Jindal Photo's ₹1,120 delisting offer opens November 2 — the book must take promoters from 74.2% to 90%

After the market closed on Friday, October 23, 2026, Jindal Photo told the exchanges it had received the Letter of Offer dated October 22, 2026 for the voluntary delisting of its shares from BSE and NSE. The offer comes from Concatenate Power Advest (Acquirer 1) and Concatenate Advest Advisory (Acquirer 2) — both members of the promoter group — with Jindal India Power Limited as the person acting in concert; the filing records that the company, the acquirers and the PAC all belong to the B.C. Jindal Group. The floor price is ₹1,119.50 per share, set by a registered valuer's report dated July 16, 2026; the acquirers have declared an indicative price of ₹1,120. Bidding opens on November 2, 2026 (Monday) and closes on November 6, 2026 (Friday).

The ₹1,120 indicative price is 6.1% above Friday's close of ₹1,055.70 and 30.7% below the stock's 52-week adjusted high of ₹1,616.60 reached on December 10, 2025 (both computed from the adjusted price series). The indicative price is not a ceiling. The exit price is discovered through reverse book building: public shareholders bid at or above the ₹1,119.50 floor, and the discovered price is the one at which the acquirers' and promoter group's combined holding reaches 90% of the equity. Under the rules the Letter of Offer sets out, the acquirers are bound to accept if the discovered price equals the floor or the indicative price, and bound at ₹1,120 even if discovery lands between the two; only if the book discovers a price above ₹1,120 are they free to reject it or counter.

1. 1

   Bidding

   Nov 2–6

   Public shareholders tender through the exchanges' acquisition-window facility at or above the ₹1,119.50 floor, between November 2 and November 6. Bids may be revised upward or withdrawn until November 5. All public shareholders may participate, whether or not they were registered on the specified date (October 21).

2. 2

   Price discovery

   Reverse book building

   The discovered price is the price at which the shareholding of the acquirers along with the promoters reaches 90% of the equity capital, and it cannot be lower than the floor.

3. 3

   Accept, counter, or reject

   By Nov 11

   Bound at the floor or indicative price; bound at ₹1,120 if discovery lands between floor and indicative. Above ₹1,120 the acquirers may reject, or counter-offer within two working days — permitted only if the post-offer holding including tendered shares is at least 75% and at least half the public shareholding was tendered. A counter cannot be below the higher of the tendered-shares' volume-weighted average price and ₹1,120.

4. 4

   Settlement — or unwind

   Nov 11–18

   If a discovered price above the indicative price is accepted, the proposed payment date is November 18. If the offer fails, tendered shares are to be returned to shareholders by November 11.

The bar for success is high. The promoter group holds 76,12,143 shares (74.20%) of the 1,02,58,326-share capital; arithmetic on the filing's own counts says roughly 16.2 lakh of the 26,46,183 public shares — about 61% of the entire float — must be tendered for the 90% condition to be met. Funding is not the constraint the filing flags: buying every public share at ₹1,120 would cost about ₹296 Cr (computed), the Letter of Offer states the acquirers have made available the requisite funds with an escrow account at HDFC Bank, and it certifies the acquirers' net worths at ₹80,614.21 lakh and ₹78,225.82 lakh — i.e. ₹806.14 Cr and ₹782.26 Cr — as on March 31, 2026.

1. 29 Jun

   Initial Public Announcement — the acquirers and PAC disclose their intention to delist the company.

2. 16 Jul

   Board approves the Delisting Offer; the manager informs the exchanges of the ₹1,119.50 floor and ₹1,120 indicative price, based on a registered valuer's report of the same date (ICON Valuation LLP).

3. 18 Aug

   Public shareholders pass the special resolution by postal ballot — 14,50,416 votes in favour, 9,281 against; result declared August 19.

4. 27 Aug

   Company applies to BSE and NSE for in-principle approval.

5. 21 Oct

   In-principle approvals received from both BSE and NSE; intimated after market hours.

6. 22 Oct

   Detailed Public Announcement published in Financial Express, Jansatta and Pratahkal; Letter of Offer dated the same day.

7. 23 Oct

   Letter of Offer submitted to the exchanges after market close; dispatch to shareholders due by October 26, independent directors' recommendation due by October 29.

The shareholder vote was not close: votes cast in favour were more than 150 times those against, where the regulation requires only a two-to-one margin — the filing itself notes the threshold was comfortably crossed. The market's response to the final approvals was measured: the exchanges' in-principle letters arrived after hours on October 21, and the next session — October 22, also the day the Detailed Public Announcement appeared in the newspapers — closed +2.4% (Oct 22, first session after the approval filing) at ₹1,044.

The market has already traded above the offer price once. On September 15 the stock jumped 9.8% to ₹1,099.60 on 83,635 shares — volume far above the few hundred to few thousand shares of the surrounding sessions — and by September 18 it closed at ₹1,134.90, above the ₹1,120 indicative price; the company's exchange filings in this period show nothing between September 9 and September 21 that dates to those sessions. The move then faded: by end-September the stock was back near ₹1,031, and Friday's ₹1,055.70 close sits 5.7% below the indicative price. One reading — inference, not filing — is that the gap prices the risk that the offer does not complete; the 61%-of-float tendering requirement gives that risk a concrete basis.

Jindal Photo's own operating scale is small: in Q1 FY2027 it reported revenue of ₹7.97 Cr and a standalone net profit of ₹6.67 Cr (₹13.08 Cr consolidated). The more consequential disclosure sits in the Letter of Offer's description of the PAC: Jindal Photo holds 10,07,70,222 shares of Jindal India Power — 16.64% of the thermal-power company that is acting in concert with the acquirers. The same document puts Jindal India Power's FY2026 consolidated profit after tax at ₹94,439 lakh (₹944.39 Cr) and its total equity at ₹5,67,884 lakh (₹5,678.84 Cr). Arithmetic on those figures — book values, not market values, and the Letter of Offer assigns no value to the stake — puts 16.64% of that equity at about ₹945 Cr, against Jindal Photo's entire market capitalisation of roughly ₹1,083 Cr. How that cross-holding is valued is, in substance, the valuation question behind the ₹1,120.

The ownership map underlines how internal to the group this transaction is. Futuristic Trust — whose trustees the filing names as Shyam Sunder Jindal and Subhadra Jindal — owns 99.99% of each acquirer and 32.30% of Jindal India Power, while Jindal Photo in turn owns 16.64% of Jindal India Power. Every party to the offer sits inside the B.C. Jindal Group; the public's 25.80% is the only outside interest, and it is the piece being bought.