Mayur Leather Products Ltd

Director changes

• Re-appointment of Rajendra Kumar Poddar as Director; effective 29 Sep 2026; 5-year term; retirement by rotation.
• Re-appointment of Manish Bihani as Director; effective 29 Sep 2026; 5-year term; retirement by rotation.
• Appointment of Mahesh Bhatter as Non-Executive Independent Director; effective 01 Oct 2026; 5-year term.
• Profiles: Poddar—long-tenured since 1987; Bihani—finance/Banking; Bhatter—CAO at Aikyam Capital Group.
• All three directors are not debarred by SEBI or any regulator.

Offer overview

• Open Offer to acquire 12,57,048 shares representing 26% from public shareholders at ₹27.92 per share.
• Maximum cash consideration ₹3.50 crore; payment upon full acceptance.
• Post-offer shareholding: Acquirer to hold 52.50%; Existing promoters to be reclassified.
• CSE trading suspended; BSE listing maintained; liquidity concerns noted.

Acquirer and SPA details

• SPA dated 15 Sep 2026; promoter Sellers selling 12,81,257 shares (26.50%).
• Acquirer Ghanshyam Hansrajani to acquire; escrow >100% of offer; escrow with Kotak Mahindra Bank.
• Offer size up to 12,57,048 shares; indicative schedule contingent on approvals.

Risks

• Target risks include losses and going concern uncertainties.
• Regulatory: post-offer promoter reclassification; potential board reconstitution.

Mayur Leather Products Ltd — Trading Window closed from October 01, 2026 till 48 hours after the declaration of the unaudited Standalone and Consolidated Financial Results for the quarter and half year ending September 30, 2026 (both days inclusive).

Open offer overview

• Open offer to acquire up to 12,57,048 equity shares (26.00%) of MLPL at INR 27.92 per share.
• Total consideration on full acceptance: INR 3.50 crore.
• Acquirer Ghanshyam Hansrajani to acquire 12,81,257 shares (26.50%) from promoter sellers under SPA dated 15 Sep 2026.
• Selling promoters are Seema Gupta, Sarita Gupta, Akhilesh Poddar, Rajesh V Gupta (HUF), and Mayur Global Private Limited.
• Post-Offer, promoter shareholders will be reclassified as public shareholders.
• Promoter sale under SPA: price INR 15 per sale share; aggregate INR 1.92 crore.
• Umesh Hansrajani (son of Acquirer) is Deemed PAC holding 11,67,337 shares (24.14%), not in concert with Acquirer.
• Escrow of INR 3.51 crore deposited; 100% of offer value secured.
• Offer not conditional on minimum acceptance; acquirer intends to retain listing on BSE.
• Identified Date: 10th working day prior to tendering; 26 Oct 2026; Tendering period: 9–23 Nov 2026.

Offer overview

• Open offer to acquire 12,57,048 shares (26%) of Mayur Leather at ₹27.92 per share.
• Total offer consideration is ₹3,50,96,780 on full acceptance.
• Acquirer Ghanshyam Hansrajani will acquire 12,81,257 promoter shares under the SPA at ₹15 each.
• Post-offer diluted stake for the Acquirer would be 52.50%; promoter group becomes public.
• Acquirer may appoint himself or a nominee to the Target Company's Board after 15 working days.
• Escrow deposit of ₹3,51,00,000 (₹3.51 crore) covers more than 100% of the offer.
• The Acquisition Window will be through BSE; CSE trading currently suspended.
• Deemed PAC Umesh Hansrajani holds 11,67,337 shares (24.14%), not acting in concert with the Acquirer.
• Promoters will cease to be promoters and be declassified as public after completion.

Open Offer Overview

• Acquirer: Ghanshyam Hansrajani; Deemed PAC: Umesh Hansrajani (not acting in concert).
• Target: Mayur Leather Products Limited.
• Triggered by a Share Purchase Agreement to acquire control under SEBI SAST.

Offer Details

• Offer size up to 12,57,048 shares, 26% of equity and voting capital.
• Offer price ₹27.92 per share; total ₹3,50,96,780 assuming full acceptance.
• Mode of payment: cash.
• Type: Triggered open offer under Regulations 3(1) and 4.

