Mayur Leather Products Ltd held its 41st Annual General Meeting (AGM) on September 29, 2026, in Jaipur. During the meeting, shareholders unanimously approved the re-appointment of two directors and the appointment of a new statutory auditor for a five-year term.

The meeting was chaired by Amita Poddar, Chairperson and Director. Key resolutions passed included the adoption of audited standalone and consolidated financial statements for FY26. Additionally, Rajendra Kumar Poddar (CEO and Non-Independent Director) and Manish Bihani (Non-Executive Non-Independent Director) were re-appointed after retiring by rotation.

Auditor Appointment

Shareholders approved the appointment of M/S YG & Associates, Chartered Accountants, as the Statutory Auditors for a first term of five consecutive years. This appointment fills the casual vacancy caused by the resignation of M/S Jain Paras Bilala & Co., who served as the past statutory auditor.

Board Composition Changes

In addition to re-appointments, the board expanded its independent oversight. Mahesh Bhattar was appointed as a Non-Executive Independent Director for a five-year term effective October 1, 2026. Bhattar is a qualified Chartered Accountant with experience in finance, accounting, and corporate governance, currently serving as Chief Accounting Officer at Aikyam Capital Group.

Voting Results Overview

All five ordinary resolutions were passed with requisite majority. The voting data indicates strong support from promoter groups, who voted in favor of all resolutions via ballot paper. Public non-institutional investors also largely supported the measures, with minimal dissent recorded through remote e-voting.

What the Numbers Show

A distinct pattern emerges in the voting behavior between promoter and public shareholders. Promoter and promoter group members cast 973,191 votes exclusively through physical ballot papers at the AGM, with zero participation in remote e-voting. In contrast, public non-institutional shareholders utilized both channels, with 319,993 votes cast via remote e-voting and 629,187 votes via ballot paper. This suggests that while promoters maintain direct, physical oversight during governance events, public investors are increasingly adopting digital voting mechanisms, though physical attendance remains significant for this shareholder base.

The Draft Letter of Offer (DLOO) for the open offer by Ghanshyam Hansrajani to acquire up to 26% equity in Mayur Leather Products was filed with SEBI on September 29, 2026. The tendering period is scheduled to commence on November 9, 2026.

The mandatory bid follows a share purchase agreement executed on September 15, 2026, wherein the acquirer agreed to buy a 26.50% stake from existing promoters for ₹15.00 per share. This underlying transaction triggers control transfer obligations under SEBI (SAST) Regulations. The offer price of ₹27.92 per share was determined based on the volume-weighted average market price over the preceding 60 trading days.

Offer Structure and Pricing

The total consideration for the open offer stands at ₹3.51 crore, assuming full acceptance of the 12,57,048 shares. Payment will be made entirely in cash. The offer is unconditional regarding minimum acceptance levels, as per Regulation 19(1) of the takeover code. Bonanza Portfolio Limited has been appointed as the manager to the offer. The acquirer has deposited ₹3.51 crore in an escrow account with Kotak Mahindra Bank, exceeding the required amount to ensure financial adequacy.

Underlying Transaction Details

The open offer is triggered by the acquisition of 12,81,257 equity shares (26.50% stake) from five promoter group entities. The total value of this block deal is ₹1.92 crore. Upon completion, the selling promoters will relinquish control and be declassified from the promoter category.

Promoter Group Changes

Two other members of the existing promoter group, Mr. Rajendra Kumar Poddar and Ms. Amita Poddar, have already exited their holdings through open market transactions in March 2026. Their stakes have reduced to nil, leading to their reclassification from the promoter group to the public category.

Mr. Umesh Hansrajani, son of the acquirer, holds a 24.14% stake as a public shareholder. While deemed a person acting in concert due to familial ties, he is not considered acting in concert for the specific purposes of this open offer under Regulation 2(1)(q)(1).

Tentative Schedule of Activity

The regulatory timeline for the open offer has been outlined in the Detailed Public Statement and confirmed in the DLOO:

What the Numbers Show

A significant pricing divergence exists between the block deal and the public offer. The acquirer secured the controlling promoter stake at ₹15.00 per share, while public shareholders are being offered ₹27.92 per share. This premium reflects the regulatory requirement to price the open offer based on historical market trading averages rather than the negotiated private transaction value.

Additionally, the target company has not generated any revenue from operations during the recent financial period and is presently not carrying on any significant business operations, despite being listed on BSE. The company reported a profit of ₹127.37 lakh in FY26, driven primarily by other income and exceptional items, as operational revenue remained nil.