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Nanavati Ventures Ltd — Updates, 01-01-1970: Company Update
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Page 1 of 62
LETTER OF OFFER
‘This document is important and requires your immediate attention’
The Letter of Offer will be sent to you as a Public Shareholder of M/s Nanavati Ventures Limited. If you require any clarifications about the action to be taken, you
may consult your stockbroker or investment consultant or Manager or the Registrar. In case you have recently sold your Equity Shares, please hand over the Letter of
Offer and the accompanying form of acceptance-cum-acknowledgement and transfer deed to the member of the stock exchange through whom the said sale was
effected.
OPEN OFFER BY
Name of the Acquirers Registered Address Contact Details Email Address
Mrs. Nila Biswakarma Acquirer 1 3 No Line, Dalsing Para, Dalsingpara Tea Garden, Jalpaiguri – 735208, West Bengal, India +91-79081-78339 nilabiswakarma702@gmail.com
Mr. Samad Ahmed Khan Acquirer 2
Aaman Shanti CHS Building No. 8, Room No. 306
Hiranandini Aakruti, Lallubhai Compound,
Mankhurd, Mumbai Suburban – 400043,
Maharashtra, India
+91-90999-03564 samadkhan1001@yahoo.com
OPEN OFFER FOR ACQUISITION OF UP TO 12,14,200 OFFER SHARES, REPRESENTING 26.00% OF THE VOTING SHARE CAPITAL OF
NANAVATI VENTURES LIMITED, THE TARGET COMPANY, FROM ITS PUBLIC SHAREHOLDERS AT AN OFFER PRICE OF ₹90.00/- PER
OFFER, PAYABLE IN CASH, MRS. NILA BISWAKARMA (ACQUIRER 1), AND MR. SAMAD AHMED KHAN (ACQUIRER 2), COLLECTIVELY
REFERRED TO AS THE ACQUIRERS, PURSUANT TO AND IN COMPLIANCE WITH REGULATIONS 3 (1), AND 4, OF THE SECURITIES AND
EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, INCLUDING
SUBSEQUENT AMENDMENTS THERETO.
TO THE PUBLIC SHAREHOLDERS OF
NANAVATI VENTURES LIMITED
Corporate Identification Number: L51109GJ2010PLC061936;
Registered Office: Ward-6, PL – 2172 – 2173, 402, 4th Floor, Jin Ratna, Pipla Sheri, Mahidharpura, Surat – 395003, Gujarat, India;
Contact Number: +91-93166-91337; Email Address: info@nventures.co.in; Website: www.nventures.co.in;
1. This Offer is being made by the Acquirers, in pursuance of the provisions of Regulations 3 (1), and 4 of the SEBI (SAST) Regulations, for substantial
acquisition of Equity Shares and voting share capital accompanied with change in control and management of the Target Company.
2. This Offer is not conditional upon a minimum level of acceptance and is not a conditional offer under Regulation 19 of the SEBI (SAST) Regulations.
3. There is no differential pricing in this Offer.
4. This Offer is not a competing offer in terms of the Regulation 20 of SEBI (SAST) Regulations.
5. There are no statutory approvals required to complete this Offer. However, if any statutory approvals are required by the Acquirers at a later date before the
expiration of the Tendering Period, this Offer shall be subject to obtaining such approvals, and the Acquirers shall make the necessary applications for such
statutory approvals. Where any statutory or other approval extends to some but not all the Public Shareholders, the Acquirers shall have the option to make
payment to such Public Shareholders in respect of whom no statutory or other approvals are required to complete this Offer.
6. The Offer Price and/ or the Offer Size may be subject to upward revision, if any, pursuant to the provisions of Regulation 18 (4) of the SEBI (SAST)
Regulations, at any time prior to commencement of the last 1 Working Day prior to the Tendering Period i.e. Monday, June 30, 2025, and the same would
also be informed by way of a public announcement in the Newspapers. Where the Acquirers have acquired any Equity Shares during the Offer Period at a
price higher than the Offer Price, the Offer Price shall stand revised to the highest price paid for such acquisition in accordance with the provisions of
Regulation 8 (8) of the SEBI (SAST) Regulations. However, Acquirers shall not acquire any Equity Shares after the 3rd Working Day prior to the
commencement of the Tendering Period, and until the expiry of the Tendering Period. In the event of such revision, Acquirers shall: (i) make corresponding
increase to the Escrow Amount; (ii) make a public announcement in the same newspapers in which the Detailed Public Statement was published; and (iii)
simultaneously with the issue of such public announcement, inform SEBI, BSE Limited, and the Target Company at its registered office of such revision.
Such revised Offer Price shall be payable by the Acquirers for all the Offer Shares validly tendered during the Tendering Period of this Offer.