Transaction Background

• SPA dated 15 Sep 2026; sale of 12,81,257 shares representing 26.50%.
• Underlying transaction total consideration ₹1,92,18,855.
• Post-SPA, acquirer becomes promoter; sellers relinquish promoter status.
• Deemed PAC (son) not acting in concert with Acquirer.

Post-Offer Impact

• Pre-offer holding: 0%.
• Post-offer holding: 52.50% assuming full acceptance.
• Sellers to relinquish promoter status; Acquirer becomes promoter.
• Intention to retain listing; no delisting.
• Not conditional on minimum acceptance.

Timeline and Process

• Public Announcement dated 15 Sep 2026; Detailed Public Statement due by 22 Sep 2026.
• Tendering period to be specified in DPS/LOO.
• Public shareholders eligible to tender; Acquirer/Deemed PAC/Existing Promoters excluded.

Other Material Information

• Statutory approvals under SEBI SAST and LODR; stock exchange approvals as applicable.
• Not conditional on minimum acceptance; subject to underlying SPA completion.
• Promoter group members reclassified to Public on completion.

AGM notice and KYC/demat compliance

• 41st AGM of Mayur Leather Products Limited scheduled for September 29, 2026 in Jaipur.
• Annual Report for FY2025-26 accessible on the website via the path mayurgroups.com/wpkam/others/.
• Web-link with annual report details sent to members without registered emails as of Aug 28, 2026.
• Regulatory emphasis on SEBI circular requiring KYC updates including PAN, contact, and Demat status.
• Physical holders must update KYC details to enable electronic payments and avoid restricted transactions.
• RTA MUFG Intime India contact portal provided for service requests and updates.

Financial highlights

• Standalone total income fell to 97.24 Lakh from 173.94 Lakh YoY.
• Standalone PBT rose to 127.37 Lakh; PAT 127.37 Lakh.
• Consolidated PBT at 112.44 Lakh; PAT 112.40 Lakh.
• No dividend proposed for FY2025-26.

Audit & governance

• Auditors issued adverse opinions on standalone and consolidated statements.
• M/s Jain Paras Bilala resigned; M/s YG & Associates appointed as new statutory auditors.
• Secretarial Auditor ATCS & Associates engaged; governance changes occurred.
• Internal controls weaknesses noted; management will address; DRT matters ongoing.

Capital structure & corporate actions

• Authorized share capital unchanged at 58 lakh shares; issued paid-up at 48.34 lakh.
• Promoter Group holdings include Amita Poddar 14.19%, Mayur Global 14.81%.
• MOA amended to expand objects; land office shifted within Jaipur.

Subsidiaries & related parties

• One subsidiary Mayur Global Private Limited; intercompany advances disclosed.
• Intercompany advance to subsidiary of Rs 213.60 Lakh; balances disclosures.
• RPTs with related parties were in ordinary course and approved.

Operations and strategy

• Nature of business unchanged; MOA expansion includes consulting and outsourcing services.
• No manufacturing activity in FY2025-26; profits from other income.
• Management expects going concern given promoter support and future plans.

Risks and regulatory

• Company's Canara Bank borrowings classified as NPA; DRT cases ongoing.
• Material going-concern uncertainty highlighted by auditor; litigation pending.
• Statutory dues payable; several tax disputes.

AGM & shareholder matters

• Notice issued for 41st AGM on Sep 29, 2026; remote e-voting window Sep 26-28.
• Cut-off date for voting Sept 22, 2026.

AGM Details

• Date and time: 29 September 2026, 2:00 PM IST, physical AGM in Jaipur.
• Venue: Fusion Restro, C-28, Pankaj Singhvi Marg, Main Vidhan Sabha Road, Lalkothi, Jaipur.
• AGM mode: physical with remote e-voting available.
• Cut-off date for voting eligibility: 22 September 2026.
• Remote e-voting window: 26 September 2026, 09:00 AM to 28 September 2026, 05:00 PM.

E-voting Details

• E-voting portal: https://www.evotingindia.com/