 48/-
- Face value per shareRs. 10/-
- Sale Shares under SPA1,46,293 equity shares
- Sale Shares as % of emerging capital20.90%
- SPA total considerationRs. 70,22,064
- Preferential allotment shares5,00,000 fully paid- up Equity Shares
- Preferential allotment as % of emerging capital71.43%
- Shares to acquirer in preferential issue3,25,000 Equity Shares
- Premium per share in preferential issueRs. 38/-
- Acquirer holding post transaction4,71,293 (67.33%)
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