7. There has been no competing offer as on date of this Letter of Offer.
8. The Offer Documents would also be available on SEBI’s website accessible at www.sebi.gov.in, BSE’s website accessible at www.bseindia.com, Manager’s
website accessible at www.swarajshares.com, and Registrar’s website accessible at ipo@skylinerta.com/ grievances@skylinerta.com.
For capitalized terms, refer to the Paragraph titled ‘Definitions and Abbreviations’ beginning on page 8 of this Letter of Offer.
All future correspondences should be addressed to the Manager/ Registrar at the address mentioned below:
MANAGER TO THE OFFER Swaraj Shares and Securities Private Limited
Principal Place of Business: Unit No 304, A Wing, 215 Atrium, Near Courtyard Marriot, Andheri East, Mumbai - 400093, Maharashtra, India
Contact Number: +91-22-69649999 E-mail Address: takeover@swarajshares.com
Investor grievance Email Address: investor.relations@swarajshares.com Website: www.swarajshares.com
Contact Person: Tanmoy Banerjee/ Pankita Patel
REGISTRAR TO THE OFFER Skyline Financial Services Private Limited
D-153A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi- 110 020, India
Contact Number: 011-40450193-197 Email Address: ipo@skylinerta.com; grievances@skylinerta.com
Website: www.skylinerta.com Contact Person: Mr. Virender Rana
OFFER OPENING DATE OFFER CLOSING DATE
TUESDAY, JULY 01, 2025 MONDAY, JULY 14, 2025
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SCHEDULE OF THE MAJOR ACTIVITIES RELATING TO THIS OFFER
The schedule of major activities under the Offer is set out below:
Schedule of Activities
Tentative Schedule
(as specified under
the Draft Letter of
Offer (Day and
Date)
REVISED SCHEDULE (DAY AND
DATE) (UPON RECEIPT OF SEBI
OBSERVATION LETTER)
Issue date of the Public Announcement Monday, December 30, 2024 MONDAY, DECEMBER 30, 2024
Publication date of the Detailed Public Statement
in the Newspapers
Thursday, January
02, 2025 THURSDAY, JANUARY 02, 2025
Date of filing of the Draft Letter of Offer with
SEBI
Monday, January
06, 2025 MONDAY, JANUARY 06, 2025
Last date for public announcement for a
competing offer(s)(1)
Friday, January 24,
2025 THURSDAY, JANUARY 23, 2025
Date for receipt of comments from SEBI on the
Draft Letter of Offer
Monday, January
27, 2025 FRIDAY, JUNE 13, 2025
Identified Date(2) Wednesday, January 29, 2025 TUESDAY, JUNE 17, 2025
Last date for dispatch of the Letter of Offer to the
Public Shareholders of the Target Company
whose names appear on the register of members
on the Identified Date
Wednesday,
February 05, 2025 TUESDAY, JUNE 24, 2025
Last date of publication in the Newspapers of
recommendations of the independent directors
committee of the Target Company for this Offer
Monday, February
10, 2025 FRIDAY, JUNE 27, 2025
Last date for upward revision of the Offer Price
and / or the Offer Size
Tuesday, February
11, 2025 MONDAY, JUNE 30, 2025
Last date of publication of opening of Offer
public announcement in the Newspapers
Tuesday, February
11, 2025 MONDAY, JUNE 30, 2025
Date of commencement of Tendering Period Wednesday, February 12, 2025 TUESDAY, JULY 01, 2025
Date of closing of Tendering Period Thursday, February 27, 2025 MONDAY, JULY 14, 2025
Last date of communicating the rejection/
acceptance and completion of payment of
consideration or refund of Equity Shares to the
Public Shareholders(3)
Thursday, March
13, 2025 MONDAY, JULY 28, 2025
Last date for publication of the post-Open Offer
public announcement in the Newspapers(3)
Friday, March 21,
2025MONDAY, AUGUST 04, 2025
Last date for filing the post-Offer report with
SEBI(3)
Friday, March 21,
2025 MONDAY, AUGUST 04, 2025
Note:
1. There has been no competing offer for this Offer.
2. Identified Date is only for the purpose of determining the Public Shareholders as on such date to whom the Letter of Offer
would be sent in accordance with the SEBI (SAST) Regulations. It is clarified that all the Public Shareholders (even if they
acquire Equity Shares and become shareholders of the Target Company after the Identified Date) are eligible to participate
in this Offer any time during the Tendering Period.
3. The action set out above may be completed prior to their corresponding dates subject to compliance with the SEBI
(SAST) Regulations.
