Description

Open offer by Dynalog (India) Limited and promoters to acquire up to 26% of voting share capital of EMA India Limited at Rs 124 per equity share pursuant to SEBI SAST Regulations 2011.

Summary

Dynalog (India) Limited along with five individual acquirers (Mr. Shivaji Dattatraya Adhalrao and family members) have launched an open offer to acquire up to 2,61,300 fully paid-up equity shares representing 26.00% of the voting share capital of EMA India Limited. The offer price is Rs 124.00 per equity share of face value Rs 10, payable in cash, in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Points

  • Acquirers: Dynalog (India) Limited and five individuals (Shivaji Adhalrao, Kalpana Adhalrao, Akshay Adhalrao, Apurva Adhalrao, Madhuri Adhalrao)
  • Target Company: EMA India Limited (CIN: L27201UP1971PLC003408)
  • Offer Size: Up to 2,61,300 equity shares (26.00% of voting share capital)
  • Offer Price: Rs 124.00 per equity share (face value Rs 10)
  • Payment Mode: Cash
  • Regulatory Basis: SEBI (SAST) Regulations 2011, Regulations 3(1) and 4
  • Offer Type: Unconditional offer, not subject to minimum level of acceptance
  • Not a competing offer under Regulation 20 of SEBI (SAST) Regulations 2011
  • Statutory Approvals: None required as on date; offer subject to any approvals if required later
  • Price Revision: Any upward revision prior to one working day before tendering period will be announced and applicable to all shareholders

Regulatory Changes

This circular does not introduce regulatory changes. It represents compliance with existing SEBI (SAST) Regulations 2011 requirements for mandatory open offer following substantial acquisition of shares.

Compliance Requirements

  • Eligible Equity Shareholders of EMA India Limited must review the Letter of Offer
  • Shareholders who wish to participate must submit acceptance forms during the tendering period
  • Shareholders who have sold their shares should forward the Letter of Offer to the relevant stock exchange member
  • Acquirers must comply with SEBI (SAST) Regulations 2011 regarding offer process, payment, and disclosure requirements
  • Manager to the Offer and Registrar to the Offer will facilitate the tender and acceptance process

Important Dates

  • Announcement Date: November 12, 2025
  • Tendering Period: To be announced (eligible shareholders will receive specific dates)
  • Price Revision Deadline: One working day before commencement of tendering period (if applicable)

Impact Assessment

Shareholder Impact: Eligible equity shareholders of EMA India Limited have the opportunity to tender their shares at Rs 124 per share. This represents a takeover situation where the acquirer group is seeking to increase their stake by 26% of voting capital.

Market Impact: The open offer signals a significant ownership change in EMA India Limited. The acquirer group (Dynalog India Limited and Adhalrao family) is consolidating control, which may lead to changes in company management and strategic direction.

Trading Impact: Shareholders should evaluate the offer price of Rs 124 against current market price and their investment objectives. The unconditional nature of the offer (no minimum acceptance threshold) provides certainty of execution for participating shareholders.

Corporate Governance: The acquisition window takeover under SEBI SAST regulations ensures minority shareholder protection through mandatory offer disclosure and fair pricing mechanisms.

Impact Justification

Mandatory open offer for 26% acquisition of EMA India Limited by Dynalog (India) Limited and promoters under SEBI SAST Regulations, directly impacting shareholders with offer price of Rs 124 per share