Description

Open offer by Erramilli Venkatachalam Prasad and Rodrigues Bhagvandas Lily to acquire up to 9,60,000 equity shares (1.85% of existing voting share capital) of Cupid Breweries and Distillers Limited at ₹71.80 per share.

Summary

Erramilli Venkatachalam Prasad (Acquirer 1), Rodrigues Bhagvandas Lily (Acquirer 2), and Erramilli Rishab (Person Acting in Concert) have initiated an open offer to acquire up to 9,60,000 fully paid equity shares of Cupid Breweries and Distillers Limited (formerly Cupid Trades and Finance Limited). The offer price is ₹71.80 per equity share (face value ₹10), which includes ₹11.80 as interest at 10% per annum for a 717-day delay in making the open offer. The offer represents 100% of pre-preferential public shareholding or 1.85% of existing voting share capital on a fully diluted basis.

Key Points

  • Offer Size: Up to 9,60,000 equity shares representing 1.85% of existing voting share capital
  • Offer Price: ₹71.80 per equity share (includes ₹11.80 interest for delay)
  • Interest Component: 10% per annum calculated for 717 days (December 8, 2023 to November 24, 2025)
  • Target Company: Cupid Breweries and Distillers Limited (CIN: L11010MH1985PLC036665)
  • Regulatory Framework: Made under SEBI (SAST) Regulations 2011, specifically Regulations 3(1), 4, 15(1), and 13(2)(g)
  • Public Shareholding: Offer covers 100% of pre-preferential public shareholding (excluding deemed PACs from preferential allotment)
  • Payment Date: November 24, 2025 for successful public shareholders who tender shares

Regulatory Changes

This open offer is being made in compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The offer deviates from the standard 26% minimum requirement under Regulation 7(1) because the actual public shareholding (excluding deemed PACs from preferential allotment) is only 1.85% of the existing voting share capital. The acquirers are making an offer for 100% of available public shareholding.

Compliance Requirements

  • Eligible Shareholders: Public shareholders of Cupid Breweries and Distillers Limited holding 1.85% of existing voting share capital
  • Ineligible Participants: Public preferential allottees who are considered deemed PACs to the acquirers
  • Action Required: Eligible shareholders must review the Letter of Offer and Form of Acceptance-cum-Acknowledgement
  • Recent Sellers: Those who recently sold equity shares should hand over the Letter of Offer to the purchaser or the stock exchange member through whom the sale was effected
  • Consultation: Shareholders may consult stockbrokers, investment consultants, Manager to the Offer, or Registrar to the Offer for clarifications

Important Dates

  • Interest Calculation Start Date: December 8, 2023
  • Interest Calculation End Date / Payment Date: November 24, 2025
  • Interest Period: 717 days
  • Measurement Date for Offer Size: 10th working day from closure of tendering period

Impact Assessment

Market Impact: This takeover offer affects a limited portion (1.85%) of Cupid Breweries and Distillers Limited’s share capital, suggesting the acquirers already hold significant stake in the company. The inclusion of 10% interest for a 717-day delay indicates a regulatory compliance issue that is now being rectified.

Shareholder Impact: Public shareholders have the opportunity to exit at ₹71.80 per share, which includes compensation for the delayed offer. The limited public float suggests this is a closely held company, and the takeover will further consolidate ownership.

Operational Impact: The open offer follows a preferential allotment that triggered the takeover obligation under SEBI SAST Regulations. The completion of this offer will provide closure to the acquisition process and ensure regulatory compliance for the acquirers and the target company.

Impact Justification

High importance due to takeover offer under SEBI SAST Regulations. Medium impact as it affects 1.85% public shareholding with payment including 10% interest for 717-day delay.