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RISK FACTORS
The risk factors set forth below pertain to this Offer, the Underlying Transactions and association with Acquirers,
and do not pertain to the present or future business or operations of the Target Company or any other related
matters. These risk factors are neither exhaustive nor intended to constitute a complete or comprehensive analysis
of the risks involved in or associated with the participation by a Public Shareholder in the Offer but are merely
indicative. Public Shareholders are advised to consult their legal advisor, stockbroker and investment consultant
and/ or tax advisors, for analysing all the risks with respect to their participation in the Offer.
For capitalized terms used hereinafter, please refer to the ‘Definitions’ set out below.
A. Risks relating to Underlying Transaction
1. The consummation of the Underlying Transaction is subject to the conditions as specified under Paragraph 3.1.2.6.1 under
the section 3.1. titled as ‘Background of the Offer’ under Paragraph 3 titled as ‘Details of the Offer’ on page 15 of this
Letter of Offer.
B. Risks relating to this Offer
1. This is a mandatory Offer for acquisition of up to 12,14,200 Offer Shares representing 26.00% of the Voting Share Capital
of the Target Company, made by the Acquirers at an Offer Price of ₹90.00/- per Offer Share, payable in cash. Assuming
full acceptance, the total consideration payable by the Acquirers under the Offer at the Offer Price aggregates to
₹10,92,78,000.00/-, in accordance with the provisions of Regulation 9 (1) (a) of the SEBI (SAST) Regulations, that will be
offered to the Public Shareholders who validly tender their Equity Shares in the Open Offer, subject to the terms and
conditions set out in the Offer Documents. If the number of Equity Shares validly tendered by the Public Shareholders
under this Offer is more than the Offer Size, then the Offer Shares validly tendered by the Public Shareholders will be
accepted on a proportionate basis, subject to acquisition of a maximum of 12,14,200 Equity Shares, representing 26.00%
of the Voting Share Capital.
2. Accordingly, there is no assurance that all the Equity Shares tendered by the Public Shareholders in this Offer will be
accepted. The lien marked against the unaccepted Equity Shares tendered by the Public Shareholders shall be released in
accordance with the schedule of activities for this Offer.
3. In accordance with Regulation 23 (1) of the SEBI (SAST) Regulations, this Offer, shall not be withdrawn except under the
following circumstances:
3.1. If statutory approvals required for this Offer or for acquisition of Sale Shares as stipulated under the Share Purchase
Agreement are refused, provided these requirements for approval have been disclosed in the Detailed Public Statement and
the Letter of Offer;
3.2. If the Acquirers, being a natural person, passes away;
3.3. Any condition stipulated in the Share Purchase Agreement attracting the obligation to make the Open Offer is not met for
reasons outside the reasonable control of the Acquirers, and such Share Purchase Agreement is rescinded, subject to such
conditions having been specifically disclosed in this Detailed Public Statement and the Letter of Offer.
3.4. If SEBI determines that circumstances merit the withdrawal of the Offer, in which case SEBI shall issue a reasoned order
permitting the withdrawal, which will be published on SEBI’s official website.
In the event of the withdrawal of the open offer, the Acquirers shall, through the Manager to the Offer, within 2 Working
Days of such withdrawal, make an announcement in the Newspapers in which the Detailed Public Statement for this Offer
was published, providing the grounds and reasons for the withdrawal. Simultaneously with the announcement, the
Acquirers shall inform in writing the SEBI, BSE Limited, and the Target Company at its registered office.
4. The Acquirers in terms of Regulation 18 (11) of SEBI (SAST) Regulations, are responsible to pursue all statutory approvals
in order to complete this Offer without any default, neglect or delay. In the event, the Acquirers are unable to make the
payment to the Public Shareholders who have accepted this Offer within such period owing to non-receipt of statutory
approvals required by the Acquirers, SEBI may, where it is satisfied that such non-receipt was not attributable to any wilful
default, failure or neglect on the part of the Acquirers to diligently pursue such approvals, grant extension of time for
making payments, subject to the Acquirers agreeing to pay interest to the shareholders for the delay at such rate as may be
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specified. In addition, where any statutory approval extends to some but not all the Public Shareholders, Acquirers shall
have the option to make payment to such Public Shareholders in respect of whom no statutory approvals are required to
complete this Offer. Consequently, payment of consideration to the Public Shareholders of the Target Company whose
Equity Shares have been accepted in this Offer as well as the return of the Equity Shares not accepted by Acquirers may
be delayed.
5. In accordance with the provisions of Regulation 18 (11A) of the SEBI (SAST) Regulations, if there is any delay in making
payment to the Public Shareholders who have accepted this Offer, the Acquirers will be liable to pay interest at the rate of
10% per annum for the period of delay. This obligation to pay interest is without prejudice to any action that the SEBI may
take under Regulation 32 of the SEBI (SAST) Regulations of the relevant regulations or under the Act.
