Acquirers File Corrigendum to Open Offer for SJ Corporation Limited; Tendering Period Set for June–July 2026

6 min read     Updated on 09 May 2026, 12:57 AM
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AI Summary

Four acquirers — Mr. Pintu Kanjibhai Kalavadia, Mr. Prashant Kanjibhai Kalavadia, Mr. Umang Kantilal Savani, and Mr. Kalpesh Patel — have filed a corrigendum to the open offer for SJ Corporation Limited, seeking to acquire up to 1,12,72,300 equity shares (26.00% of Expanded Voting Share Capital) at ₹12.00/- per share. The acquirers have already been allotted 2,17,00,000 equity shares (50.05% of Expanded Voting Share Capital) via a preferential issue and are classified as promoters of the Target Company. The escrow account holds ₹13,52,67,600.00/-, representing 100% of the maximum consideration payable. The tendering period is scheduled from Wednesday, June 17, 2026, to Wednesday, July 01, 2026.

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A corrigendum to the Public Announcement, Detailed Public Statement, and Draft Letter of Offer has been filed in connection with the open offer for SJ Corporation Limited, the target company. The corrigendum, dated Thursday, May 07, 2026, and published in newspapers on Friday, May 08, 2026, was issued by Diggi Corporate Advisors Private Limited, the Manager to the Offer, on behalf of the four acquirers — Mr. Pintu Kanjibhai Kalavadia (Acquirer 1), Mr. Prashant Kanjibhai Kalavadia (Acquirer 2), Mr. Umang Kantilal Savani (Acquirer 3), and Mr. Kalpesh Patel (Acquirer 4). The filing is in compliance with Regulation 16(6) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI (SAST) Regulations).

Open Offer Overview

The open offer seeks to acquire up to 1,12,72,300 equity shares, representing 26.00% of the Expanded Voting Share Capital of SJ Corporation Limited, at an offer price of ₹12.00/- per equity share, payable in cash. The offer is being made pursuant to Regulations 3(1) and 4 of the SEBI (SAST) Regulations. The Expanded Voting Share Capital includes 3,50,00,000 equity shares allotted pursuant to a preferential issue, resulting in an expanded paid-up share capital of ₹4,33,55,000.00/- comprising 4,33,55,000 equity shares.

The following table summarises the key parameters of the open offer:

Parameter: Details
Target Company: SJ Corporation Limited
Offer Size: Up to 1,12,72,300 equity shares (26.00% of Expanded Voting Share Capital)
Offer Price: ₹12.00/- per equity share
Escrow Amount: ₹13,52,67,600.00/- (100% of total consideration)
Tendering Period Commencement: Wednesday, June 17, 2026
Tendering Period Closure: Wednesday, July 01, 2026
Identified Date: Wednesday, June 03, 2026

Revised Schedule of Major Activities

The corrigendum revises the schedule of major activities as follows:

Major Activity: Tentative Date
Public Announcement: Friday, January 30, 2026
Detailed Public Statement published in newspapers: Friday, February 06, 2026
Draft Letter of Offer filed with SEBI: Friday, February 13, 2026
Last date for competing offer announcement: Monday, March 02, 2026
Corrigendum published in newspapers: Friday, May 08, 2026
Revised Draft Letter of Offer filed with SEBI: Friday, May 08, 2026
Last date for SEBI comments on Revised DLOF: Monday, June 01, 2026
Identified Date: Wednesday, June 03, 2026
Last date for dispatch of Letter of Offer: Wednesday, June 10, 2026
Last date for independent directors' recommendations: Monday, June 15, 2026
Last date for upward revision of Offer Price/Size: Tuesday, June 16, 2026
Date of commencement of Tendering Period: Wednesday, June 17, 2026
Date of closing of Tendering Period: Wednesday, July 01, 2026
Last date for payment/refund to Public Shareholders: Thursday, July 16, 2026
Last date for post-Open Offer public announcement: Thursday, July 23, 2026
Last date for filing post-Offer report with SEBI: Thursday, July 23, 2026

Preferential Issue and Acquirer Shareholding

Pursuant to the Share Subscription Agreement dated Friday, January 30, 2026, and a Board Resolution dated Friday, March 13, 2026, the acquirers were allotted 2,17,00,000 equity shares representing 50.05% of the Expanded Voting Share Capital for an aggregate consideration of ₹26,04,00,000.00/-. These shares are held in a Demat Escrow Account (Client ID: 10131920) under the name "S. J. Corporation Limited - Escrow Account" maintained by Nikunj Stock Brokers Limited. The acquirers have been categorised as promoters of the Target Company as a result.

