Description

Open offer by Mr. Rajesh Ghosh and Dorni Vinimoy Private Limited to acquire up to 26% equity shares of Harmony Capital Services Limited at ₹10 per share pursuant to SEBI (SAST) Regulations, 2011.

Summary

Mr. Rajesh Ghosh and Dorni Vinimoy Private Limited have launched an open offer to acquire up to 31,52,994 fully paid-up equity shares (26% of emerging equity and voting capital) of Harmony Capital Services Limited from public shareholders at ₹10 per equity share. The offer is made pursuant to Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011 following substantial acquisition of shares and voting capital accompanied by change in control and management.

Key Points

  • Acquirer 1: Mr. Rajesh Ghosh, 531 A B-M, P.C Sarani, New Alipore, Kolkata, West Bengal - 700053
  • Acquirer 2: Dorni Vinimoy Private Limited, 18 Rabindra Sarani, Poddar Court, Gate No. 2, 5th Floor, Kolkata - 700001
  • Offer Size: Up to 31,52,994 equity shares (26% of emerging equity and voting share capital)
  • Offer Price: ₹10.00 per equity share (face value ₹10), payable in cash
  • No differential pricing in this offer
  • Offer triggered due to substantial acquisition with change in control and management
  • Target Company CIN: L67120MH1994PLC288180
  • Registered Office: WeWork Lightbridge, 6th Floor, Hiranandani Business Park, Mumbai - 400072

Regulatory Changes

This is a mandatory open offer under SEBI (SAST) Regulations, 2011. No new regulatory changes are introduced; the offer complies with existing takeover code requirements for substantial acquisition accompanied by change in control.

Compliance Requirements

  • Public shareholders of Harmony Capital Services Limited can tender their shares during the tendering period
  • Acquirers must obtain all statutory approvals as required before closure of tendering period
  • If statutory approvals are required later, offer remains subject to such approvals
  • In case approvals extend to only some shareholders, acquirers may complete offer for those shareholders not requiring approvals
  • Upward revision in offer price/size possible up to 1 working day prior to tendering period commencement (Tuesday, February 10, 2026) with public announcement
  • Shareholders who sold shares recently should hand over Letter of Offer to stock exchange members through whom sale was effected

Important Dates

  • Tendering Period Commencement: Tuesday, February 10, 2026 (subject to any revisions)
  • Last Date for Price/Size Revision: 1 working day prior to tendering period commencement (Monday, February 9, 2026)

Impact Assessment

Corporate Impact: High - Change in control and management of Harmony Capital Services Limited. Existing public shareholders have opportunity to exit at offer price of ₹10 per share.

Shareholder Impact: Public shareholders holding up to 26% of equity can participate in the open offer and tender their shares for acquisition at the stated price.

Market Impact: Significant corporate action for HCSL shareholders. The offer provides exit opportunity at ₹10 per share, which equals the face value, indicating potential importance for shareholder decision-making based on current market price comparison.

Regulatory Compliance: Offer structured in compliance with SEBI (SAST) Regulations, 2011 for mandatory open offer following triggering events under Regulations 3(1) and 4.

Impact Justification

Major corporate action involving change in control and management of listed company through mandatory open offer under SEBI takeover regulations affecting 26% of equity share capital