Description

Open offer by Mr. Tarak Bipinchandra Gor and Mr. Jayesh Sheshmal Rawal to acquire 26% of Filtron Engineers Limited's equity shares at ₹10 per share pursuant to SEBI SAST Regulations.

Summary

Mr. Tarak Bipinchandra Gor and Mr. Jayesh Sheshmal Rawal (the Acquirers) have initiated an open offer to acquire 1,65,14,290 fully paid-up equity shares representing 26% of the emerging voting share capital of Filtron Engineers Limited at ₹10 per equity share. This offer is made pursuant to Regulations 3(1) and 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, following substantial acquisition of shares/voting rights accompanied with change in control of the Target Company.

Key Points

  • Target Company: Filtron Engineers Limited (CIN: L57909PN1982PLC026929)
  • Acquirers: Mr. Tarak Bipinchandra Gor and Mr. Jayesh Sheshmal Rawal
  • Offer Size: 1,65,14,290 equity shares (26% of emerging voting share capital)
  • Offer Price: ₹10 per fully paid-up equity share (face value ₹10)
  • Payment Mode: Cash
  • Registered Office: Plot No. 36, WMDC Industrial Area, Ambethan Road, Chakan, Pune – 410501, Maharashtra
  • Regulatory Framework: SEBI (SAST) Regulations, 2011
  • Trigger: Substantial acquisition of shares/voting rights with change in control

Regulatory Changes

This open offer is triggered by Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011, which mandate open offers in cases of substantial acquisition of shares or voting rights accompanied by change in control. The offer complies with the regulatory requirement to make a public announcement and letter of offer to all public shareholders.

Compliance Requirements

  • For Public Shareholders: Shareholders of Filtron Engineers Limited will receive the Letter of Offer and Form of Acceptance cum Acknowledgement to participate in the open offer
  • For Acquirers: Must comply with all provisions of SEBI (SAST) Regulations including disclosure requirements, offer timelines, and payment obligations
  • Withdrawal Rights: Acquirers have right to withdraw the offer if: (i) statutory/regulatory approvals are not received or denied; (ii) conditions precedent to underlying transaction are not fulfilled; (iii) SEBI determines circumstances warrant withdrawal
  • Withdrawal Process: If withdrawn, acquirers must announce withdrawal with grounds within 2 working days as per Regulation 23(2)(a)

Important Dates

  • Circular Date: December 23, 2025
  • Specific offer opening and closing dates to be announced in subsequent communications

Impact Assessment

High Impact on:

  • Existing Shareholders: This represents a change in control transaction, providing exit opportunity to public shareholders at ₹10 per share
  • Company Governance: Change in control will result in new management and potential strategic direction changes
  • Market Liquidity: The offer provides liquidity to 26% of the company’s equity base

Corporate Action Significance: This is a mandatory open offer under takeover regulations, indicating significant corporate restructuring. Shareholders need to evaluate the offer price against current market price and future prospects to make informed decisions. The acquirers’ contact details are provided for shareholder queries: Mr. Tarak Gor (tarakgor@gmail.com, +91 9820545909) and Mr. Jayesh Rawal (rawaljayesh@gmail.com, +91 9833676161).

Note: No statutory approvals are currently required to acquire the tendered shares, though the offer remains subject to any approvals that may become necessary subsequently.

Impact Justification

Major corporate action involving takeover of 26% stake with change in control of Filtron Engineers Limited, mandatory open offer to public shareholders under SEBI SAST Regulations