The following table details the proposed shareholding of each acquirer after full acceptance of the open offer:

Acquirer: Shares via SPA (B) Shares via Preferential Issue (C) Shares via Open Offer (E) Total Proposed Shares (A+B+C+D+E) % of Expanded Voting Share Capital
Mr. Pintu Kanjibhai Kalavadia (Acquirer 1): 18,56,031 82,11,874 42,52,386 1,43,20,291 33.03%
Mr. Prashant Kanjibhai Kalavadia (Acquirer 2): 14,62,251 82,11,874 33,50,189 1,30,24,314 30.04%
Mr. Umang Kantilal Savani (Acquirer 3): 12,93,578 42,61,202 29,63,740 85,18,520 19.65%
Mr. Kalpesh Patel (Acquirer 4): 3,08,140 10,15,050 7,05,985 20,29,175 4.68%
Total: 49,20,000 2,17,00,000 1,12,72,300 3,78,92,300 87.40%

The Board of Directors of the Target Company had approved the issuance of 3,50,00,000 equity shares at a preferential issue price of ₹12.00/- per equity share, aggregating up to ₹42,00,00,000/-, which was subsequently approved by shareholders at an Extra-Ordinary General Meeting held on Monday, March 02, 2026. The Target Company received Listing Approval from BSE Limited vide letter reference number LOD/PREF/SS/FIP/57/2026-27 dated Friday, April 10, 2026, and Trading Approval vide letter reference number LOD/PREF/SV/22/1 2026-2027 dated Friday, April 24, 2026.

Financial Arrangements and Escrow

The maximum consideration payable by the acquirers to acquire up to 1,12,72,300 offer shares at ₹12.50/- (Rupees Twelve and Fifty Paise) per equity share, assuming full acceptance, aggregates to ₹13,52,67,600.00/-. An escrow account under the name "Kalpesh Patel SJ - Open Offer Escrow Account" has been opened with Axis Bank Limited in accordance with Regulation 17 of the SEBI (SAST) Regulations.

On January 31, 2026, the acquirers deposited ₹3,40,22,000.00/-, representing more than 25.00% of the total consideration. Subsequently, on Monday, April 20, 2026, an additional amount of ₹10,12,45,600.00/- was deposited. As of the date of the corrigendum, ₹13,52,67,600.00/- has been deposited in the escrow account, constituting 100% of the total consideration payable assuming full acceptance.

Target Company and Subsidiary Financial Highlights

SJ Corporation Limited's financial results for the nine-months period ended December 31, 2025, reflect Total Income of ₹1,749.00 lakhs and Profit After Tax of ₹37.10 lakhs, with Earnings Per Share of ₹0.44. For the Financial Year ended March 31, 2025, the company reported Total Income of ₹1,543.24 lakhs and a Loss After Tax of ₹(20.18) lakhs. For the Financial Year ended March 31, 2024, Total Income stood at ₹1,557.26 lakhs with Profit After Tax of ₹0.61 lakhs.

Fishfa Rubbers Limited, the wholly owned subsidiary of the Target Company engaged in the manufacturing of reclaimed rubber, reported Total Income of ₹11,106.31 lakhs and Profit After Tax of ₹1,052.43 lakhs for the half-year ended September 30, 2025. For the Financial Year ended March 31, 2025, the subsidiary reported Total Income of ₹18,975.92 lakhs and Profit After Tax of ₹821.68 lakhs, with a Return on Net Worth of 17.6% and Book Value per Equity Share of ₹107.41.

Regulatory Compliance Disclosures

The corrigendum discloses certain non-compliances with provisions of the SEBI (SAST) Regulations by the acquirers. Under Regulation 29(1) and 29(2), Acquirers 1 and 2 filed disclosures with a delay of 6 days, while Acquirers 3 and 4 filed with a delay of 7 days, with the due date being Tuesday, March 17, 2026. Additionally, non-compliances under Regulation 31(4) were noted for all four acquirers, as the relevant information was not reflecting under the SAST Disclosure tab on BSE's website, though filings were made on Thursday, April 09, 2026, ahead of the due date of Friday, April 10, 2026. The acquirers have confirmed they have not been prohibited by SEBI from dealing in securities, have not been categorised as wilful defaulters or fraudulent borrowers, and are not declared as Fugitive Economic Offenders under the Fugitive Economic Offenders Act, 2018.

