Description

Open offer by Mr. Varshit Janak Shah to acquire up to 2,60,000 equity shares (26% stake) of Bhairav Enterprises Limited at ₹19 per share under SEBI (SAST) Regulations.

Summary

Mr. Varshit Janak Shah has initiated an open offer to acquire up to 2,60,000 fully paid-up equity shares representing 26% of the voting share capital of Bhairav Enterprises Limited (BEL) from public shareholders. The offer price is set at ₹19 per equity share, payable in cash. This acquisition is being made pursuant to Regulation 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and involves substantial acquisition accompanied by change in control and management of the target company.

Key Points

  • Acquirer: Mr. Varshit Janak Shah
  • Target Company: Bhairav Enterprises Limited (CIN: L51909MH1984PLC217692)
  • Offer Size: Up to 2,60,000 equity shares (26% of fully paid-up equity and voting share capital)
  • Face Value: ₹10 per share
  • Offer Price: ₹19 per equity share (cash payment)
  • Regulation: SEBI (SAST) Regulations, 2011 - Regulation 4
  • Nature: Substantial acquisition with change in control and management
  • No differential pricing in this offer
  • Acquirer Contact: +91 9819913128, shahvarshit@gmail.com
  • Acquirer Address: Flat No. 1703, 17th Floor, Agarwal Palazzo, Plot No. 695 A and 695 B, R M Bhattad Road, Near Korakendra Ground, Borivali (West), Mumbai 400092

Regulatory Changes

This open offer is made in compliance with SEBI (SAST) Regulations, 2011, specifically under Regulation 4 which governs substantial acquisitions of shares and voting capital accompanied by change in control.

Compliance Requirements

  • For Public Shareholders: Letter of Offer sent to all shareholders with form of acceptance-cum-acknowledgement and Transfer Deed
  • Statutory Approvals: As of the Letter of Offer date, no statutory approvals are required to acquire validly tendered equity shares; however, the offer is subject to any approvals that may subsequently become necessary
  • Withdrawal Conditions: Acquirer cannot withdraw the open offer except under circumstances provided in Regulations 23(1)(a) to (d) of SAST Regulations
  • Price Revision Notification: Any upward revision in offer price and/or offer size must be announced via public announcement in the same newspapers where the original Detailed Public Statement appeared
  • Withdrawal Notification: If withdrawn pursuant to Regulation 23, announcement must be made within 2 working days in the same newspapers
  • Recent Sellers: If equity shares were recently sold, the Letter of Offer should be handed over to the stock exchange member through whom the sale was effected

Important Dates

  • Last Date for Price/Size Revision: Wednesday, October 08, 2025 (1 working day prior to commencement of Tendering Period)
  • Tendering Period Commencement: Thursday, October 09, 2025 (implied)
  • Withdrawal Notification Period: Within 2 working days of withdrawal decision

Impact Assessment

Market Impact: This open offer represents a significant corporate action involving change in control and management of Bhairav Enterprises Limited. The acquisition of 26% stake by a single acquirer will result in substantial changes to the company’s shareholding pattern and governance structure.

Shareholder Impact: Public shareholders have the opportunity to exit their investment at ₹19 per share. The offer provides liquidity to shareholders who wish to tender their shares during the specified tendering period.

Operational Impact: The change in control and management indicates potential strategic shifts in the company’s operations and direction post-acquisition. Shareholders should evaluate the offer price against current market price and future prospects before deciding to tender shares.

Regulatory Impact: The transaction demonstrates compliance with SEBI’s takeover regulations, ensuring fair treatment of public shareholders and transparency in the acquisition process. The flexibility for statutory approvals and payment to eligible shareholders ensures regulatory compliance throughout the process.

Impact Justification

High importance due to substantial acquisition involving change in control and management of Bhairav Enterprises Limited. Significant impact on public shareholders with 26% stake acquisition offer.