Oseaspre Consultants Ltd

Open offer overview

• Open offer to acquire up to 1,82,000 equity shares (26% of Emerging Capital) at Rs 48 per share.
• Acquirer to buy 1,47,043 shares (21.01%) under SPA for Rs 70.58 Lakh.
• Board approved preferential issue of 5,00,000 shares; 3,25,000 to Acquirer and 1,75,000 to public.

Capital structure & offer mechanics

• Post-SPA holding would be 4,72,043 shares (67.43%) for the Acquirer.
• Open offer would raise Emerging Capital to 7,00,000 shares post-issuance.
• Promoter and promoter group would cease to be promoters after completion; holdings moved to public.

Funding, approvals & governance

• Open offer window opens on 9 November 2026 and closes on 23 November 2026.
• Maximum consideration for 1,82,000 shares is Rs 87.36 lakh.
• Escrow of Rs 90 lakh deposited with Axis Bank; exceeds 100% of offer.
• Funding via escrow; Manager to the Offer is Navigant; no bank borrowings.

Oseaspre Consultants Limited trading window closed from 1st October, 2026 till 48 hours after the declaration of the Un-Audited Financial Results of the Company for the quarter and half year ended 30th September, 2026

Open offer details

• Open offer for 1,82,000 shares (26%) at Rs 48 per share.
• Maximum consideration Rs 87.36 lakh on full acceptance.
• Acquirer to hold 6,54,043 emerging shares (93.43%) post-acceptance.
• SPA for 1,47,043 shares (21.01%) and proposed preferential issue of 5,00,000 shares.

Regulatory, financials and governance

• Offer not conditional on minimum acceptance; no competing offer.
• Regulatory approvals: only BSE approval for proposed preferential issue; others pending.
• Target has no revenue; H1 2026 revenue 0; net worth Rs 35.84 Lakh.
• SEBI order 2022 on Bombay Dyeing; SAT stayed; SAT set aside Jan 2026; Supreme Court ongoing.
• Escrow of Rs 90 Lakh with Axis Bank; board reconstitution planned post-completion.
• Manager Navigant and registrar Kfin appointed for open offer.

Open offer overview

• Open offer for 1,82,000 shares representing 26% of Emerging Equity and Voting Capital.
• Offer price Rs 48 per share; total consideration Rs 87.36 lakh if fully accepted.
• Cash offer under SEBI SAST Regulations; manager to the offer Navigant Corporate Advisors.
• Triggered by proposed preferential issue of 5,00,000 shares and related SPA.
• Board-approved preferential allotment: 3,25,000 shares to Acquirer; 1,75,000 to public.
• Acquirer to hold 4,72,043 shares post-transaction (67.43%).
• Sellers include Jehangir Nusli Wadia, Nowrosjee Wadia, Tristar Foundation, MSIL Investments; total 1,47,043 shares.
• EOGM scheduled 30 October 2026 to approve preferential issue; member approval required.
• Public announcement to be published by 25 September 2026; details to be uploaded.
• Not a competitive bid; no minimum acceptance condition; acquirer to be promoter post-transaction.

Promoter SPA and open offer

• SPA entered on 18 Sept 2026; Oseaspre Consultants Ltd not party to SPA.
• Sellers are promoter entities; acquirer is Mr. Nimesh Sahadeo Singh.
• Acquirer to buy 1,47,043 shares for Rs 70,58,064.
• Promoters hold 73.52% of the target; sale enables control transfer.
• Open Offer to public shareholders under SEBI Takeovers Regulations.
• Target company not party to SPA; no liability on target.
• Acquirer not related to promoter group; not related party transaction.
• Annexure A contains required disclosures under SEBI circular.

Issue details

• Up to 5,00,000 equity shares issued at Rs 48 to non-promoter public, subject to shareholder approval.
• Purpose: fund-raise via preferential issue.
• Issue type: preferential issue under Companies Act 2013 and SEBI rules.
• Category: non-promoter public allottees.

Capital changes & approvals

• Increase in authorized capital from Rs 20 lakh to Rs 70 lakh.
• New authorized shares: 7,00,000; subject to shareholder approval.
• EGM scheduled for 30 October 2026 to seek approval.

Allottees & ownership

• Total proposed allotments: 5,00,000 shares.
• Nimesh Sahadeo Singh – Pre 0%, Post 46.43%.
• Jaya Prem Rajdev – Pre 0%, Post 4.43%.
• Pramesh Wealth Private Limited – Pre 0%, Post 4.29%.
• Modi Jaymin Piyushbhai – Pre 0%, Post 4.29%.
• Vanita Pravin Patel – Pre 0%, Post 4.00%.
• Mittal Nilesh Sangani – Pre 0%, Post 4.00%.
• Neha Manish Shanghvi – Pre 0%, Post 4.00%.

Consideration & governance

• Aggregate raise: Rs 2.4 crore (5,00,000 shares at Rs 48).
• Nature of consideration: cash.
• Convertibles: Not applicable.
• Scrutinizer appointed for EGM: CS Nuren Nirmal Lodaya.

Meeting Details

• Meeting scheduled for 18 September 2026; time and venue not disclosed.

Key Agenda Items

• Proposal for fund raising by preferential issue/private placement, including issue price and regulatory/shareholder approvals.
• To transact incidental and ancillary matters as may be decided by the Board with Chairman's permission.

Other Notes

• No other material notes disclosed.

Resignation of CS & CFO

• Ganesh S. Pardeshi resigns as Company Secretary and Chief Financial Officer, effective close of business 11 September 2026.

Appointment of CS & Compliance Officer

• Sourabh Kothari appointed as Company Secretary and Compliance Officer with effect from 15 September 2026.
• Sourabh Kothari is ACS-48994, with over nine years in corporate secretarial and governance roles.
• No relationships with directors or promoters disclosed.

Independent Director Re-appointment

• Re-appointment of Nitin Hariyantlal Datanwala as Non-Executive Independent Director.
• Effective date and term: 10 August 2026 to 9 August 2031 for five years.
• Reason: Re-appointment subject to shareholder approval.
• Brief profile: Chartered Accountant and Company Secretary with over 50 years in corporate laws and governance.
• Disclosures of relationship: Not related to other directors.
• Independence confirmation: Fulfills independence criteria.
• Debarment status: Not debarred from Directorship.
• Shareholder approval: Re-appointment is subject to shareholders' approval.
• Board approval: Approved at the meeting held on 7 August 2026.