Mark Corporate Advisors Private Limited, acting as the Manager to the Offer, has announced the withdrawal of the open offer for Paragon Finance Limited, a Non-Banking Finance Company (NBFC) registered with the Reserve Bank of India (RBI). The withdrawal pertains to the acquisition of shares of Paragon Finance Limited by Apple Equifin Private Limited (the Acquirer) along with GKML Software Technologies Private Limited and Sunkesula Infra LLP (the Persons Acting in Concert (PACs)).

Background on the Open Offer:

The open offer was originally launched as part of a larger Share Purchase Agreement (SPA) between the Acquirers and the Promoter Sellers of Paragon Finance. The SPA, signed on July 25, 2024, involved the acquisition of 21,87,630 equity shares representing 51.47% of Paragon’s share capital, with the price fixed at ₹60.00 per share. The offer was made under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations), which require public disclosure when a significant acquisition of shares occurs.

Details of the Share Acquisition:

The Promoter Sellers involved in the transaction were as follows:

• Mr. Sanjay Kumar Gupta

• Mrs. Shreya Gupta

• Shree Securities (AOP)

• Basera Abasan LLP

• Mahant Vanijya Private Limited

• Naman Barter Private Limited

• Pragma Estates LLP

• Saharsh Estates LLP

The transaction would have resulted in a change in the management and control of Paragon Finance. However, the approval for such changes was contingent on obtaining the requisite RBI clearance.

Reasons for Withdrawal of the Offer:

The Reserve Bank of India (RBI) issued a letter on January 03, 2025, stating that it could not approve the change in management and control of Paragon Finance due to non-availability of liquid funds for the acquisition. Additionally, there were concerns about the feasibility of completing the acquisition as proposed. As a result, the Sellers rescinded the SPA on March 06, 2025, and the Acquirer and PACs have opted to withdraw the open offer to prevent further delay in the process.

Official Withdrawal Announcement:

As required by Regulation 23(2) of the SEBI (SAST) Regulations, the Withdrawal Advertisement was published today, March 28, 2025, in leading newspapers, including Business Standard (English and Hindi Editions), Mumbai Lakshadeep (Marathi-Mumbai Edition), and Aaj Kal (Bengali-Kolkata Edition). The Withdrawal Announcement informs public shareholders and other stakeholders that the open offer is no longer valid.

Further Developments and Legal Standing:

The Manager to the Offer, Mark Corporate Advisors Private Limited, has submitted the necessary intimations regarding the withdrawal to SEBI, BSE (Scrip Code: 541967), and the Target Company (Paragon Finance Limited), as per the requirements of Regulation 23(2)(b) of the SEBI (SAST) Regulations. The withdrawal comes after thorough deliberations and follows the mandatory legal framework of the SEBI regulations.

Impact on Paragon Finance and Public Shareholders:

With the withdrawal of the open offer, there will be no change in the management or control of Paragon Finance at this time. Public shareholders who were considering participating in the open offer are now advised to disregard the offer. The status quo will be maintained, and the existing management of Paragon Finance will continue in place.

Conclusion and Next Steps:

The open offer for Paragon Finance, which was initially intended to facilitate a change in ownership and control, has been officially withdrawn due to the RBI’s refusal to grant approval. The Acquirer and PACs will now review their options in light of the developments.

For further updates on the matter, investors and stakeholders can reach out to Mark Corporate Advisors Private Limited at the contact details provided.

Disclaimer: The open offer stands withdrawn under the provisions of SEBI (SAST) Regulations, and no further actions will be taken under the previously announced terms of the offer.

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