Shilp Gravures Ltd. — M&A Activity 2024

Dec 12, 2024

®

CIN : L27100GJ1993PLC020552

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December 12, 2024

To,

BSE Limited

Corporate Relationship Department P J Tower, Dalal Street, Fort, Mumbai – 400001

Security Code: 513709

Dear Sir/Madam,

Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Ref: Public Announcement in relation to Open Ofer to public shareholders of the Company under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we write to inform you that the Company is in receipt of Public Announcement dated 12[th] December, 2024 in relation to an Open Offer to the public shareholders of the Company issued by Aikyam Sampati Management LLP and Mr. Pranav Chandrakant Bhalara (the “Acquirers”), for acquiring equity shares of the Company as per the requirements of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

A copy of the public announcement received by the Company is enclosed herewith. You are requested to take this information on record.

Thanking you,

For Shilp Gravures Limited

Digitally signed by Harsh Rameshbhai Hirpara Harsh DN: c=IN, o=Personal, title=8285, 2.5.4.20=19b6a33db32dbd5cffaf16968a00b2d55 4bd49c27e4e844e54fc66e6b79fcf31, Rameshbhai postalCode=380015, st=Gujarat, serialNumber=d8b63648b30ca2285caaeae18b20 c80896bb43fc4478f17c8c574dc3986a40a4, cn=Harsh Rameshbhai Hirpara Hirpara Date: 2024.12.12 13:40:10 +05'30' Harsh Hirpara Company Secretary

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Encl: a/a

December 12, 2024

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SEBI REGN. NO. MB/INM000012810

To, The Compliance Officer,

Shilp Gravures Limited,

778/6 Pramukh Industrial Estate, Sola - Santej Road, Village: Rakanpur, Kalol, Gujarat, India, 382721

• Sub.: Open Offer for the acquisition of 15,98,948 (Fifteen Lakh Ninety- Eight Thousand Nine Hundred Forty- Eight) Equity Shares of the face value of Rs. 10/- each, being constituting 26.00 213.00/- (Rupees Two Hundred And Thirteen Only) Per Equity Share by

• Aikyam Sampati Management LLP (Acquirer No. 1), Mr. Bhalara Pranav Chandrakant (Acquirer No. 2) pursuant to and in compliance with regulation 3(1) & 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Regulation 12(1) of the SEBI (SAST) Regulations, 2011. In this regard, pursuant to Regulation 14(2) of the SEBI (SAST) Regulations, 2011 we are enclosing the following for your kind reference and records: -

1. A copy of Public Announcement dated December 12, 2024.

We request you to kindly consider the attachment as good compliance and disseminate it on your website.

Thanking you,

For GYR Capital Advisors Private Limited

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Mohit Baid (Director)

CIN: U 67200 GJ 2017 PTC 096908 SEBI Registration No: INM000012810 info@ gyrcapitalavdisors.com www.gyrcapitalavdisors.com (Formerly Known as Alpha Numero Services Private Limited)

PUBLIC ANNOUNCEMENT UNDER THE PROVISIONS OF REGULATION 3(1) AND 4 READ WITH REGULATIONS 13 (1), 14, AND 15 (1) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENTS THERETO

FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF SHILP GRAVURES LIMITED

CIN No.: L27100GJ1993PLC020552

Reg. Office: 778/6 Pramukh Industrial Estate, Sola - Santej Road, Village: Rakanpur, Kalol, Gujarat, India, 382721 Contact No: +91 9925246511 Email Id: cs@shilpgravures.com Website: www.shilpgravures.com

Open offer for acquisition of 15,98,948 (Fifteen Lakh Ninety Eight Thousand Nine Hundred Forty Eight) fully paid up Equity Shares of face value of 10/- each -Six Percent) of the voting Share Capital of Shilp Gravures SHILGRAVQ the public shareholders of Shilp Gravures Limited SHILGRAVQ ) at an offer price of 213/- (Rupees Two Hundred Thirteen Only) per Equity share of the Target Company by Aikyam Sampati Management LLP (Acquirer No. 1) and Mr. Pranav Chandrakant Bhalara (Acquirer No. 2) A 3(1) & 4 of the Securities and Exchange Board Of India (Substantial Acquisition Of Shares And Takeovers) Regulations 2011,

This Public Announcement is being issued by GYR Capital Advisors Private Limited Open for and on behalf of the Acquirers to the Public Shareholders of the Target Company, pursuant to and in compliance with Regulation 3(1) & 4 read with Regulations 13, 14, and 15(1) and other applicable provisions of the of SEBI (SAST) Regulations.

