Description

Open offer by nine acquirers to purchase up to 21,86,333 equity shares (26% of emerging equity) of Covidh Technologies Limited at ₹10 per share following change in control and management.

Summary

Nine acquirers led by the Deshmukh and Garad families have launched a mandatory open offer to purchase up to 21,86,333 fully paid-up equity shares of Covidh Technologies Limited (CTL), representing 26% of the emerging equity and voting share capital. The offer price is ₹10 per equity share, payable in cash. This open offer is made pursuant to SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, following substantial acquisition of equity shares accompanied by change in control and management of the Target Company.

Key Points

  • Offer Size: Up to 21,86,333 equity shares (26% of emerging equity capital)
  • Offer Price: ₹10 per equity share (face value ₹10)
  • Payment Mode: Cash
  • Target Company: Covidh Technologies Limited (CIN: L72200TG1993PLC015306)
  • Nine Acquirers: Mr. Pratap Deshmukh, Mr. Laukik Deshmukh, Ms. Sharmila Deshmukh, Ms. Shubhangi Garad, Mr. Sumeet Garad, Ms. Ritu Garad, Mr. Dhairyasheel Yadav, Mr. Nandakumar Kadam, and Ms. Archana Lonkar
  • Trigger Event: Substantial acquisition under Regulations 3(1) and 4 of SEBI SAST Regulations with change in control and management
  • No Statutory Approvals Required: As on the date of Letter of Offer

Regulatory Changes

This circular does not introduce regulatory changes but implements existing SEBI (SAST) Regulations, 2011 requirements for mandatory open offers following:

  • Substantial acquisition of shares exceeding threshold limits
  • Change in control and management of the Target Company

Compliance Requirements

  • For Acquirers: Comply with SEBI SAST Regulations including Letter of Offer dispatch, acquisition window operation, payment obligations
  • For Public Shareholders: Review Letter of Offer and accompanying acceptance-cum-acknowledgement form and Transfer Deed; consult stockbroker or investment consultant if clarification needed
  • For Recent Sellers: Hand over Letter of Offer and forms to the Stock Exchange member through whom sale was affected
  • Target Company: Covidh Technologies Limited must cooperate with open offer process

Important Dates

  • Letter of Offer Date: December 19, 2025 (circular publication date)
  • Acquisition Window Opening: To be specified in detailed public announcement
  • Offer Period: Typically 10 working days as per SEBI SAST Regulations (specific dates to be announced)

Impact Assessment

Shareholder Impact (High):

  • Public shareholders of Covidh Technologies Limited have opportunity to exit at ₹10 per share
  • 26% of emerging equity capital available for acquisition under open offer
  • Change in control and management provides exit opportunity to existing investors

Company Impact (High):

  • Significant change in shareholding structure with new controlling shareholders
  • Change in control and management of Covidh Technologies Limited
  • Potential delisting implications if offer receives overwhelming response (though not specified as delisting offer)

Market Impact (Medium):

  • Price discovery mechanism through mandatory open offer price of ₹10 per share
  • Demonstrates compliance with takeover regulations following substantial acquisition
  • Sets precedent for valuation of technology services companies in acquisition scenarios

Impact Justification

Mandatory open offer for 26% equity following substantial acquisition and change in control of publicly listed company under SEBI SAST Regulations