However, it is important to note that if the delay in payment is not attributable to any act of omission or commission by the
Acquirers, or if it arises due to reasons or circumstances beyond the control of the Acquirers, SEBI may grant a waiver
from the obligation to pay interest. Public Shareholders should be aware that while such waivers are possible, there is no
certainty that they will be granted, and as such, there is a potential risk of delayed payment along with the associated
interest.
6. As on the date of this Letter of Offer, except as stated under Paragraph 7.3 titled as ‘Statutory Approvals and conditions
of the Offer’ at page 30 of this Letter of Offer, there are no statutory approvals required to acquire the Equity Shares that
are validly tendered pursuant to this Offer or to complete this Offer. However, if any other statutory approvals are required
or become applicable later before closure of the Tendering Period, then this Offer would be subject to the receipt of such
other statutory approvals that may become applicable later, and Acquirers shall make the necessary applications for such
statutory approvals and this Offer would also be subject to such other statutory or other governmental approval(s).
7. The acquisition of Equity Shares under this Offer from all Public Shareholders (resident and non-resident) is subject to all
approvals required to be obtained by such Public Shareholders in relation to this Offer and the transfer of Equity Shares
held by them to Acquirers. Further, if the Public Shareholders who are not persons resident in India require or had required
any approvals in respect of the transfer of Equity Shares held by them, they will be required to submit such previous
approvals that they would have obtained for holding the Equity Shares, to tender their Equity Shares held by them pursuant
to this Offer, along with the other documents required to be tendered to accept this Offer. In the event such prior approvals
are not submitted, Acquirers reserve his right to reject such Equity Shares tendered in this Offer. If the Equity Shares are
held under general permission of the RBI, the non-resident Public Shareholder should state that the Equity Shares are held
under general permission and clarify whether the Equity Shares are held on repatriable basis or non-repatriable basis.
8. In terms of circular issued by SEBI bearing reference number SEBI/ HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020,
Eligible Public Shareholders holding Equity Shares in physical form are allowed to tender their Equity Shares in the Open
Offer. However, the acceptance of the Equity Shares in physical form tendered in this Open Offer would be conditional on
the Eligible Public Shareholders holding the physical Equity Shares and wishing to tender the same in the Open Offer,
following the process laid out in more detail in the Letter of Offer diligently and submitting all the required documents for
the purpose of ensuring that their physical Equity Shares can be verified and confirmed by the Registrar to the Offer. Equity
Shares, once tendered through the Form of Acceptance-cum-Acknowledgement (as applicable) in the Open Offer, cannot
be withdrawn by the Public Shareholders, even if the acceptance of their Equity Shares in this Open Offer and payment of
consideration are delayed.
9. A lien shall be marked against the shares of the Public Shareholders participating in the tender offers. Upon finalisation of
the entitlement, only accepted quantity of shares shall be debited from the demat account of the Public Shareholders. The
lien marked against unaccepted shares shall be released. The detailed procedure for tendering and settlement of shares
under the revised mechanism is specified in the Chapter 4 to the SEBI Master Circular for SEBI (SAST) Regulations
bearing reference number SEBI/HO/CFD/PoD1/P/CIR/2023/31 dated February 16, 2023.
10. The Public Shareholders will not be able to trade in such Equity Shares which have been tendered in the Open Offer.
During such period, there may be fluctuations in the market price of the Equity Shares.
11. This Letter of Offer has not been filed, registered, or approved in any jurisdiction outside India. Recipients of this Letter
of Offer, residents in jurisdictions outside India should inform themselves of and comply with all applicable legal
requirements. This Offer is not directed towards any person or entity in any jurisdiction or country where the same would
be contrary to the applicable laws or regulations or would subject the Acquirers or the Manager to any new or additional
registration requirements. This is not an offer for sale, or a solicitation of an offer to buy in, any foreign jurisdictions
covered under the Sub-Paragraph titled ‘General Disclaimer’ under Paragraph 2 titled as ‘Disclaimer Clause’ on page 12
of this Letter of Offer and cannot be accepted by any means or instrumentality from within any such foreign jurisdictions.
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12. Public Shareholders are advised to consult their respective stockbroker, legal, financial, investment or other advisors and
consultants of their choice, if any, for assessing further risks with respect to their participation in this Offer, and related
transfer of Equity Shares to Acquirer. Public Shareholders are advised to consult their respective tax advisors for assessing
the tax liability, pursuant to this Offer, or in respect of other aspects such as the treatment that may be given by their
respective assessing officers in their case, and the appropriate course of action that they should take. Acquirers and the
Manager do not accept any responsibility for the accuracy or otherwise of the tax provisions set forth in this Letter of
Offer.
