Description

Open offer by Mr. Shaju Thomas and Mrs. Linta Purayidathil Jose to acquire 26% of expanded share capital of Hari Govind International Limited at INR 10 per equity share.

Summary

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

Key Points

  • Offer Size: Up to 22,16,500 equity shares (26% of expanded share capital)
  • Offer Price: INR 10 per equity share (face value INR 10), payable in cash
  • Acquirer 1: Mr. Shaju Thomas, 13/219, Thurutheth House, Poomthottam, Pathiriyal, Thiruvalli, Malappuram, Kerala – 676123
  • Acquirer 2: Mrs. Linta Purayidathil Jose, 13/219, Thurutheth House, Poomthottam, Pathiriyal, Thiruvalli, Malappuram, Kerala – 676123
  • Target Company: Hari Govind International Limited (CIN: L99999MH1989PLC050528)
  • Registered Office: 125, Wardhman Nagar Nr. Radha Krishna Mandir, Nagpur, Maharashtra, 440008
  • Not conditional upon minimum acceptance level
  • Not a competing offer under SEBI (SAST) Regulations
  • Contact: +91 9373126605, Email: hgil.ngp@gmail.com

Regulatory Changes

This open offer is structured in compliance with:

  • Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations
  • Regulation 15(1) and Regulation 13(2A)(i) of SEBI (SAST) Regulations
  • Made pursuant to Share Purchase Agreement and Preferential Allotment

Compliance Requirements

  • Letter of Offer will be sent to all public shareholders of Hari Govind International Limited
  • Public shareholders receiving the offer should consult stockbrokers or investment consultants for clarification
  • Form of Acceptance and transfer deed will accompany the Letter of Offer
  • Shareholders who have recently sold equity shares should hand over documents to the stock exchange member through whom sale was effected
  • Required statutory approvals must be obtained (as specified in paragraph 8.4 of the LOF)
  • Acquirers reserve right to withdraw offer under Regulation 23 of SEBI (SAST) Regulations if statutory approvals are refused or not received for reasons outside reasonable control

Important Dates

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

Impact Assessment

Market Impact: High - This is a significant takeover event involving acquisition of 26% stake in a publicly listed company. The open offer provides an exit opportunity for public shareholders at INR 10 per share.

Shareholder Impact: Public shareholders of Hari Govind International Limited will receive formal offer documents and have the option to tender their shares at the offer price. The offer price equals the face value, which may indicate the company’s current valuation status.

Regulatory Impact: The transaction is structured under SEBI takeover regulations involving both Share Purchase Agreement and Preferential Allotment, indicating a complex corporate restructuring that will result in significant ownership change in the target company.

Impact Justification

Major corporate action involving acquisition of 26% stake through open offer under SEBI takeover regulations, directly impacting public shareholders of Hari Govind International Limited