How might the acquirers' combined 87.40% post-offer shareholding affect SJ Corporation's minority shareholders in terms of liquidity and corporate governance going forward?

Given Fishfa Rubbers Limited's significantly stronger financial performance compared to the parent SJ Corporation, could the acquirers pursue a strategic restructuring or delisting of SJ Corporation after gaining majority control?

Will SEBI impose any penalties or conditions on the acquirers for the delayed Regulation 29 disclosures, and could this affect the timeline or approval of the open offer?

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SJ Corporation Limited Receives BSE Listing Approval for 3.5 Crore Equity Shares Worth ₹42 Crore

2 min read     Updated on 11 Apr 2026, 02:36 PM
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AI Summary

SJ Corporation Limited received BSE listing approval on April 10, 2026, for 3,50,00,000 equity shares worth ₹42 crore issued on preferential basis. The shares, priced at Rs. 12/- each including Rs. 11/- premium, were allocated to promoters and non-promoters with distinctive numbers 8355001 to 43355000. Trading approval remains pending completion of NSDL/CDSL confirmations and compliance with SEBI regulations, with the company required to apply within seven working days of listing approval.

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SJ Corporation Limited has successfully obtained listing approval from BSE Limited for its preferential share issue worth ₹42 crore. The Mumbai-based company announced on April 11, 2026, that it received approval for listing 3,50,00,000 equity shares issued on a preferential basis to promoters and non-promoters.

Share Issue Details

The preferential issue comprises equity shares with specific pricing and allocation parameters that demonstrate the company's capital raising strategy.

Parameter: Details
Total Shares: 3,50,00,000 equity shares
Face Value: Re. 1/- per share
Issue Price: Rs. 12/- per share
Premium: Rs. 11/- per share
Total Issue Value: ₹42 crore
Distinctive Numbers: 8355001 to 43355000

Regulatory Compliance and Approval Process

BSE Limited granted the listing approval on April 10, 2026, through its formal communication to the company. The approval covers shares issued to both promoter and non-promoter categories under the preferential allotment route. SJ Corporation's Managing Director Deepak Upadhyay, holding DIN 02270389, signed the regulatory filing confirming receipt of the approval.

The company has fulfilled its disclosure obligations under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. BSE's approval letter, referenced as LOD/PREF/SS/FIP/57/2026-27, confirms the exchange's satisfaction with the application and supporting documentation.

Trading Approval Requirements

While listing approval has been secured, BSE has outlined specific conditions that must be met before trading approval is granted. The company must provide confirmation letters from NSDL/CDSL regarding the crediting of shares to respective beneficiary accounts and admission of capital to the depository system.

Additional requirements include:

  • Listing approval from National Stock Exchange of India Limited (if applicable)
  • NSDL/CDSL confirmation for lock-in of pre-preferential holdings (if applicable)
  • Compliance with SEBI (ICDR) Regulations, particularly Regulation 167

Regulatory Timeline and Compliance

BSE has emphasized adherence to SEBI circular SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, which mandates that listed entities must apply for trading approval within seven working days from the date of listing approval grant. Non-compliance with this timeline will attract penalties as specified in the circular.

The company must also file shareholding patterns in XBRL mode under Regulation 31(1)(c) of SEBI LODR Regulations, 2015, if the change exceeds two percent of total paid-up share capital. This preferential issue represents a significant capital infusion that will likely trigger this reporting requirement.

Corporate Information

SJ Corporation Limited, incorporated in 1981 with CIN L19201MH1981PLC452533, operates from its registered office in Malad East, Mumbai. The company trades on BSE under the script symbol SJCORP with script code 504398 and ISIN INE312B01027. This preferential issue marks a significant corporate development in the company's capital structure expansion strategy.

How will SJ Corporation utilize the ₹42 crore capital infusion to drive future business growth and expansion plans?

What impact will the dilution from 3.5 crore new shares have on existing shareholders' voting rights and earnings per share?

Will SJ Corporation seek additional funding rounds in the near term given this significant capital raise structure?

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