13. In relation to this Offer, Acquirers, and the Manager accept responsibility only for the statements made by them in the
Offer Documents issued by or at the instance of Acquirers, or the Manager in relation to this Offer (other than information
pertaining to the Target Company or Selling Promoter Shareholder which has been obtained from publicly available sources
or provided by the Target Company). Further, the Acquirers and the Manager to the Offer do not accept any responsibility
with respect to the information/misstatement provided by the Target Company and the Selling Promoter Shareholder.
14. Anyone placing reliance on any sources of information (other than as mentioned in this paragraph) would be doing so at
his/her/its own risk.
15. The information contained in this Letter of Offer is as of the date of this Letter of Offer unless expressly stated otherwise.
C. Risks involved in associating with the Acquirers
1. Neither the Acquirers, nor the Manager make any assurance with respect to the financial performance of the Target
Company or the continuance of past trends in the financial performance or future performance of the Target Company nor
do they make any assurance with respect to the market price of the Equity Shares of the Target Company, before, during
or after this Offer. Each of the Acquirers, and the Manager expressly disclaim any responsibility or obligation of any kind
(except as required under applicable law) with respect to any decision by any Public Shareholder on whether to participate
or not in this Offer.
2. The Acquirers make no assurance with respect to their investment or divestment decisions relating to their proposed
shareholding in the Target Company.
3. Certain information pertaining to the Target Company and the Selling Promoter Shareholder contained in this Letter of
Offer or any other Offer Documents made in connection with the Offer has been compiled from publicly available sources
which has not been independently verified by the Acquirers or the Manager to the Offer. Further, the Acquirers and the
Manager to the Offer do not accept any responsibility with respect to the information/misstatement provided by the Target
Company.
4. Neither the Acquirers nor the Manager nor the Registrar accept any responsibility for any loss of documents during transit
(including but not limited to Offer acceptance forms, copies of delivery instruction slips, etc.), and Public Shareholders are
advised to adequately safeguard their interest in this regard.
5. As per Regulation 38 of the SEBI (LODR) Regulations read with Rule 19A of the SCRR, the Target Company is required
to maintain minimum public shareholding, as determined in accordance with the SCRR, on a continuous basis for listing.
Upon completion of the Transactions, if the public shareholding of the Target Company falls below the minimum level of
public shareholding as required to be maintained by the Target Company as per the SCRR and the SEBI (LODR)
Regulations, the Acquirers undertakes to take necessary steps to facilitate the compliance by the Target Company with the
relevant provisions prescribed under the SCRR as per the requirements of Regulation 7(4) of the SEBI (SAST) Regulations
and/or the SEBI (LODR) Regulations, within the time period stated therein, i.e., to bring down the non-public shareholding
to 75.00% within 12 months from the date of such fall in the public shareholding to below 25.00%, through permitted
routes and/or any other such routes as may be approved by SEBI from time to time. Any failure to do so could have an
adverse effect on the price of the Equity Shares.
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D. Currency of Presentation
In this Letter of Offer,
1. All references to ‘₹’, ‘Rs.’, ‘Rupees’, ‘Re’, ‘Rupee’ are references to the official currency of India.
2. Throughout this Letter of Offer, all figures have been expressed in ‘Lakhs’ unless otherwise specifically stated.
3. Any discrepancy in any table between the total and sums of the amounts listed are due to rounding off and/ or regrouping.
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TABLE OF CONTENTS
1. DEFINITIONS AND ABBREVIATIONS .............................................................................................................. 8
2. DISCLAIMER CLAUSE ........................................................................................................................................ 12
3. DETAILS OF THIS OFFER .................................................................................................................................. 14
4. BACKGROUND OF ACQUIRERS ...................................................................................................................... 19
5. BACKGROUND OF THE TARGET COMPANY .............................................................................................. 21
6. OFFER PRICE AND FINANCIAL ARRANGEMENTS ................................................................................... 26
7. TERMS AND CONDITIONS OF THE OFFER ................................................................................................. 28
8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER .............................................. 32
9. COMPLIANCE WITH THE TAX REQUIREMENTS ...................................................................................... 39
10. DOCUMENTS FOR INSPECTION ...................................................................................................................... 49
11. DECLARATION BY THE ACQUIRERS ............................................................................................................ 50
FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT ..................................................................................... 55
FORM NO. SH-4 SECURITIES TRANSFER FORM ................................................................................................... 61
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1. DEFINITIONS AND ABBREVIATIONS
Abbreviations Particulars
Acquirer 1
Mrs. Nila Biswakarma, wife of Mr. Bikash Rasily, aged about 34 years, Indian Resident,
bearing Permanent Account Number ‘DCMPB0272G’ allotted under the Income Tax
Act, 1961, resident at 3 No Line, Dalsing Para, Dalsingpara Tea Garden, Jalpaiguri –
735208, West Bengal, India.
