Take-private of a listed agri company: share price Rs 200, 5 crore shares, a 30% premium, net debt Rs 300 crore, EBITDA Rs 180 crore. What multiple is that, how is it funded at 5x, and what acceptance and delisting conditions decide whether it can happen?

The offer implies about 8.9x EBITDA; it is funded with Rs 900 crore of new debt and about Rs 740 crore of sponsor equity; and feasibility turns on reaching the delisting threshold, which on this register needs roughly 82% of outside holders to tender. Rs 260 a share values the equity at Rs 1,300 crore; with Rs 300 crore of net debt the EV is Rs 1,600 crore. Uses of Rs 1,640 crore, including refinancing and fees, less 5x debt leaves equity of 45%. Only once both tests pass does the model's roughly 17% IRR matter.

Build the bridge from the share price to the enterprise value, because the premium applies to the shares and the debt comes with the company. Think of buying a flat with a loan still on it: you pay the owner for their equity, and you inherit the bank. Market cap of Rs 1,000 crore plus a 30% premium is Rs 1,300 crore for the equity; plus Rs 300 crore of net debt is an EV of Rs 1,600 crore, 8.9x EBITDA. The premium alone is Rs 300 crore, 1.7 turns of EBITDA handed to selling shareholders before the sponsor has done anything.

Uses first: buy the equity, refinance the existing net debt, pay the fees. Rs 1,300 plus Rs 300 plus Rs 40 is Rs 1,640 crore of uses; 5x EBITDA is Rs 900 crore of new debt; the sponsor writes the remaining Rs 740 crore, 45% of the price. The refinancing matters: the lenders to a private, levered Bhoomika will not sit behind the old listed-company debt, so it is repaid and replaced. A sources and usesThe two-sided table of where the money for a deal comes from and what it is spent on. The two columns must be equal. that forgets the refinancing understates the equity cheque by Rs 300 crore.

Whether enough shareholders tender, because a sponsor cannot borrow 5x against a company that is still listed with a public minority. The framework: a delisting offer must take the acquirer past a high ownership threshold, 90% under the SEBI delisting regulations as commonly described, with the price discovered through a reverse book-building process in which public holders bid, and the acquirer free to reject a discovered price above its offer; confirm the current threshold and mechanics before relying on them. On this register the promoter's 45% leaves 55 points outside, and reaching 90% needs 45 of them, 82% of every outside share. That is why the premium is sized to win institutions rather than to flatter the model.

On the plan, just. EBITDA growing 8% to about Rs 264 crore at a 9x exit, less about Rs 763 crore of debt remaining, returns roughly 2.2x on Rs 740 crore, an IRR near 17%, and that assumes the market multiple at exit is one turn above the market multiple at entry before the premium. The levers are the premium and the promoter: a promoter who rolls part of their 45% into the private company cuts the equity cheque and the acceptance gap at once. The limitation: a one-path model, and a regulatory process whose thresholds, timelines and price discovery you must confirm against the current regulations before the committee meets.