Description

Open offer by Mr. Rajesh Ghosh and Dorni Vinimoy Private Limited to acquire up to 26% equity stake in Harmony Capital Services Limited at ₹10 per share.

Summary

Mr. Rajesh Ghosh and Dorni Vinimoy Private Limited (collectively “Acquirers”) have launched an open offer to acquire up to 31,52,994 fully paid-up equity shares representing 26% of the emerging equity and voting share capital of Harmony Capital Services Limited (CIN: L67120MH1994PLC288180). The offer price is ₹10 per equity share, payable in cash, made in compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Points

  • Acquirer 1: Mr. Rajesh Ghosh, 531 A B-M, P.C Sarani, New Alipore, Kolkata, West Bengal - 700053 (Contact: +91-9163660030, rajesh.ghosh@truvolt.com)
  • Acquirer 2: Dorni Vinimoy Private Limited, 18 Rabindra Sarani, Poddar Court, Gate No. 2, 5th Floor, Room No. 545, Kolkata, West Bengal - 700001 (Contact: +91-9339495600, dornivinimoy74@gmail.com)
  • Offer Size: Up to 31,52,994 equity shares (26% of emerging equity capital)
  • Offer Price: ₹10 per equity share (face value ₹10)
  • Payment Mode: Cash
  • Target Company: Harmony Capital Services Limited, registered office at WeWork Lightbridge, 6th Floor, Corporate No. 137, Hiranandani Business Park, Saki Vihar Road, Mumbai - 400072
  • Regulatory Basis: Made pursuant to Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011 for substantial acquisition accompanied with change in control and management
  • No Differential Pricing: Uniform offer price for all public shareholders

Regulatory Changes

This offer triggers compliance with SEBI (SAST) Regulations, 2011 due to substantial acquisition of shares and voting capital accompanied by change in control and management of the Target Company.

Compliance Requirements

  • For Shareholders: Existing public shareholders must review the Letter of Offer and decide whether to tender their shares during the tendering period
  • For Recent Sellers: Shareholders who recently sold shares should hand over the Letter of Offer and accompanying forms to the stock exchange member through whom the sale was executed
  • For Acquirers: Subject to all statutory approvals as may be required; applications for necessary approvals will be made if required before closure of tendering period
  • Conditional Payments: If statutory approvals extend to some but not all public shareholders, Acquirers have the option to make payment only to shareholders for whom no approvals are required

Important Dates

  • Tendering Period Commencement: Tuesday, February 10, 2026 (implied from the circular)
  • Price Revision Deadline: Up to 1 working day prior to commencement of tendering period (i.e., Tuesday, February 10, 2026) - any upward revision in offer price and/or offer size must be announced by public notice

Impact Assessment

Market Impact: High - This is a significant corporate action involving change in control and management of Harmony Capital Services Limited. The 26% stake acquisition will result in new controlling shareholders.

Shareholder Impact: High - Public shareholders must make a critical decision to either tender their shares at ₹10 per share or retain their holdings under new management. The offer provides an exit opportunity at the stated price.

Operational Impact: High - Change in control and management typically leads to potential strategic, operational, and governance changes in the target company.

Regulatory Impact: The transaction is structured in full compliance with SEBI takeover regulations, ensuring fair treatment of minority shareholders through the mandatory open offer mechanism.

Impact Justification

Major corporate action involving change in control and management through substantial acquisition of 26% equity stake; requires immediate shareholder attention and response.