Description

Open offer by Mr. Sachidanand Hariram Upadhyay to acquire up to 26% stake in Lords Mark India Limited (formerly Kratos Energy & Infrastructure Limited) at Rs. 30 per share under SEBI takeover regulations.

Summary

Mr. Sachidanand Hariram Upadhyay has initiated an open offer to acquire up to 2,60,000 equity shares representing 26% of the fully paid-up equity and voting share capital of Lords Mark India Limited (formerly Kratos Energy & Infrastructure Limited). The offer is made pursuant to Regulations 3(1) and 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, triggered by substantial acquisition of shares/voting rights accompanied with change in control. The offer price is Rs. 30 per equity share of Rs. 10 face value.

Key Points

  • Acquirer: Mr. Sachidanand Hariram Upadhyay, 48-year-old resident Indian from Mumbai
  • Target Company: Lords Mark India Limited (formerly Kratos Energy & Infrastructure Limited)
  • Offer Size: Up to 2,60,000 equity shares representing 26% stake
  • Offer Price: Rs. 30 per equity share (face value Rs. 10)
  • Regulatory Basis: SEBI (SAST) Regulations, 2011 - Regulation 3(1) and Regulation 4
  • Offer Type: Not conditional upon minimum acceptance level
  • This is not a competing offer
  • No statutory approvals required as on date of Letter of Offer
  • Shareholders cannot withdraw acceptance once tendered during tendering period
  • Last date for upward price revision: Thursday, October 09, 2025 (one working day before tendering period)

Regulatory Changes

This circular does not introduce regulatory changes but implements existing SEBI (SAST) Regulations, 2011 requirements for substantial acquisition of shares accompanied by change in control. The acquirer must comply with mandatory open offer obligations under Regulation 3(1) and 4.

Compliance Requirements

  • Acquirer must complete acquisitions contracted under share purchase agreements within 26 weeks from expiry of offer period
  • Extension may be granted by SEBI only in extraordinary and supervening circumstances
  • If offer price is revised upward before tendering period, acquirer must pay revised price for all shares validly tendered and accepted
  • Acquirer must publish revision announcement in same newspapers as detailed public statement
  • Target company shareholders must follow acceptance procedure outlined in Para 8 of Letter of Offer using enclosed Form of Acceptance

Important Dates

  • Letter of Offer Date: October 09, 2025
  • Last Date for Upward Price Revision: Thursday, October 09, 2025 (one working day before tendering period commencement)
  • Acquisition Completion Deadline: Within 26 weeks from expiry of offer period (subject to extension in extraordinary circumstances)

Impact Assessment

For Lords Mark India Limited Shareholders:

  • Exit opportunity at Rs. 30 per share for up to 26% of company’s equity
  • Potential change in control of the company
  • No withdrawal rights once shares are tendered during tendering period
  • Shareholders holding shares in dematerialized form must follow specific acceptance procedures

For the Company:

  • Significant ownership restructuring with potential change in management control
  • 26% stake acquisition may result in new strategic direction
  • Company registered office: 317, Maker Chamber V, Nariman Point, Mumbai

Market Impact:

  • Open offer provides price discovery mechanism at Rs. 30 per share
  • Non-conditional offer reduces uncertainty for participating shareholders
  • Transaction represents substantial acquisition under SEBI takeover code triggering mandatory open offer

Impact Justification

Major corporate action involving 26% stake acquisition and potential change in control of Lords Mark India Limited under mandatory SEBI takeover regulations