Acquirer 2
Mr. Samad Ahmed Khan, son of Mr. Ahmed Khan, aged about 35 years, Indian
Resident, bearing Permanent Account Number ‘BHXPK5365H’ allotted under the
Income Tax Act, 1961, resident at Aaman Shanti CHS Building No. 8, Room No. 306
Hiranandini Aakruti, Lallubhai Compound, Mankhurd, Mumbai Suburban – 400043,
Maharashtra, India.
Acquisition Window
The facility for acquisition of Equity Shares through stock exchange mechanism
pursuant to this Offer shall be available on the BSE Limited, in the form of a separate
window.
Acquisition Window
Circulars
Stock exchange mechanism as provided under SEBI (SAST) Regulations and the SEBI
Circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015, as amended from time
to time, read with the SEBI Circular CFD/DCR2/CIR/P/2016/131 dated December 9,
2016, as amended from time to time and SEBI Circular SEBI/HO/CFD/ DCR-
III/CIR/P/2021/615 dated August 13, 2021 and SEBI master circular
SEBI/HO/CFD/PoD-1/P/ CIR/2023/31 dated February 16, 2023, as amended from time
to time and notices/ guidelines issued by BSE and the Clearing Corporation in relation
to the mechanism/ process for the acquisition of shares through the stock exchange
pursuant to the tender offers under takeovers, buy back and delisting, as amended and
updated from time to time.
AoA Articles of Association
Board Board of Directors of the Target Company.
Book Value per Equity Share Net-Worth / Number of Equity Share.
BSE The abbreviation for BSE Limited, being the only stock exchange on which the Equity Shares of the Target Company are listed.
Buying Broker Nikunj Stock Brokers Limited
CDSL Central Depository Services (India) Limited.
CKYC Central know your client.
CIN Corporate Identification Number issued under the Companies Act, 1956/ Companies Act, 2013, and the rules made thereunder.
Clearing Corporation Indian Clearing Corporation Limited (ICCL) for the BSE Limited.
Companies Act, 2013 The Companies Act, 2013, along with the relevant rules made thereunder.
Depositories Central Depository Services Limited and National Securities Depository Limited.
DIN Director Identification Number issued and allotted under the Companies Act 1956/ Companies Act, 2013, and the rules made thereunder.
DLOF/ Draft Letter of Offer
The Draft Letter of Offer dated Monday, January 06, 2025, filed and submitted with
SEBI pursuant to the provisions of Regulation 16 (1) of the SEBI (SAST) Regulations,
for its observations.
DP Depository Participant.
DPS/ Detailed Public
Statement
Detailed Public Statement dated Wednesday, January 01, 2025, in connection with this
Offer, published on behalf of the Acquirers on Thursday, January 02, 2025, in Financial
Express (English daily) (All Editions), Jansatta (Hindi daily) (All Editions), and
Mumbai Lakshadeep (Marathi Daily) (Mumbai Edition), and Financial Express
(Gujarati daily) (Ahmedabad Edition)in accordance with the provisions of Regulation
14 (3) of the SEBI (SAST) Regulations.
ECS Electronic Clearing Service.
EPS Earnings Per Equity Share calculated as Profit after tax / number of outstanding Equity Shares at the close of the year/ period.
Escrow Account
The Escrow Account with account number ‘924020074637897’ and in the name and
style of ‘Nanavati - Open Offer Escrow Account’ opened by the Acquirers with the
Escrow Bank, in accordance with the SEBI (SAST) Regulations.
Escrow Agreement Escrow Agreement, dated Monday, December 30, 2024, entered amongst and between Acquirers, the Escrow Banker, and the Manager to the Offer.
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Abbreviations Particulars
Escrow Amount The amount aggregating to ₹2,75,00,000.00/- maintained by the Acquirers with the Escrow Banker, in accordance with the Escrow Agreement.
Escrow Banker
Axis Bank Limited, a company incorporated under the Companies Act, 1956 and
registered as a banking company within the meaning of the Banking Regulation Act,
1949, with SEBI registration No. INBI00000017 with its registered office at 3rd Floor,
Trishul, Opposite Samrtheswar Temple, Law Garden, Ellis Bridge, Ahmedabad – 380
006, India, and operating from its branch office located at Sakinaka Branch located
Corporate Centre, Ground Floor, CTS No. 271, Andheri Kurla Road, Andheri (East),
Mumbai – 400059, Maharashtra, India.
Equity Shares The fully paid-up equity shares of the Target Company of face value of ₹10.00/-each.
Finance Act The Finance Act, 2021.
