SJ Corporation Limited has published its detailed public statement for the mandatory open offer announced by four acquirers targeting 26.00% of the company's expanded voting share capital. The offer, priced at ₹12.00 per share, represents a maximum consideration of ₹13,52,67,600.00 for 1,12,72,300 equity shares.

Open Offer Structure and Timeline

The detailed public statement was published on February 06, 2026, following the initial public announcement made on January 30, 2026. Diggi Corporate Advisors Private Limited serves as the manager to the offer, facilitating the transaction under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Acquirer Details and Financial Arrangements

The four acquirers bringing the open offer are Mr. Pintu Kanjibhai Kalvadia, Mr. Prashant Kanjibhai Kalvadia, Mr. Umang Kantilal Savani, and Mr. Kalpesh Patel. These individuals are inter-related through business associations and serve as promoters of Fishh World Trade Limited, Fishh Biotics Limited, and Fishh Rubbers Limited.

Underlying Transactions and Share Distribution

The open offer obligation stems from two primary transactions executed on January 30, 2026. The acquirers entered into a Share Purchase Agreement to acquire 49,20,000 equity shares (11.35% of expanded voting share capital) from selling promoter shareholders at ₹12.00 per share, involving total consideration of ₹5,90,40,000.00.

Simultaneously, a Share Subscription Agreement was signed for preferential issue of 2,81,44,107 equity shares representing 64.91% of expanded voting share capital. This subscription requires aggregate consideration of ₹33,77,29,284.00, subject to member approval and regulatory clearances.

Financial Resources and Escrow Arrangements

The acquirers have confirmed adequate financial resources through certified chartered accountant statements. In accordance with Regulation 17 of SEBI (SAST) Regulations, they have opened an escrow account titled 'SJ - Open Offer Escrow Account' with Axis Bank Limited and deposited ₹3,40,22,000.00, representing more than 25.00% of the total consideration payable assuming full acceptance.

Company Background and Trading Information

SJ Corporation Limited was incorporated on September 15, 1981, and operates with registered office at 201, Shyam Bungalow, Plot No.199/200, Pushpa Colony, Fatimadevi School Lane, Manchubhai Road, Malad (East), Mumbai - 400097. The company trades on BSE Limited under scrip code 504398 with ISIN INE312B01027.

Regulatory Compliance and Implementation

The offer complies with Regulations 3(1) and 4 of SEBI (SAST) Regulations as a triggered mandatory open offer. The transaction is not conditional upon minimum acceptance levels and does not constitute a competing offer. The acquirers have confirmed no intention to delist the company following offer completion.

The offer will be implemented through BSE Limited's stock exchange mechanism via a separate acquisition window. Nikunj Stock Brokers Limited has been appointed as the buying broker, while Integrated Registry Management Services Private Limited serves as the registrar for the offer process.

SJ Corporation Limited has officially scheduled its Extra-Ordinary General Meeting for March 02, 2026, at 11:30 AM through video conferencing to seek shareholder approval for a comprehensive corporate restructuring initiative. The meeting will address multiple strategic proposals including a significant preferential equity issue and a major acquisition in the rubber sector.

Preferential Issue Details

The company seeks approval for issuing equity shares on a preferential basis to proposed promoters and non-promoter investors:

The major proposed allottees include Pintu Kanjibhai Kalavadia and Prashant K Kalavadia, each receiving 82,11,874 shares (18.94% each), Umang Kantilal Savani with 42,61,202 shares (9.83%), and Kalpesh Patel with 10,15,050 shares (2.34%). Non-promoter allottees include Apex Advisors LLP (27,50,000 shares), Quantam Strategic Advisors LLP (28,50,000 shares), and Pranir Investments partnership firm (72,00,000 shares).

Fishfa Rubbers Acquisition

Shareholders will vote on the acquisition of 99.99% equity stake in Fishfa Rubbers Limited for ₹47,16,26,350. FRL operates in rubber manufacturing including butyl reclaim rubber, whole tyre reclaim rubber, natural tube rubber, and EPDM reclaim rubber, along with sustainable fuels and waste-to-energy solutions.

The acquisition will be funded through the preferential issue proceeds (₹42.00 crore) and internal accruals (₹5.16 crore).

Director Regularization

The EGM agenda includes regularization of two additional directors:

• Maulik Pravinbhai Dalsaniya (DIN: 11409312) as Independent Director for five years (January 01, 2026 to December 31, 2030)
• Jagdish Vijaybhai Pambhar (DIN: 11409403) as Executive Director for five years with similar tenure

Voting and Compliance Procedures

The company has appointed M/s. Pooja Gala & Associates as scrutinizer for the e-voting process. Remote e-voting will commence on February 27, 2026, at 09:00 AM and conclude on March 01, 2026, at 05:00 PM. The cut-off date for determining voting eligibility is February 23, 2026.

Shareholders can participate through video conferencing facilities provided by MUFG Intime India Pvt. Ltd, with the meeting accommodating 1,000 members on a first-come-first-served basis. The comprehensive restructuring positions the company for expansion into the rubber sector while ensuring regulatory compliance under SEBI ICDR Regulations and Companies Act provisions.