Description

Open offer by Mr. Shaju Thomas and Mrs. Linta Purayidathil Jose to acquire up to 22,16,500 equity shares (26% of expanded share capital) of Hari Govind International Limited at INR 10 per share.

Summary

Mr. Shaju Thomas and Mrs. Linta Purayidathil Jose have announced an open offer to acquire up to 22,16,500 fully paid-up equity shares (26% of expanded share capital) of Hari Govind International Limited at INR 10 per equity share. This open offer is being made pursuant to a Share Purchase Agreement (SPA) and a Preferential Allotment in compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Points

  • Acquirers: Mr. Shaju Thomas (Acquirer-1) and Mrs. Linta Purayidathil Jose (Acquirer-2)
  • Target Company: Hari Govind International Limited (CIN: L99999MH1989PLC050528)
  • Shares to be Acquired: Up to 22,16,500 equity shares (26% of expanded share capital)
  • Face Value: INR 10 per equity share
  • Offer Price: INR 10 per equity share, payable in cash
  • Registered Office: 125, Wardhman Nagar Nr. Radha Krishna Mandir, Nagpur, Maharashtra, 440008
  • Contact: +91 9373126605, Email: hgil.ngp@gmail.com
  • Website: www.hgil.in

Regulatory Changes

This open offer is made in accordance with:

  • Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations
  • Regulation 15(1) and Regulation 13(2A)(i) of SEBI (SAST) Regulations
  • The offer is triggered by a Share Purchase Agreement and Preferential Allotment
  • The offer is not conditional upon any minimum level of acceptance (Regulation 19)
  • This is not a competing offer (Regulation 20)

Compliance Requirements

  • Public shareholders who wish to participate must review the Letter of Offer (LOF) and Form of Acceptance
  • Shareholders who have recently sold their equity shares should hand over the LOF and Form of Acceptance to the member of stock exchange through whom the sale was effected
  • Statutory approvals required will be obtained as per Required Statutory Approval provisions
  • In case statutory approvals are not received or refused, acquirers reserve the right to withdraw the open offer under Regulation 23 of SEBI (SAST) Regulations
  • Where statutory approvals extend to some but not all public shareholders, acquirers may make payment to shareholders not requiring approvals

Important Dates

  • Date of Letter of Offer: October 10, 2025
  • Specific offer opening and closing dates to be communicated through detailed public announcement

Impact Assessment

Market Impact: This open offer represents a significant change in control transaction for Hari Govind International Limited, with the acquirers seeking to purchase 26% of the expanded share capital. Public shareholders have an opportunity to exit at the offer price of INR 10 per share.

Shareholder Impact: Existing public shareholders must evaluate whether to tender their shares at the offer price. The offer price equals the face value, which shareholders should assess against current market price and company fundamentals.

Corporate Control: Successful completion of this open offer will result in substantial ownership by the acquirers, potentially leading to changes in management and business strategy.

Regulatory Compliance: The transaction is subject to statutory approvals, and failure to obtain these may result in withdrawal of the offer, protecting shareholder interests through regulatory oversight.

Impact Justification

Material corporate action involving mandatory open offer for 26% stake acquisition under SEBI takeover regulations, significantly impacting public shareholders of Hari Govind International Limited.