FATCA Foreign Account Tax Compliance Act.
FEMA The Foreign Exchange Management Act, 1999 and the rules and regulations framed thereunder, as amended or modified from time to time.
FI Financial Institutions
FIIs
Erstwhile Foreign Institutional Investor(s), as defined under Section 2(1)(f) of the
Securities and Exchange Board of India (Foreign Institutional Investors) Regulations,
1995, as amended and modified from time to time.
FIPB
Erstwhile Foreign Investment Promotion Board or the Foreign Investment Facilitation
Portal, and which shall include the erstwhile Department of Industrial Policy and
Promotion, Ministry of Commerce and Industry, Government of India, and which shall
include the Department for Promotion of Industry and Internal Trade, Ministry of
Commerce and Industry, Government of India.
FPIs
Foreign Portfolio Investor(s), as defined under Regulation 2(1)(j) of the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, as amended
and modified from time to time.
Form of Acceptance Form of Acceptance-cum-Acknowledgement.
Identified Date The date for the purpose of determining the names of the shareholders as on such date to whom the Letter of Offer would be sent, being Tuesday, June 17, 2025.
ISIN ISIN is the abbreviation for International Securities Identification Number.
IT Act Income Tax Act, 1961, as amended and modified from time to time.
ISIN International Securities Identification Number.
IFSC Indian Financial System Code.
IPV In person verification.
Letter of Offer
Letter of Offer along with along with Form of Acceptance-Cum-Acknowledgement (for
holding Equity Shares in physical form), and Form SH-4 Securities Transfer Form,
dated Saturday, June 21, 2025, which shall be dispatched to the Public Shareholders of
the Target Company.
LLPIN Limited Liability Partnership Identification Number issued under Limited Liability Partnership Act, 2008.
LTCG Long Term Capital Gains.
Manager Swaraj Shares and Securities Private Limited
Maximum Consideration
The total funding requirement for this Offer, assuming full acceptance of this Offer
being ₹10,92,78,000.00/-, that will be offered to the Public Shareholders who validly
tender their Equity Shares in the Offer.
MF Mutual Funds
Negotiated Price
A price of ₹51.00/- per Sale Share, aggregating to a purchase consideration of
₹12,31,19,100.00/- for the sale of 24,14,100 Sale Shares representing 51.69% of the
Voting Share Capital of the Target Company, by Selling Promoter Shareholder to the
Acquirers, pursuant to the execution of the Share Purchase Agreement.
Newspapers
Financial Express (English daily) (All Editions), Jansatta (Hindi daily) (All Editions),
and Mumbai Lakshadeep (Marathi Daily) (Mumbai Edition), and Financial Express
(Gujarati daily) (Ahmedabad Edition)wherein the Detailed Public Statement dated
Wednesday, January 01, 2025, in connection with this Offer, published on behalf of
Acquirers on Thursday, January 02, 2025, in accordance with the provisions of
Regulation 14 (3) of the SEBI (SAST) Regulations.
NRE Non-Resident External.
NRIs Non - Resident Indians.
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Abbreviations Particulars
NRO Non-Resident (Ordinary).
NSDL National Securities Depository Limited.
OCBs Overseas Corporate Bodies.
Offer
Open offer being made by the Acquirers for acquisition of up to 12,14,200 Offer Shares
representing 26.00% of the Voting Share Capital of the Target Company, at an offer
price of ₹90.00/- per Offer Share, to the Public Shareholders of the Target Company,
payable in cash, assuming full acceptance aggregating to a maximum consideration to
an amount of ₹10,92,78,000.00/- that will be offered to the Public Shareholders who
validly tender their Equity Shares in the Offer.
Offer Documents
Public Announcement, Detailed Public Statement, Draft Letter of Offer, Letter of Offer,
Recommendation of the Committee of the Independent Directors of the Company, Pre-
Offer Cum Corrigendum to Detailed Public Statement, and Post Offer Public
Announcement, and any other notices, advertisements, and corrigendum issued by or on
behalf of the Manager.
Offer Period
The period from the date of entering into a Share Purchase Agreement to acquire the
Sale Shares, and Voting Share Capital in, or control over, the Target Company requiring
a Public Announcement or the date on which the Public Announcement has been issued
by the Acquirers, i.e. Monday, December 30, 2024, and the date on which the payment
of consideration to the Public Shareholders whose Equity Shares are validly accepted in
this Offer, is made, or the date on which this Offer is withdrawn, as the case may be.
Offer Price
A price of ₹90.00/- per Offer Share, to the Public Shareholders of the Target Company,
payable in cash, assuming full acceptance aggregating to a maximum consideration of
aggregating to an amount of ₹10,92,78,000.00/- that will be offered to the Public
Shareholders who validly tender their Equity Shares in the Offer.
