In a significant move that could reshape the ownership structure of FILTRON ENGINEERS LTD. , Mr. Tarak Bipinchandra Gor and Mr. Jayesh Sheshmal Rawal have announced an open offer to acquire up to 1,65,14,290 equity shares from public shareholders. This development comes as part of a larger strategic shift for the company, which includes a substantial increase in authorized share capital and a series of share issuances.

Open Offer Details

The open offer, managed by Sobhagya Capital Options Private Limited, is being made in compliance with SEBI takeover regulations. This move signals a potential change in control for Filtron Engineers, a company primarily engaged in engineering and filtration systems.

Strategic Acquisitions and Share Issuances

Concurrent with the open offer, Filtron Engineers' Board of Directors has approved several key decisions:

1. Acquisition of Gabrielle Infra Speciality Private Limited (GISPL): Filtron Engineers will acquire 100% of GISPL, a company specializing in general contracting, engineering, and civil work projects. This acquisition marks Filtron's entry into the construction sector.

2. Increase in Authorized Share Capital: Subject to shareholder approval, the company plans to increase its authorized share capital from Rs. 3.50 crore to Rs. 85.00 crore, divided into equity and preference shares.

3. Preferential Allotment of Shares: The company will issue:

   • Up to 4,50,00,000 equity shares at Rs. 10.00 per share to Mr. Gor and Mr. Rawal as part of the GISPL acquisition consideration.
   • 1,92,09,000 Non-Convertible Compulsorily Redeemable Preference Shares (NCCRPS) at Rs. 10.00 each, also to Mr. Gor and Mr. Rawal.
   • 1,59,00,000 equity shares at Rs. 10.00 per share to non-promoters for cash, raising Rs. 15.90 crore.

Implications for Filtron Engineers

This series of transactions, if approved and executed, will significantly alter Filtron Engineers' business profile and ownership structure. The acquisition of GISPL will diversify the company's operations into the construction sector, potentially opening new revenue streams.

Change in Control

Upon completion of these transactions, Mr. Gor and Mr. Rawal are expected to become the new promoters of Filtron Engineers, with the existing promoters being reclassified as public shareholders. This change in control could bring new strategic direction to the company.

Financial Considerations

The total consideration for the GISPL acquisition includes equity shares worth Rs. 45.00 crore and NCCRPS worth Rs. 19.21 crore. Additionally, the cash raised through the preferential issue to non-promoters is earmarked for working capital, investments in subsidiaries, and general corporate purposes.

Conclusion

These developments represent a transformative phase for Filtron Engineers Limited. Shareholders and market observers will be keenly watching how these changes impact the company's future growth trajectory and market position. The success of the open offer and the subsequent integration of GISPL will be critical factors in determining the company's path forward.

Investors and stakeholders are advised to closely monitor further announcements and regulatory filings for more details on these strategic moves.

FILTRON ENGINEERS LTD. has announced a series of strategic moves that promise to reshape the company's business landscape and capital structure. The Board of Directors has approved several key decisions that will significantly impact the company's future operations and financial position.

Acquisition of Gabrielle Infra Speciality Private Limited

In a bold move to diversify its business portfolio, Filtron Engineers has given the green light to acquire 100% of the share capital of Gabrielle Infra Speciality Private Limited (GISPL), a construction services company. GISPL, incorporated in July 2022, has shown remarkable growth, with its turnover reaching Rs. 72.24 crore.

Capital Restructuring and Share Issuance

To facilitate this acquisition and strengthen its capital base, Filtron Engineers has outlined a comprehensive capital restructuring plan:

1. Authorized Share Capital Increase: Subject to shareholder approval, the company plans to increase its authorized share capital from Rs. 3.50 crore to Rs. 85.00 crore.

2. Equity Share Issuance: The Board has approved the issuance of up to 4.50 crore equity shares at Rs. 10.00 per share, to be allotted as part of the consideration for the GISPL acquisition.

3. Preference Share Issuance: Additionally, 1.92 crore preference shares will be issued as part of the acquisition consideration.

4. Cash Infusion: The company will also issue 1.59 crore equity shares to non-promoters at Rs. 10.00 per share, aiming to raise Rs. 15.90 crore in cash.

Share Purchase Agreements

As part of the restructuring, Filtron Engineers has entered into share purchase agreements with its promoters. These agreements involve the acquisition of 13,68,250 equity shares by Mr. Tarak Bipinchandra Gor and Mr. Jayesh Sheshmal Rawal.

Timeline and Approvals

The company expects to complete the acquisition transaction within 3-4 months, subject to necessary statutory compliances. A postal ballot notice will be issued to seek shareholder approval for the proposed transactions.

Strategic Implications

This acquisition marks Filtron Engineers' entry into the construction services sector, adding a new business line to its operations. The move is likely to diversify the company's revenue streams and potentially enhance its market position.

Conclusion

Filtron Engineers Limited's decision to acquire GISPL and implement a significant capital restructuring plan signals a transformative phase for the company. As these changes unfold, stakeholders will be keenly watching how this strategic shift impacts the company's growth trajectory and financial performance in the coming periods.