Hari Govind International Limited's Independent Directors Committee (IDC) has recommended the open offer made by acquirers Shaju Thomas and Linta Purayidathil Jose to the public shareholders of the company.

Key Details of the Open Offer

• The mandatory open offer seeks to acquire up to 22,16,500 equity shares, representing 26% of the expanded share capital.
• The offer price is set at ₹10.00 per equity share.
• The IDC, comprising Rishin Rasheed (Chairman), Reveesh Moolamkuzhiyil Varghese, and Aruna Mahesh Menkudale, unanimously approved the recommendation on October 9, 2025.

IDC's Rationale

The committee determined that the offer price complies with SEBI regulations and appears fair and reasonable. The IDC based its recommendation on the following factors:

• Review of relevant documents including the Public Announcement, Detailed Public Statement, Draft Letter of Offer, and Letter of Offer
• Compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
• Fairness of the offer price in accordance with applicable regulations

Background of the Offer

The open offer stems from a Share Purchase Agreement and Preferential Allotment dated May 24, 2025. Marwadi Chandarana Intermediaries Brokers Private Limited is serving as the Manager to the Offer.

Shareholder Response

As of the recommendation date, the target company has not received any complaints from shareholders regarding the open offer process or valuation.

Public shareholders of Hari Govind International Limited are advised to independently evaluate the open offer and make an informed decision regarding their participation.

Hari Govind International Limited (HGIL) has successfully concluded a preferential allotment of equity shares, raising Rs 3.52 crore to bolster its capital base. The company's board approved the issuance of 35,25,000 equity shares at Rs 10 per share, significantly increasing its paid-up capital from Rs 5 crore to Rs 8.52 crore.

Two-Phase Allotment

The share allotment was executed in two phases:

1. HGIL allotted 28,57,500 equity shares in the first phase.
2. An additional 6,67,500 shares were allotted in the second phase.

The company clarified that the second phase was necessitated due to technical issues that prevented some allottees from remitting their payments on the initial date.

Investor Breakdown

The preferential issue involved a total of 13 investors, including both promoters and non-promoters:

• Proposed Promoters:

  • Shaju Thomas: Allocated 10,00,000 shares
  • Linta P Jose: Allocated 5,00,000 shares

• Non-Promoters: 11 investors were allotted the remaining shares

Regulatory Compliance

HGIL conducted this preferential allotment under a special resolution passed through a postal ballot. The company received in-principle approval from BSE Limited, ensuring compliance with regulatory requirements.

Capital Structure Impact

Post-allotment, HGIL's capital structure has undergone a significant change:

Notable Non-Promoter Allocations

Among the non-promoter allottees, some significant allocations include:

• Savir Power and Automation Private Limited: 5,00,000 shares
• Daizam Aggarwal: 5,00,000 shares
• Kavicharla Kasi Ratnam: 3,00,000 shares

Future Implications

The allotment is part of a larger strategic move, as indicated in the LODR data. There's mention of a Share Purchase Agreement (SPA), which could lead to the acquisition of an additional 30,00,000 equity shares by the acquirers (including the Proposed Allottees).

If the SPA is fully executed, it could result in a significant shift in the company's ownership structure:

• Shaju Thomas's stake could potentially increase to 41.06%
• Linta P Jose's stake could rise to 11.73%

This preferential allotment and the potential future share acquisitions suggest a strategic realignment of Hari Govind International's ownership and control structure, which may have implications for the company's future direction and governance.

Investors and market watchers will likely keep a close eye on HGIL's next moves, particularly regarding the completion of the SPA and any subsequent open offer as required under SEBI Takeover Regulations.