SJ Corporation Limited held its 45th Annual General Meeting on September 28, 2026, through video conferencing. The meeting focused on the adoption of FY26 financial statements and key governance appointments.

The session was chaired by Umang Kantilal Savani, Non-Executive Non-Independent Director. Eight directors attended virtually, including Managing Director Pintu Kanjibhai Kalavadia and Chief Executive Officer Prashant Kanjibhai Kalavadia. The meeting commenced at 11:00 am and concluded at 11:21 am.

Governance and appointment resolutions

Shareholders considered nine agenda items ranging from ordinary to special business. The primary ordinary business involved adopting the standalone and consolidated audited financial statements for the fiscal year ending March 31, 2026. Additionally, Deepak Bhikhalal Upadhyay was reappointed as a director retiring by rotation.

The company proposed the appointment of Manojkumar Maganlal Finva, Proprietor of M/s Finava and Associates, as Statutory Auditors. Special business included the ratification of the sale of company property and the regularization of three additional directors into permanent roles.

Director regularizations

Three additional directors were presented for regularization to solidify the board's composition:

• Umang Kantilal Savani: Regularized as Chairman and Non-Executive Director.
• Ronak Vallabhbhai Kalathiya: Regularized as an Independent Director.
• Mayuri Priyankkumar Savani: Regularized as an Independent Woman Director.

Voting and participation details

A total of 18 members participated in the meeting via video conferencing. Although seven shareholders had registered to speak, only one speaker shareholder was present during the session. The Company Secretary, Deepa Ashokkumar Dhamecha, facilitated the technical aspects of the e-voting process on the NSDL platform.

Voting results were scheduled for announcement within 48 hours of the meeting's conclusion. The scrutinizer, Aparna Tripathi of Aparna Tripathi & Associate, oversaw the voting process.

A group of acquirers has initiated a mandatory open offer to acquire up to 1,12,72,300 equity shares, representing 26.00% of the expanded voting share capital of sj corporation , at an offer price of ₹12.00 per share. The offer, which is not conditional upon a minimum level of acceptance, opens on Monday, July 13, 2026, and closes on Friday, July 24, 2026. The acquirers have deposited the full consideration amount of ₹13,52,67,600 into an escrow account.

The offer is being made by Mr. Pintu Kanjibhai Kalavadia, Mr. Prashant Kanjibhai Kalavadia, Mr. Umang Kantilal Savani, and Mr. Kalpesh Patel pursuant to Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. This mandatory offer follows the execution of a share purchase agreement and a share subscription agreement, which resulted in the acquirers holding 50.05% of the expanded voting share capital via a preferential allotment of 2,17,00,000 equity shares.

Offer Details

The offer price of ₹12.00 per share is justified as being higher than the fair value of ₹10.32 per share certified by a registered valuer. The acquirers have adequate financial resources to meet the full obligation of the offer, with ₹13,52,67,600 deposited in an escrow account with Axis Bank Limited. The offer is not a competing offer and there is no differential pricing.

Background and Object

The open offer was triggered by the substantial acquisition of shares and voting share capital accompanied by a change in control and management of the target company. The acquirers have entered into agreements to acquire 49,20,000 equity shares from selling promoter shareholders and subscribed to 2,17,00,000 equity shares on a preferential basis. Upon completion of the offer, the acquirers will hold up to 87.40% of the expanded voting share capital.

The acquirers intend to undertake the rubbers business following the change in management and control. They have stated they do not plan to dispose of any significant assets in the succeeding two years, except in the ordinary course of business or as required by law. The board of the target company has approved the sale of land owned by the company at Kosmada, Taluka-Kamrej, Surat, for a consideration of not less than ₹1,40,50,000.

Terms and Conditions

The offer is not conditional upon a minimum level of acceptance. Public shareholders may tender their equity shares in whole or in part. If the number of equity shares validly tendered exceeds the offer size, acceptance will be on a proportionate basis. The minimum marketable lot for tendering is one equity share.

Equity shares allotted pursuant to the preferential issue are subject to lock-in periods. Shares held by persons other than the promoters and promoter group are locked in for six months from the date of trading approval and are not permitted to be tendered in the open offer. The acquirers have agreed to pay interest at the rate of 10% per annum for any delay in payment to public shareholders, unless a waiver is granted by SEBI.

Procedure for Acceptance

Public shareholders holding shares in dematerialized form must tender their shares through the stock exchange mechanism using the acquisition window provided by BSE Limited. Shareholders holding shares in physical form must submit a Form of Acceptance-cum-Acknowledgement along with original share certificates and a valid share transfer form to the registrar to the offer. The registrar is Integrated Registry Management Services Private Limited, located at 2nd Floor, Kences Towers, 1, Ramakrishnan Street, T. Nagar, Chennai.