Definitions :

means the fully paid-up and diluted equity shares of the Target Company of face value of Rs.10/-

(Rupees Ten Only) Each.

refers to GYR Capital Advisors Private Limited, the Manager to the Open Offer

means the open offer for acquisition of up to 15,98,948 (Fifteen Lakh Ninety Eight Thousand Nine Hundred Forty Eight) Equity Shares, representing 26.00% of the Fully Paid-up Equity Share Capital of the Target Company.

has the meaning described to such term under paragraph 1.

has the meaning described to such term under paragraph 1.

means Shareholders of Target Company other than Parties to the Agreement.

means the share purchase agreement dated December 12, 2024 executed between the Acquirers and the Sellers for the sale of the Sale Shares by the Sellers to the Acquirers.

Target Company

SHILPGRAVQ refers to M/s Shilp Gravures Limited.

Underlying Transaction refers to the transaction for sale and purchase of the Sale Shares as contemplated under the Share Purchase Agreement.

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means total voting equity capital of the Target Company on a fully diluted basis expected as of tenth (10[th] ) working day from the closure of the tendering period of the Offer.

means any working day of SEBI.

1) OFFER DETAILS

• Size: This Open Offer is being made to the public shareholders to acquire up to 15,98,948 Equity Shares of face value of 10/- (Rupees Ten Only) each of the Target Equity Shares 26.00% of the Voting capital of the Target Company, subject to the terms and conditions mentioned in this PA, the Detailed Public Statement that will be published and the Letter of Offer that is proposed to be issued in accordance with the SEBI (SAST) Regulations.

• Offer Price / Consideration: The Equity Shares of the Target Company are frequently traded in terms of the SEBI (SAST) Regulations, 2011.This Open Offer is being made at a price of 213/- (Rupees Two Hundred Thirteen Only) per fully paid up Equity Shares Offer Price which is in accordance with Regulation 8(1) & (2) of the SEBI (SAST) Regulations. Assuming full acceptance of the Open Offer, the total consideration payable to the Public Shareholders by the Acquirers in accordance with the SEBI (SAST) Regulations will be 34,05,75,924/(Rupees Thirty Four Crores Five Lakhs Seventy Five Thousand Nine Hundred Twenty Four only).

• Mode of Payment: The Offer Price is payable in cash, in accordance with the provisions of Regulation 9(1)(a) of the SEBI (SAST) Regulations.

• Type of Offer: This is a triggered offer, being made by the Acquirers in accordance with Regulation 3(1) & 4 of the SEBI (SAST) Regulations, 2011 pursuant to the execution of Share Purchase Agreement entered by and amongst the Acquirers and the Sellers for substantial acquisition of shares, voting rights, and control over the Target Company by the Acquirers. The offer is not subject to any minimum level of acceptance.

• 2) TRANSACTION WHICH HAS TRIGGERED THE OPEN OFFER OBLIGATIONS (UNDERLYING TRANSACTION)

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Details of Underlying Transaction
Shares / Voting
Total
Rights acquired /
Conside-
proposed to be Mode of
Type of Trans- ration for
Mode of Transaction acquired payment Regulation
action Shares /
(Agreement / Allotment (Cash / which has
(Direct / / Market Purchase) % vis a Voting Rights Securitie triggered
Indirect) vis total (VR) s)
Number Equity / acquired
Share ( in Crores)
Capital
Share Purchase
37,36,207
Direct Agreement
Equity 60.75% 59.54 Cr Cash Reg. 3(1) & 4
Acquisition dated December 12,
Shares
2024
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Note: Upon completion of the Offer, the existing Promoter Sellers shall cease to be promoters of the Target Company and the Acquirers shall be the new promoters of the Target Company, subject to compliance with conditions specified in Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended.

