Krishna Capital and Securities Limited Open Offer: Ashu Bishnoi and Yagnik Tank to Acquire 18,04,508 Equity Shares at ₹20 Per Share

Krishna Capital and Securities Limited is set to undergo a significant ownership change as Ashu Bishnoi and Yagnik Tank have announced an open offer to acquire equity shares under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations. The transaction represents a major corporate development for the Gujarat-based non-banking financial company.

Open Offer Details

The acquirers are offering to purchase 18,04,508 fully paid-up equity shares at ₹20.00 per share, representing 5.44% of the emerging voting share capital. The total offer consideration amounts to ₹3,60,90,160. This offer is being made pursuant to Regulations 3(1) and 4 of the SEBI (SAST) Regulations, 2011.

Parameter: Details Offer Size: 18,04,508 equity shares Offer Price: ₹20.00 per share Face Value: ₹10.00 per share Total Consideration: ₹3,60,90,160 Percentage of Emerging Capital: 5.44%

Acquirer Profiles

Ashu Bishnoi brings over 25 years of experience in financial services, including wealth management, mutual funds, and equity distribution. He holds DIN 08989843 and serves as director in AASAAN Capital Private Limited and designated partner in AASAAN Impex LLP and AASAAN Enterprises LLP. His net worth as of February 28, 2026, stands at ₹2,480.78 lakhs.

Yagnik Tank has over 20 years of experience in investment management and financial strategy, including managing AIF Category III funds. He holds DIN 10835016 and serves as designated partner in INFINITYX Investment Managers LLP. His net worth as of February 19, 2026, is ₹9,590.51 lakhs.

Transaction Structure

The acquisition involves multiple components:

Share Purchase Agreement: Signed on March 26, 2026, to acquire 13,53,892 equity shares (4.08% of emerging voting capital) from existing promoters at ₹20.00 per share

Preferential Issue: Board-approved allotment of 3,00,00,000 equity shares (90.47% of emerging voting capital) to acquirers and non-promoter public shareholders

Open Offer: Mandatory offer for 18,04,508 shares from public shareholders

Target Company Overview

Krishna Capital and Securities Limited, incorporated in 1994, operates as a Non-Deposit Accepting NBFC engaged in finance business, trading in shares and securities, and interest income. The company is registered with the Reserve Bank of India and listed on BSE Limited (Scrip Code: 539384, ISIN: INE897B01019).

Financial Metric: Value Authorized Share Capital: ₹4,00,00,000 Paid-up Share Capital: ₹3,15,84,000 Number of Equity Shares: 31,58,400 Proposed Authorized Capital: ₹34,00,00,000

Regulatory Requirements

The transaction is subject to several regulatory approvals:

Reserve Bank of India approval for transfer of control of the NBFC

In-principle approval from the stock exchange

Compliance with minimum public shareholding requirements

The acquirers have deposited ₹91,00,000 in an escrow account with ICICI Bank Limited, representing more than 25% of the offer consideration as required under SEBI regulations.

Timeline and Process

Key dates for the open offer include:

Activity: Date Public Announcement: March 26, 2026 Detailed Public Statement: April 06, 2026 Offer Opening: May 22, 2026 Offer Closing: June 04, 2026 Payment to Shareholders: June 18, 2026

The offer will be implemented through BSE Limited's stock exchange mechanism using an acquisition window. Public shareholders can tender their shares through their respective brokers during the 10-day tendering period.

Impact on Shareholding

Upon completion of all transactions, assuming full acceptance, the acquirers will hold 2,66,58,400 equity shares, representing 80.40% of the emerging voting share capital. The existing promoter group, comprising 20 entities from the Agrawal family, will cease to be promoters and relinquish management control.

The transaction is being managed by Grow House Wealth Management Private Limited as the offer manager, with Indo Thai Securities Limited serving as the buying broker.

Krishna Capital & Securities Limited has published newspaper advertisements in Lok Mitra (Vernacular Language) and Free Press (English daily) on April 02, 2026, formally announcing its Extra Ordinary General Meeting (EGM) scheduled for Saturday, April 25, 2026 at 11:30 AM through Video Conferencing/Other Audio Visual Means (VC/OAVM) facility.

EGM Publication and Regulatory Compliance

The company submitted formal intimation to BSE Limited under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming the newspaper publication of EGM notice and remote e-voting information. Managing Director Ashokkumar Agrawal (DIN 00944735) digitally signed the BSE intimation on April 02, 2026.

Parameter: Details Security Code: 539384 Type of Security: Equity Shares EGM Date: Saturday, April 25, 2026 at 11:30 AM (IST) Publication Date: April 02, 2026 Cut-off Date for E-Voting: Friday, April 17, 2026 E-Voting Start Period: Wednesday, April 22, 2026 (09:00 AM) IST E-Voting End Period: Friday, April 24, 2026 (05:00 PM) IST

Authorized Share Capital Enhancement

The EGM will consider substantially increasing the company's authorized share capital structure:

Parameter: Current Structure Proposed Structure Authorized Capital: Rs. 4,00,00,000 Rs. 34,00,00,000 Number of Shares: 40,00,000 3,40,00,000 Face Value: Rs. 10 per share Rs. 10 per share

This represents an expansion from Four Crores to Thirty-Four Crores, increasing total authorized equity shares from Forty Lakhs to Three Crores Forty Lakhs.

Preferential Share Allotment Details

The meeting will address the preferential allotment of 3,00,00,000 equity shares to five investors:

Allottee Name: Shares Allocated PAN Current Status Ashu Jagmalaram Bishnoi: 80,00,000 AMQPB3308Q Non-Promoter to Promoter Yagnik Bharatkumar Tank: 1,55,00,000 AEWPT1533K Non-Promoter to Promoter Rohankumar Hasmukhbhai Desai: 30,00,000 AIYPD6369B Non-Promoter Chhayaben Rohankumar Desai: 30,00,000 BJCPD8921P Non-Promoter Rameshbhai Shambhubhai Bhalala: 5,00,000 DJMPB4199H Non-Promoter

The relevant date for determining minimum issue price is Wednesday, March 25, 2026, being 30 days prior to the EGM date.

Executive Leadership Addition

The meeting will regularize the appointment of Mr. Vinodkumar Bhanwer Singh (DIN: 10454743) as Executive Director, effective from March 26, 2026:

Director Details: Information Name: Mr. Vinodkumar Bhanwer Singh DIN: 10454743 Appointment Date: March 26, 2026 Qualification: Graduate (Bachelor of Commerce) Experience: Retired General Manager, State Bank of India (34 years) Current Directorships: Jindal Worldwide Limited, VMS TMT Limited

Enhanced Borrowing Authorization

The company seeks approval for borrowing powers up to Rs. 500 Crores under Section 180(1)(C) of the Companies Act, 2013, enabling borrowing from banks, financial institutions, and other entities subject to applicable regulations.

E-Voting and Meeting Participation

Shareholders can participate through video conferencing with detailed login procedures provided for CDSL and NSDL demat account holders. Central Depository Services (India) Limited will handle e-voting services, with MCS Share Transfer Agent Limited serving as the registrar and transfer agent. Mr. Bipin L. Makwana has been appointed as Scrutinizer for the meeting proceedings.

The EGM notice and related documents are available on the company's website ( www.kscl.co.in ), CDSL's e-voting platform ( www.evotingindia.com ), and BSE's website ( www.bseindia.com ) for shareholder reference and compliance with regulatory transparency requirements.

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