GSL Securities Ltd

Open Offer Overview

• Open offer for up to 11,11,526 shares, 26% voting capital, at ₹42 per share (₹4.6684 cr).
• Offer unconditional; no minimum acceptance; no competing bid.

Acquirers & Promoter Group

• Acquirers: Shrikant Mitesh Bhangdiya, Aarti Shrikant Bhangdiya, Sonal Kirtikumar Bhangdiya (MKS group).
• Promoter group sold 19,07,600 shares (44.62% pre-transaction).
• Post-transaction, promoters declassify; Acquirers to form promoter group.

Regulatory & Timeline

• RBI approval required for NBFC acquisition; application filed Sept 21, 2026.
• 180-day period to complete or terminate; withdrawal rights if approvals are not granted.

Ownership Impact & Compliance

• Post-Offer ownership expected to reach about 94.6% of voting rights per SPA.
• Target listed on BSE; CSE delisted; 25% minimum public shareholding required.

GSL Securities Ltd trading window closed from October 01, 2026; will open 48 hours after the announcement/ declaration of the un-audited Financial Results of the Company for the Quarter and Half Year ended September 30, 2026 is made by the Company to your esteemed Exchange.

Open Offer overview

• Open Offer to acquire 11,11,526 shares (26%) at Rs 42/share; value Rs 466.84 Lakhs.
• Acquirers: Shrikant Mitesh Bhangdiya; Aarti Shrikant Bhangdiya; Sonal Kirtikumar Bhangdiya (MKS group); each holds 7.99% (3,41,700 shares).
• SPA for 19,07,600 promoter shares (44.62%) at Rs 42; total Rs 801.19 Lakhs; EMD Rs 50 Lakhs; balance Rs 751.19 Lakhs on completion.
• Post-offer, if all accept, post-offer combined holding 40,44,226 shares, 94.59% of voting capital.
• The offer is not a delisting; Acquirers do not intend to delist.

Promoter group and governance

• On completion, Promoter Group will transfer control; Acquirers will join Promoter Group; declassification follows.

Target company profile and financials

• Target: GSL Securities Limited; NBFC; not generating operating revenue; income from capital gains; BSE code 530469; CSE delisted 2026-07-01.
• 2026 financials: total revenue Rs 5.59 Lakhs; net loss Rs 31.38 Lakhs; net worth Rs 975.66 Lakhs.

Regulatory approvals

• RBI approval required for NBFC control; withdrawal allowed if approvals not received; no minimum acceptance condition.

Proposed SPA and Open Offer

• SPA dated 16 Sep 2026 to sell up to 19,07,600 shares (44.62% voting).
• Acquirer to pay Rs 42 per share, aggregate Rs 8,01,19,200.
• Sellers comprise promoters and promoter group; parties listed in Annexure.
• Acquirer: Shrikant Mitesh Bhangdiya; Aarti Shrikant Bhangdiya; Sonal Kirtikumar Bhangdiya.
• Open offer disclosure submitted to stock exchange.
• Conditions precedent include receipt of relevant statutory approvals.
• Post-transaction, board to be reconstituted with acquirer’s directors.
• Acquirer currently holds 7.99% via three individuals.
• Acquirer not related to the company.

Open Offer Overview

• Acquirers: Shrikant Mitesh Bhangdiya, Aarti Shrikant Bhangdiya, Sonal Kirtikumar Bhangdiya
• PACs: No PACs identified in the Public Announcement
• Target: GSL Securities Limited
• Trigger: Open Offer under SEBI SAST Regulations due to SPA

Offer Details

• Offer size: Up to 11,11,526 shares (26.00% of voting share capital)
• Offer price: ₹42 per share; total ₹4,66,84,092
• Mode: Cash
• Type: Triggered open offer under SEBI SAST Regulations; not conditional
• Not conditional on minimum acceptance

Transaction Background

• SPA dated Sep 16, 2026 to acquire 19,07,600 shares (44.62%)
• Consideration: ₹8.01 crores
• Change in control: Promoter group sellers transfer control; acquirers become promoters
• Pre-transaction: 3,41,700 shares each (7.99%).
• Post-transaction: 6,35,867 shares each (14.87%).
• Total post-offer voting share: 44.62%

Post-Offer Impact

• Combined post-offer acquirer holding: 44.62% of voting capital
• Promoter status: acquirers promoted; selling promoters declassified
• Delisting/strategy: No delisting or business strategy change disclosed

Timeline and Process

• PA date: 16 September 2026
• DPS: Published by 23 September 2026
• Eligibility: Public shareholders eligible to tender; promoters/acquirers excluded

Other Material Information

• Regulatory framework: Open Offer under SEBI SAST Regulations triggered by SPA
• Not a competing offer
• Not an indirect acquisition
• Funding assurances: Acquirers confirm adequate funds available

Director appointments and resignations

• Appointed Additional Director: Shrikant Mitesh Bhangdiya; effective upon RBI approval.
• Appointed Additional Director: Aarti Shrikant Bhangdiya; effective upon RBI approval.
• Appointed Additional Director: Sonal Kirtikumar Bhangdiya; effective upon RBI approval.
• Appointed Additional Director: Chelikani Veera Venkata Suresh Babu; effective upon RBI approval.
• Resigned Managing Director: Santkumar Bagrodia; subject to RBI approval.
• Resigned Director: Shailja Bagrodia; subject to RBI approval.

MD Reappointment

• Shareholders confirmed Santkumar Bagrodia as Managing Director for a further one-year term commencing 01 Oct 2026.

AGM Details

• Date and time: 07 September 2026, 10:00 IST.
• Mode: Physical meeting with remote e-voting and poll.
• Venue: 25 & 26, 1st Floor, AC Market Building, Tardeo, Mumbai 400034.
• Voting cut-off: 31 August 2026.
• Shareholders on record (cut-off date 31 Aug 2025): 3,812.

Key Resolutions

• Adopt Audited financial statements for FY ended 31 March 2026.
• Appoint Mrs Shailja Bagrodia as Director, retires by rotation.
• Re-appoint Santkumar Bagrodia as Managing Director for one year.

Voting Results

• Resolution 1: Passed with requisite majority.
• Resolution 2: Passed with requisite majority.
• Resolution 3: Special MD re-appointment approved.

Dividend

• No dividend proposed or approved.

Director Changes

• Appointed Mrs Shailja Bagrodia as Director, retiring by rotation.
• Re-appointed Santkumar Bagrodia as Managing Director for one year.

Auditors

• No auditor appointments or changes disclosed.

Related Party Transactions

• No material related party transactions disclosed.

Other Approvals

• No ESOPs, amendments, borrowings, or other material approvals reported.

AGM details

• AGM held on 07 September 2026 at 10:00 AM at registered office, Mumbai (physical).
• Remote e-voting 04-06 September 2026; poll available at AGM.

Ordinary Business

• Adopt Audited Financial statements, Director's Report and Auditor's Report for year ended Mar 31, 2026.
• Appoint director in place of retired-by-rotation Mrs. Shailja Bagrodia, reappointment eligible.

Special Business

• Re-appoint Mr. Santkumar Bagrodia as Managing Director for a further period of one year.

Voting status

• Scrutinizer appointed; voting results to be declared within 2 working days from meeting; results not disclosed here.

Auditor status

• Auditors’ report had no qualifications; no changes to statutory or secretarial auditors noted.

Other details

• Meeting concluded at 10:45 AM; 48 members attended.