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3) ACQUIRERS

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Details Acquirer No. 1 Acquirer No. 2 Total
Name of Acquirer(s) Aikyam Sampati Management LLP Mr. Pranav Chandrakant Bhalara -
Om Decora 9 Square Wing-A, 504 Vivan, Tanti Park Corner, Behind -
Address Office 5th Floor, Nana Mava Circle, Imperial Height, 150 ft Road, Rajkot,
Rajkot, Gujarat, India - 360001 Gujarat, India-360005
1. Pranav Chandrakant Bhalara NA -
Names of Persons in Control /
(Designated Partner)
Promoters of Acquirers where
2. Pratik Kothari
Acquirer are Companies
(Designated Partner)
Name of the Group, if any, to which NA NA -
the Acquirer belongs to
Pre-Transaction Shareholding (A)
Number Nil Nil Nil
% of total Equity Shares Capital Nil Nil Nil
Equity Shares acquired through SPA transaction (B)
Number 37,31,207 5,000 37,36,207
% of total Equity Shares Capital 60.67% 0.08% 60.75%
Proposed shareholding after the acquisition of Offer Shares (C) (Assuming full acceptance in this Offer) (C)
Number 15,98,948 - 15,98,948
% of total Equity Shares Capital 26.00% - 26.00%
Post-Offer Shareholding assuming full acceptance of the Offer Shares in the Offer, on diluted basis on 10th Working Day after closing of Tendering
Period (A+B+C)
Number 53,30,155 5,000 53,35,155
% of total Equity Shares Capital 86.67% 0.08% 86.75%
As on date of this Public Announcement, except for equity shares proposed to be acquired pursuant to the execution of the
Any other interest in the TC
SPA, the Acquirers do not have any other interest or any other relationship in or with the Target Company
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Note: There are no persons acting in concert ("PACs") with the Acquirers for the purposes of this Offer. While persons may be deemed to be acting in concert with the Acquirers in in concert with the Acquirers for the purposes of this Offer, within the meaning of Regulation 2(1)(q)(1) of the SEBI (SAST) Regulations, 2011.

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4) DETAILS OF SELLING SHAREHOLDERS:

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Details of shares held by the Sellers
Pre-Transaction Post Transaction
Part of
Promoter
Sr. No Name of Sellers % of fully diluted % of fully diluted
Group Number of Equity Share Number of Equity Share
(Yes / No)
Equity Shares Capital of the Equity Shares Capital of the
Target Company Target Company
1. Gajanan Vamanrao Bhavsar/ Sangita Gajanan Bhavsar Yes 3,09,410 5.03% Nil Nil
2. Atul Manilal Vinchhi Yes 3,68,277 5.99% Nil Nil
3. Ambar Jayantilal Patel/ Amita Ambar Patel Yes 2,46,219 4.00% Nil Nil
4. Narendra Ramkrishna Patil/ Chhaya Narendra Patil Yes 1,82,500 2.97% Nil Nil
5. Neil Roshan Shah/ Roshan Harshvadan Shah Yes 1,22,981 2.00% Nil Nil
6. Roshan Harshvadan Shah/ Arati Roshan Shah Yes 1,13,404 1.84% Nil Nil
7. Siddharth Narendra Patil Yes 1,05,700 1.72% Nil Nil
8. Jay Roshan Shah/ Roshan Harshvadan Shah Yes 1,00,000 1.63% Nil Nil
9. Amita Ambar Patel/ Ambar Jayantilal Patel Yes 86,991 1.41% Nil Nil
10. Chhaya Narendra Patil/ Narendra Ramkrishna Patil Yes 75,000 1.22% Nil Nil
11. Deval Ambarbhai Patel/ Amita Ambar Patel Yes 64,781 1.05% Nil Nil
12. Patil Narendra Ramkrishna H.U.F. Yes 46,300 0.75% Nil Nil
13. Sangita Gajanan Bhavsar/ Gajanan Vanmanrao Bhavsar Yes 39,441 0.64% Nil Nil
14. Priyank Gajanan Bhavsar Yes 36,455 0.59% Nil Nil
15. Rachit Gajanan Bhavsar/ Gajanan Vamanrao Bhavsar Yes 26,502 0.43% Nil Nil
16. Sundeep Harshvadan Shah/ Shefali Sundeep Shah Yes 13,400 0.22% Nil Nil
17. Arati Roshan Shah/ Roshan Harshvadan Shah Yes 11,155 0.18% Nil Nil
18. Kumudben H Shah/ Sundeep Harshvadan Shah Yes 7,000 0.11% Nil Nil
19. Satish V Patil Yes 6,200 0.10% Nil Nil
20. Ravindra Ramkrishna Patil/ Sunanda Ravindra Patil Yes 1,500 0.02% Nil Nil
21. Patil Sumit Ravindra Yes 1,000 0.02% Nil Nil
22. Patel Ambar Jayantilal H.U.F. Yes 901 0.01% Nil Nil
23. Anal Nandan Patel Yes 650 0.01% Nil Nil
24. Dasratbhai Vithaldas Patel Yes 3,33,228 5.42% Nil Nil
25. Sumanbhai Vithaldas Patel Yes 3,33,228 5.42% Nil Nil
26. Vishnubhai Vithaldas Patel Yes 3,33,228 5.42% Nil Nil
27. Baldev Vitthaldas Patel Yes 7,70,756 12.53% Nil Nil
Total 37,36,207 60.75% Nil Nil
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5) TARGET COMPANY

