Bhaum Digital Ventures announces open offer for 26% stake in Jolly Plastic Industries at ₹10 per share

Bhaum Digital Ventures Private Limited has announced a mandatory open offer to acquire a significant stake in Jolly Plastic Industries Limited, marking a strategic corporate transaction in the Indian market.

Open Offer Details

The comprehensive acquisition proposal involves substantial financial commitments and regulatory compliance measures:

Parameter: Details Target Shares: 63,37,864 equity shares Stake Percentage: 26.00% of expanded equity capital Offer Price: ₹10 per equity share Total Consideration: ₹6,33,78,640 Face Value: ₹10 per share

The offer is being made pursuant to Regulations 3(1) & 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011, following substantial acquisition of shares and voting rights accompanied by change in control and management of the target company.

Transaction Timeline and Key Dates

The offer follows a structured timeline with specific milestones and regulatory requirements:

Activity: Revised Schedule Public Announcement: January 21, 2026 Detailed Public Statement: January 29, 2026 Offer Opens: April 17, 2026 Offer Closes: April 30, 2026 Payment Date: May 15, 2026

The acquirer has deposited ₹1,60,00,000 in an escrow account on January 22, 2026, representing more than 25% of the total amount payable under the open offer, as required under Regulation 17 of SEBI SAST Regulations.

Underlying Transaction Structure

The open offer is triggered by a Share Purchase Agreement dated January 21, 2026, between Bhaum Digital Ventures Private Limited and Jolly Plastic Industries Limited. Under this agreement, the target company will acquire all equity shares of Sahaj Retail Limited from the acquirer for an aggregate consideration of ₹17,70,00,000.

The transaction involves a preferential allotment of 1,77,00,000 equity shares at ₹10 per share to the acquirer, representing 72.61% of the expanded equity share capital. This preferential allotment has been approved by the Board of Directors and shareholders of the target company, with in-principle approval received from BSE on March 9, 2026.

Post-Transaction Shareholding Pattern

Upon completion of both the preferential allotment and open offer (assuming full acceptance), the shareholding structure will undergo significant changes:

Shareholder Category: Post-Transaction Shares Percentage Acquirer (Bhaum Digital): 2,40,37,864 98.61% Public Shareholders: 3,38,536 1.39% Total Expanded Capital: 2,43,76,400 100.00%

The existing promoters have expressed their intent to cease being classified as promoter/promoter group and will seek reclassification as public shareholders in accordance with SEBI LODR Regulations.

Regulatory Compliance and Risk Factors

The transaction includes several important regulatory considerations and risk factors. The offer is not subject to minimum acceptance levels and is unconditional under Regulation 19 of SEBI SAST Regulations. However, it is subject to receipt of statutory approvals that may become applicable.

Key risk factors include the potential fall in public shareholding below minimum requirements, necessitating compliance actions within specified timelines. The acquirer has undertaken to facilitate compliance with minimum public shareholding requirements within 12 months if the public shareholding falls below 25%.

Management and Operational Aspects

Sumedha Fiscal Services Limited serves as the Manager to the Offer, while Skyline Financial Services Private Limited acts as the Registrar. The offer documents are available on SEBI's website and through designated channels for public shareholders.

The acquirer intends to continue the existing line of business of the target company and may diversify into other business opportunities following successful completion of the open offer, subject to applicable laws and shareholder interests.

Jolly plastic industries Limited has submitted its quarterly dematerialization report to BSE Limited for the quarter ended March 31, 2026, in accordance with Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018. The report provides comprehensive details of physical share certificates processed for dematerialization during Q4FY26.

Regulatory Compliance and Submission

The company's Director, Atul Kumar Agarwal (DIN: 00022779), signed and submitted the compliance certificate on April 8, 2026. The submission was accompanied by confirmation from Skyline Financial Services Private Limited, the company's registrar and transfer agent, certifying that all processed securities have been properly listed and mutilated certificates have been cancelled within the prescribed 15-day timeframe.

CDSL Dematerialization Activity

During Q4FY26, the company processed dematerialization requests through CDSL covering the period from January 1, 2026, to March 31, 2026. The activity summary shows significant processing volumes across multiple shareholder accounts.

Parameter: Details Total Quantity Downloaded: 1600 shares Number of Requests: 11 Quantity Rejected: 600 shares Rejected Requests: 4 Quantity Accepted: 1000 shares Successful Requests: 7

The CDSL processing involved shareholders including Ashok Jain, Babulal Khimraj Jain, Premlatha Surana, Aruna Arun Khinvasara, and others. Processing times ranged from 2 to 9 days, with most requests completed within a week of receipt.

NSDL Dematerialization Performance

The NSDL segment showed higher acceptance rates during the same period, processing requests from various individual and joint shareholders across different regions.

Parameter: Details Total Quantity Downloaded: 1900 shares Number of Requests: 9 Quantity Rejected: 200 shares Rejected Requests: 2 Quantity Accepted: 1700 shares Successful Requests: 7

Notable shareholders in the NSDL processing included Radheshyam Rampratap Shah, Manoj Kumar Mahajan, Kulbir Singh, Ronish Dilip Morakhia, and Piyush Chinubhai Shah with Parul Piyush Shah as joint holder.

Overall Quarterly Performance

The combined dematerialization activity across both depositories demonstrates the company's active participation in facilitating electronic holding of shares for its investors.

Depository: Downloaded Rejected Accepted Success Rate CDSL: 1600 shares 600 shares 1000 shares 62.50% NSDL: 1900 shares 200 shares 1700 shares 89.47% Total: 3500 shares 800 shares 2700 shares 77.14%

The report confirms that all accepted dematerialization requests were processed within regulatory timelines, with processing periods ranging from 2 to 11 days. The company maintained proper documentation and verification procedures throughout the quarter, ensuring compliance with SEBI guidelines for depository operations.

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