In a significant development in the Indian equity markets, Deccan Bearings Limited, a listed entity on the BSE, has become the focus of a substantial Open Offer announced by the Satani family, comprising Mr. Paresh Gushabhai Satani, Mr. Tanuj Pareshkumar Satani, Mr. Chirag Ramjibhai Satani, and Mr. Ramjibhai Gushabhai Satani (collectively referred to as "Acquirers"). The announcement was formally made through Corpwis Advisors Private Limited, which has been appointed as the Manager to the Offer.

The Open Offer, declared in accordance with Regulations 3(1), 4, 13, 14, and 15(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (also known as the Takeover Code), is for the acquisition of up to 52,00,000 equity shares of ₹10 face value each, representing 26% of the fully diluted voting share capital of the company.

Background and Transaction Summary:

The transaction that triggered this mandatory Open Offer stems from a Share Purchase Agreement (SPA) signed on April 22, 2025, between Mr. Paresh Gushabhai Satani (Acquirer) and Mr. Satyajit Mishra (Seller), a current promoter of the company. As per the SPA, the Acquirer has agreed to purchase 11,47,504 equity shares, amounting to 52.56% of Deccan Bearings’ existing paid-up capital, at a price of ₹10 per share.

In addition to the SPA, the Acquirers plan to undertake a preferential allotment of 1,27,64,477 fully paid-up equity shares, representing 63.82% of the expanded share capital of Deccan Bearings. The emerging voting share capital, post allotment and on a fully diluted basis, will be ₹20 crore, comprising 2 crore shares of ₹10 each.

The Offer is classified as a triggered offer, arising from both the SPA and the proposed preferential issue, thus requiring compliance with SEBI regulations.

Offer Details:

• Offer Size: 52,00,000 shares (26% of the fully diluted capital)

• Offer Price: ₹10 per share

• Total Consideration: ₹5.2 crore

• Mode of Payment: Entirely in cash

• Type of Offer: Triggered Open Offer under SEBI (SAST) norms

Definitions and Capital Structure:

• Existing Share Capital: ₹2,18,33,340 comprising 21,83,334 equity shares

• Emerging Voting Capital: ₹20,00,00,000 post preferential issue

• Proposed Preferential Issue: 1,78,16,666 shares

• Public Shareholders: Excludes Acquirers, Seller, existing promoters, and persons acting in concert

Rationale Behind the Acquisition:

The acquisition is intended to provide the Satani family with substantial control and management rights in the company. Post-completion of the Open Offer and preferential allotment, the Acquirers aim to strengthen operations, explore expansion opportunities, and enhance shareholder value through focused leadership.

According to industry insiders, the deal is part of a broader trend where promoter families consolidate control over legacy listed companies to pursue long-term strategic objectives.

Regulatory Compliance and Disclosure:

The Public Announcement has been made in line with Regulation 14(1) of the Takeover Code. Detailed disclosures will be shared in the Detailed Public Statement (DPS) and Letter of Offer (LoF) in the coming days.

The Tendering Period, during which shareholders can tender their shares under the Open Offer, will span 10 working days, the exact dates of which will be communicated in the LoF.

Future Outlook:

The Open Offer signals a potential shift in the strategic direction of Deccan Bearings. The involvement of new promoters, backed by a clear intent of control acquisition through preferential allotment and open market purchases, indicates the company may soon enter a new phase of operational restructuring and capital enhancement.

Investors and public shareholders are advised to carefully read the upcoming LoF and DPS, which will contain detailed terms, schedule, and eligibility criteria.

This Open Offer, while routine from a regulatory standpoint, carries considerable implications for the governance, management, and future business trajectory of Deccan Bearings Limited.

As the capital markets digest this development, shareholder sentiment, stock price movements, and further announcements by the Acquirers will be closely watched by stakeholders and analysts alike.

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