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Name: Shilp Gravures Limited
CIN No: L27100GJ1993PLC020552
778/6 Pramukh Industrial Estate, Sola - Santej Road, Village: Rakanpur, Kalol,
Gujarat, India, 382721.
Registered Office:
Email Id: cs@shilpgravures.com
Website: www.shilpgravures.com
Exchange where the Equity shares
of the Target Company are listed BSE Limited (Scrip Code: SHILGRAVQ / 513709 )
ISIN INE960A01017
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6) OTHER DETAILS

• The DPS to be issued pursuant to this PA in accordance with Regulations 13(4), 14(3), and 15 (2) and other applicable regulations of the SEBI (SAST) Regulations shall be published in newspapers, within 5 (Five) Working Days of this PA, i.e., on or before Thursday, December 19, 2024. The DPS shall, inter alia, contain details of the Offer including the detailed information of the Offer Price, the Acquirers, the Target Company, the Promoter Seller, background to the Offer, relevant conditions under the Share Purchase Agreement, statutory approvals required for this Offer, details of financial arrangements, and such other terms and conditions as applicable to this Offer.

• This PA is made in compliance with Regulation 13 (1) of the SEBI (SAST) Regulations.

• The Acquirers accept full responsibility for the information contained in this PA. The Acquirers undertake that they are aware of and will comply with their obligations under the SEBI (SAST) Regulations, 2011 and have adequate financial resources and have made firm financial arrangements for financing the acquisition of the Equity Shares under the Offer, in terms of Regulation 25(1) of the SEBI (SAST) Regulations, 2011.

• The Acquirers have no intention to delist the equity shares of the Target Company and intend to retain the listed status on BSE Limited.

• The Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of the SEBI (SAST) Regulations. This PA is not being issued pursuant to a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations.

• All the information pertaining to the Target Company in this Public Announcement has been obtained from publicly available sources or provided by the Target Company. All the information pertaining to the Sellers contained in this PA has been obtained from them and the accuracy thereof related to all has not been independently verified by the Manager.

references to the Indian Rupees.

• In this Public Announcement, any discrepancy in any amounts as a result of multiplication or totaling is due to rounding off.

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ISSUED BY MANAGER TO THE OFFER:

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GYR Capital Advisors Private Limited

(CIN No.: U67200GJ2017PTC096908) 428, Gala Empire, Near J B Tower, Drive in Road, Thaltej, Ahmedabad, Gujarat 380 054; Tel. No .: +91-8777564648; Email : info@gyrcapitaladvisors.com; Website : www.gyrcapitaladvisors.com; Contact Person : Mr. Mohit Baid SEBI Registration Number : INM000012810

For and on behalf of the Acquirers:

Aikyam Sampati Management LLP (Acquirer No. 1) Sd/Authorised Signatory

Mr. Pranav Chandrakant Bhalara (Acquirer No. 2) Sd/-

Place: Ahmedabad Date: December 12, 2024

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