Description

Notice of proposed offer for sale of 45,76,000 equity shares (3.63% of total capital) by promoters Boman Rustom Irani, Percy Sorabji Chowdhry and Chandresh Dinesh Mehta through stock exchange mechanism.

Summary

Keystone Realtors Limited (Script Code: RUSTOMJEE) has announced an Offer for Sale (OFS) of up to 45,76,000 equity shares of face value ₹10 each, representing 3.63% of the total issued and paid-up equity share capital. The OFS is being conducted by promoters Boman Rustom Irani, Percy Sorabji Chowdhry, and Chandresh Dinesh Mehta through the stock exchange mechanism on BSE and NSE. The primary objective is to achieve minimum public shareholding requirements as prescribed under SEBI regulations.

Key Points

  • Offer Size: 45,76,000 equity shares (3.63% of total issued capital)
  • Sellers: Three promoters - Boman Rustom Irani, Percy Sorabji Chowdhry, and Chandresh Dinesh Mehta
  • Face Value: ₹10 per equity share
  • Trading Platform: BSE (Script Code: 543669) and NSE (Script Code: RUSTOMJEE)
  • Settlement Method: Through designated OFS window in dematerialized form
  • Primary Objective: Achieving minimum public shareholding compliance under Rule 19(2)(b) and Rule 19A of Securities Contracts (Regulation) Rules, 1957 and Regulation 38 of SEBI LODR

Regulatory Changes

This OFS is conducted in accordance with:

  • SEBI Master Circular SEBI/HO/MRD-PoD2/CIR/P/2024/00181 dated December 30, 2024
  • SEBI Circular SEBI/HO/MRD/MRD-PoD-3/P/CIR/2024/6 dated January 23, 2024 (Framework for OFS to Employees)
  • SEBI Circular SEBI/HO/MRD/MRD-PoD-3/P/CIR/2024/82 dated June 14, 2024 (Modification in OFS Framework)
  • BSE Notice 20240701-19 dated July 01, 2024 (Revised Operational Guidelines)
  • NSE Circular 93/2024 dated July 12, 2024 (Revised Operating Guidelines)

Compliance Requirements

  • The OFS is being undertaken to comply with minimum public shareholding requirements under Securities Contracts (Regulation) Rules, 1957 and SEBI LODR Regulations
  • Shares will be sold through designated OFS windows on both BSE and NSE
  • All shares must be held in dematerialized form in demat accounts with relevant depository participants
  • The offer follows comprehensive SEBI OFS Guidelines and Stock Exchange Circulars

Important Dates

  • October 14, 2025: Notice date and circular issuance
  • October 15, 2025 (T Day): OFS for non-Retail Investors only
  • October 16, 2025 (T+1 Day): OFS for Retail Investors and non-Retail Investors who choose to carry forward unallotted bids from T Day

Impact Assessment

Market Impact: High - The sale of 3.63% equity by promoters will increase public float and may impact stock price during the OFS period. The two-day bidding structure allows for price discovery across investor categories.

Liquidity Impact: Positive - Increased public shareholding will enhance liquidity and potentially improve trading volumes in Keystone Realtors (RUSTOMJEE) shares.

Compliance Impact: The OFS enables the company to meet regulatory minimum public shareholding requirements, ensuring continued compliance with listing regulations.

Investor Categories: The phased approach (non-Retail on T Day, Retail and carry-forward bids on T+1 Day) provides structured participation opportunities for different investor segments.

Impact Justification

Significant OFS of 3.63% equity by promoters to achieve minimum public shareholding requirements, material impact on stock liquidity and price discovery