Sita Enterprises Limited (SEL) is a Mumbai-based **Non-Banking Financial Company (NBFC)** registered with the **Reserve Bank of India (RBI)**. It is classified as an **Investment and Credit Company (NBFC-ICC)** within the **Base Layer Category**. The company is currently in the final stages of a transformative change in ownership and management control, shifting from its legacy promoters to a new leadership team led by a Chartered Accountant. --- ### Strategic Change in Control and Management Following a Share Purchase Agreement (SPA) dated **December 24, 2024**, the company is undergoing a complete transition of its promoter group. * **New Promoter Profile:** **Mr. Jitendra Rasiklal Sanghavi**, a Chartered Accountant and director at Unistone Capital Private Limited, is the incoming acquirer. * **Acquisition Details:** The transaction involves the purchase of **2,100,000 shares (70.00%)** from the previous promoters at **Rs. 90.00 per share**, totaling **Rs. 18.90 Crores**. * **Open Offer Status:** A SEBI-mandated open offer was triggered to acquire an additional **750,000 shares (25.00%)** from public shareholders at **Rs. 92.50 per share** (inclusive of interest for delays). As of **September 2025**, the acquirer held **2,152,933 shares (71.76%)**. * **Board Reconstitution:** Effective **September 1, 2025**, the board was overhauled. **Mr. Harsh Jitendra Gandhi** (Chartered Accountant) was appointed as **Executive Director**, and **Mr. Kirit Gordhandas Thakker** joined as an Additional Director. Legacy directors Mr. Ashok Tulsyan, Mrs. Sanju Tulsyan, and Mrs. Sneha Tulsyan have ceased their roles. * **Regulatory Approvals:** The **RBI** granted conditional approval for the management change on **July 2, 2025**. **SEBI** has also provided final observations regarding the transition. --- ### Core Business Model and Revenue Streams The company operates under a single reportable segment (**Finance and Investment**) as per **Ind AS-108**. Its strategy focuses on capital deployment during market weakness and maintaining a debt-free balance sheet. * **Financing Activities:** Providing credit through unsecured loans and receivables financing. All loans are currently **repayable on demand** and granted to non-related parties. * **Investment Portfolio:** Deploying capital into equity shares, mutual funds, other financial instruments, and properties. * **Asset Rationalization:** To streamline operations for the new management, the company has divested its stake in its associate, **Bombay Mercantile & Leasing Company Ltd (BML)**. * **September 2, 2025:** Sold **720,000 shares** for **Rs. 363.31 Lakhs**. * **Proposed/Approved:** Further divestment of **1,205,000 shares** for **Rs. 6.08 Crores**. --- ### Financial Performance and Capital Structure Sita Enterprises maintains a conservative financial profile with **zero public borrowings** and **no sanctioned working capital limits** from banks. **Key Financial Metrics** | Metric (₹ in Lakhs) | FY 2024-25 | FY 2023-24 | FY 2022-23 | | :--- | :---: | :---: | :---: | | **Interest Income (Loans)** | **24.36** | **26.63** | **21.93** | | **Interest Income (Investments)** | **17.00** | **20.85** | **16.38** | | **Total Loan Book (Gross)** | **432.00** | **354.14** | **327.00** | | **Earnings Per Share (EPS)** | - | **Rs. 9.39** | **Rs. 1.42** | | **Market Capitalization** | - | **₹12.48 Cr** | **₹4.77 Cr** | **Capitalization Details** * **Authorised & Paid-up Capital:** **Rs. 3.00 Crore** (**30,00,000** Equity Shares of **Rs. 10** each). * **Listing:** Listed on **BSE Limited** (Scrip Code: **512589**). * **Stock Performance:** The share price saw a **161.73% increase** during FY24, closing at **Rs. 41.59** on March 31, 2024, prior to the open offer announcement. * **Statutory Reserves:** The company complies with RBI mandates by transferring at least **20% of net profit** to a **Special Reserve** annually. --- ### Risk Management and Mitigation The company’s risk profile is characterized by high sensitivity to Indian capital markets but low leverage risk. * **Credit and Asset Quality:** While the loan book is unsecured, the company demonstrated strong recovery capabilities in FY24 by recovering **Rs. 80 Lakhs** in overdue loans (90+ days). * **Market and Interest Risk:** * **Interest Rate Risk:** Minimal, as the company has **no outstanding debt**. * **Prepayment Risk:** Potential for loss if fixed-rate loans are repaid early during falling interest rate cycles. * **Currency Risk:** **Nil**, as all transactions are domestic. * **Regulatory Contingencies:** The RBI approval for management change is valid for **one year** from July 2025. The company must complete the shareholding transfer within this window to avoid cancellation of the approval. * **Liquidity:** Management reports no material uncertainty regarding the ability to meet liabilities due within the next **12 months**. --- ### Future Outlook and Acquirer Commitments The new management intends to use the existing BSE-listed platform as a foundation for growth and potential diversification. * **Business Continuity:** The acquirer has committed to continuing the core NBFC activities. * **Expansion:** Plans are in place to explore similar or diversified business lines, subject to statutory approvals. * **Asset Protection:** The acquirer has undertaken **not to dispose of or encumber** any significant assets of the company for a period of **two years** post-acquisition, except in the ordinary course of business or via special resolution. * **Listing Maintenance:** If the public shareholding falls below the **25%** minimum threshold due to the acquisition, the new promoter has committed to restructuring the holding to comply with SEBI listing norms within the prescribed timelines.