Krishna Capital and Securities Ltd

Financial highlights

• Board approves unaudited standalone and consolidated results for quarter ended June 30, 2026.
• Standalone total income Rs 32.91 Lakhs; standalone PAT Rs 0.11 Lakhs.
• Consolidated total income Rs 42.05 Lakhs; consolidated PAT Rs 12.59 Lakhs.
• NBFC activity only; single reportable segment.
• EPS not annualised for the quarter.
• Board date Aug 14, 2026; results filed on BSE and company website.
• Five complaints received, all disposed as of Aug 14, 2026.
• Share capital Rs 315.84 Lakhs; face value Rs 10 per share.
• Consolidated results have an unmodified audit opinion.

Meeting Details

• Board to meet on August 14, 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve standalone and consolidated unaudited financial results for the quarter ended June 30, 2026.

Executive Director resignation

• Vinodkumar Bhanwer Singh, Executive Director (Professional Director Category), resigns with immediate effect.
• Reason: personal reasons.
• Date of cessation: July 30, 2026; effective immediately.
• No material reasons beyond those stated in the resignation letter.
• Board/Executive Director role vacated; no replacement or committee reassignment disclosed.
• Annexure A and resignation letter enclosed with disclosure.

Resignation of Executive Director

• Executive Director Vinodkumar Bhanwer Singh resigns effective 30 July 2026 due to personal reasons.

Dematerialisation status

• Dematerialisation requests received during reporting quarter were confirmed to depositories (accepted/rejected) by registrar and transfer agent.
• Securities dematerialised were listed on the stock exchanges where the earlier issued securities are listed.
• Physical certificates for dematerialisation were mutilated/cancelled after verification; the depository's name substituted as registered owner within 15 days.

Meeting Details

• Board meeting scheduled for May 29, 2026 at 3:00 P.M.

Key Agenda Items

• Approve standalone and consolidated audited financial results for quarter and year ended March 31, 2026.

Other Notes

• No additional material items were disclosed.

Open offer

• Acquirers: Ashu Bishnoi and Yagnik Tank; target: Krishna Capital and Securities Limited.
• Mandatory triggered open offer arose from share purchase agreement and preferential allotment.

Offer terms

• Offer covers up to 83,04,508 equity shares, representing 25.04% of emerging voting capital.
• Offer price is 20.00 per share; total consideration is 16,60,90,160.
• Payment is in cash; offer type is mandatory and triggered.

Transaction background

• Underlying transactions include 13,53,892 shares via SPA and 2,35,00,000 via preferential allotment.
• Acquirers had no pre-transaction shareholding in the target company.
• Upon completion, acquirers will hold 3,31,58,400 shares, or 100% of emerging voting capital.

Shareholding impact

• Acquirer 1 post-offer holding: 1,28,29,200 shares, or 38.69%.
• Acquirer 2 post-offer holding: 2,03,29,200 shares, or 61.31%.
• Public shareholding falls below 25%; target must restore minimum public shareholding within 12 months.

Timeline

• Public announcement dated March 26, 2026.
• Detailed public statement dated April 4, 2026; draft letter filed April 13, 2026.
• Tendered shares accepted proportionately if valid tenders exceed offer size.

Approvals and conditions

• Escrow amount of 4,16,00,000 has been deposited.
• Escrow agreement and addendum are available for inspection.
• Offer is subject to applicable regulatory requirements and minimum public shareholding compliance.

Open Offer Overview

• Open Offer triggered by substantial acquisition and change of control under SEBI SAST Regulations.
• Acquirers: Ashu Bishnoi and Yagnik Tank; no persons acting in concert.
• Target: Krishna Capital and Securities Limited, an NBFC engaged in finance and securities trading.

Offer Details

• Offer to acquire 1,804,508 shares representing 5.44% of emerging voting share capital.
• Offer price: ₹20 per share, payable in cash; total consideration ₹36.09 crore assuming full acceptance.
• Offer period: May 22, 2026 to June 4, 2026.
• Offer is unconditional and not subject to minimum acceptance.
• No competing or revised offers as of date.
• Offer subject to RBI approval; other statutory approvals not currently required.
• Shares tendered must be free of liens and encumbrances.

Post-Offer Impact

• Post-offer, Acquirers will hold 266,58,400 shares (80.40% of emerging voting capital).
• Public shareholding will fall below minimum public float; Acquirers will take steps to comply with regulations.
• Existing promoters will cease to be promoters and be reclassified as public shareholders.
• Acquirers intend to continue existing business and may diversify; no plans to delist.
• Acquirers reserve right to restructure or pledge shares and assets in compliance with laws.

Key Dates and Timeline

• Public Announcement: March 26, 2026.
• Detailed Public Statement: April 6, 2026.
• Draft Letter of Offer filed: April 13, 2026.
• Last date for competing offer announcement: April 28, 2026.
• Letter of Offer dispatch: May 15, 2026.
• Offer opens: May 22, 2026; closes: June 4, 2026.
• Payment of consideration: June 18, 2026.
• Post-offer report and advertisement: June 25, 2026.

Board/Committee Recommendations

• Target Company to constitute Independent Directors Committee to provide reasoned recommendation.
• Committee’s recommendation to be published at least two working days before tendering period.

Financial Highlights

• Net worth as of March 31, 2025: ₹631.83 lakhs; profit after tax for FY 2024-25: ₹0.98 lakhs.
• Six months ended Sept 30, 2025 showed loss after tax of ₹7.38 lakhs.
• Total income for FY 2024-25: ₹56.57 lakhs; EPS for FY 2024-25: ₹0.03.
• No outstanding convertible instruments or partly paid shares.
• Equity shares are infrequently traded on BSE with 1.47% annualized turnover.