SMCV Management Services Private Limited has disclosed its acquisition of a significant stake in Bijoy Hans Limited through preferential allotment of equity shares. The acquisition, completed on March 04, 2026, marks SMCV Management Services' entry as a promoter in the target company.

Acquisition Details

SMCV Management Services acquired 99,98,879 equity shares of Bijoy Hans Limited, representing a 20.82% stake in the company. The acquisition was executed through preferential allotment under Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The newly allotted equity shares rank pari passu with existing equity shares of Bijoy Hans Limited. Following this acquisition, SMCV Management Services Private Limited became a promoter of the target company.

Impact on Share Capital Structure

The preferential allotment resulted in a substantial expansion of Bijoy Hans Limited's equity share capital. The company's share capital increased from Rs. 7,50,00,210 divided into 75,00,021 equity shares to Rs. 48,02,18,570 divided into 4,80,21,857 equity shares of Rs. 10 each.

Promoter Group Holdings

The acquisition significantly altered the promoter group's shareholding pattern in Bijoy Hans Limited. Before the acquisition, the promoter group collectively held 47,04,800 shares representing 62.73% of the company. Post-acquisition, the total promoter group holding stands at 1,47,03,679 shares, representing 30.62% of the expanded share capital.

The promoter group includes Kaushal Uttam Shah, U.G. Patwardhan Services Pvt. Ltd., Agri One India Ventures LLP, Shantanu Jagannath Surpure, and members of the Patawari family, along with the newly inducted SMCV Management Services Private Limited.

Regulatory Compliance

The disclosure was made pursuant to Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Bijoy Hans Limited's shares are listed on BSE Limited (Scrip Code: 524723) and The Calcutta Stock Exchange Limited (Scrip Code: 012097). SMCV Management Services Private Limited, incorporated with CIN U70200PN2025PTC240082, has its registered office in Pune, Maharashtra.

Bijoy Hans Limited has successfully completed a major preferential allotment and strategic acquisition program, significantly expanding its corporate structure through share swap arrangements. The company's board meeting held on March 04, 2026, approved the allotment of 4,05,21,836 equity shares and the acquisition of three subsidiaries.

Strategic Acquisitions Through Share Swap

The company executed three separate acquisition transactions, each structured as share swap arrangements where equity shares were allotted in exchange for acquiring target companies:

All equity shares were issued at Rs. 12.50 per share, including a premium of Rs. 2.50 per share, with a face value of Rs. 10.00 each. The transactions were conducted on a preferential allotment basis through private placement to the respective shareholders of the target companies.

Capital Structure Transformation

The preferential allotment resulted in a dramatic expansion of the company's equity capital structure:

The newly allotted equity shares will rank pari-passu with existing equity shares and will be subject to lock-in provisions as per SEBI regulations. The company plans to apply for listing and trading approval for the newly allotted shares.

Allottee Distribution and Compliance

The preferential allotment involved 191 investors, with the majority being non-promoter entities and individuals. The largest single allotment went to SMCV Management Services Private Limited (promoter category) with 99,98,879 shares, while Arogya Tech Services LLP received 32,77,460 shares as a non-promoter allottee.

Promoter Reclassification Initiative

The board also approved a significant governance change by accepting reclassification requests from four promoter group members:

This reclassification from 'promoter and promoter group' category to 'public' category is subject to approval from stock exchanges where the company's shares are listed, in accordance with Regulation 31A of SEBI Listing Regulations.

Regulatory Approvals and Timeline

The preferential allotment received in-principle approval from BSE Limited through letter no. LOD/PREF/TT/FIP/1722/2025-26 dated February 17, 2026. The process followed approvals granted at the Board Meeting held on November 04, 2025, and subsequent shareholder approval at the Extraordinary General Meeting on November 28, 2025. The board meeting on March 04, 2026, commenced at 3:00 p.m. and concluded at 5:00 p.m., finalizing all transaction approvals and allotments.