Offer Shares Open offer being made by the Acquirers for acquisition of up to 12,14,200 Offer Shares, representing 26.00% of the Voting Share Capital of the Target Company.
PAN Permanent Account Number allotted under the Income Tax Act, 1961.
PAT Profit After Tax.
Promoters
The existing promoters of the Target Company (accordance with the provisions of
Regulations 2 (1) (s), and 2 (1) (t) of the SEBI (SAST) Regulations, read with
Regulations 2 (1) (oo) and 2 (1) (pp) of the SEBI (ICDR) Regulations), in this case,
namely being Mrs. Kashmira Hemantkumar Nanavati, Mrs. Vaishnavi Mihir Patel, and
Mr. Shreykumar Hasmukhbhai Sheth.
Public Announcement
The Public Announcement dated Monday, December 30, 2024, issued in accordance
and compliance with the provisions of Regulations 3(1), and 4 read with Regulations
13(1), 14, and 15(1) of the SEBI (SAST) Regulations.
Public Shareholders
All the public shareholders of the Target Company who are eligible to tender their
Equity Shares in the Open Offer, excluding the Acquirers, the existing Promoters of the
Target Company, and the parties to the Share Purchase Agreement including persons
deemed to be acting in concert with such parties to the Share Purchase Agreement.
RBI Reserve Bank of India.
Registrar to the Company KFin Technologies Limited
Registrar to the Offer Skyline Financial Services Private Limited
Return on Net Worth Profit After Tax/ Net-Worth.
Rs./ ₹/ INR The lawful currency of the Republic of India
RTGS Real Time Gross Settlement.
Sale Shares
24,14,100 Equity Shares representing 51.69% of the Voting Share Capital of the Target
Company, proposed to be acquired by the Acquirers from the Selling Promoter
Shareholder, as per the conditions stipulated under the Share Purchase Agreement.
SCRR Securities Contract (Regulation) Rules, 1957, as amended.
SEBI Securities and Exchange Board of India.
SEBI Act Securities and Exchange Board of India Act, 1992 and subsequent amendments thereto.
SEBI (ICDR) Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and subsequent amendment thereto.
SEBI (LODR) Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and subsequent amendment thereto.
SEBI (SAST) Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and subsequent amendments thereof.
----------------Page (10) Break----------------
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Abbreviations Particulars
Selling Brokers Respective stockbrokers of all the Public Shareholders who desire to tender their Equity Shares under this Offer.
Selling Promoter
Shareholder
One of the existing Promoters of the Target Company, namely Mrs. Kashmira
Hemantkumar Nanavati, who is one of the parties to the Share Purchase Agreement
dated Monday, December 30, 2024, entered with the Acquirers
Share Purchase Agreement
The share purchase agreement dated Monday, December 30, 2024, executed between
the Acquirers, and the Selling Promoter Shareholder, pursuant to which the Acquirers
have agreed to acquire 24,14,100 Sale Shares representing 51.69% of the Voting Share
Capital of the Target Company, at a Negotiated Price of ₹51.00/- per Sale Share,
aggregating to a maximum consideration of ₹12,31,19,100.00/-, payable subject to the
terms and conditions specified in the Share Purchase Agreement
STCG Short term capital gains.
STT Securities Transaction Tax.
Target Company/
NVENTURES
M/s Nanavati Ventures Limited, a public limited incorporated under the provisions of
the Companies Act, 1956, bearing corporate identity number
‘L51109GJ2010PLC061936’, bearing Permanent Account Number ‘AADCN3756A’
allotted under the Income Tax Act, 1961, with its registered office located at Ward-6,
PL – 2172 – 2173, 402, 4th Floor, Jin Ratna, Pipla Sheri, Mahidharpura, Surat – 395003,
Gujrat, India
Tendering Period
The meaning ascribed to it under Regulation 2(1) (za) of the SEBI (SAST) Regulations.
In this case the tendering period commences from Tuesday, July 01, 2025, and ends on
Monday, July 14, 2025, both days inclusive.
TRS Transaction Registration Slip.
Underlying Transaction The transaction for acquisition of Sale Shares as contemplated under the Share Purchase Agreement.
Voting Share Capital The paid-up share capital of ₹4,67,00,000.00/-comprising of 46,70,000 Equity Shares
Working Day Working days of SEBI as defined under Regulation 2(1) (zf) of the SEBI (SAST) Regulations.
Note:
All terms beginning with a capital letter used in this Letter of Offer, but not otherwise defined herein, shall have the
meaning ascribed thereto in the SEBI (SAST) Regulations unless specified.
In this Letter of Offer, any reference to the singular will include the plural and vice-versa.
----------------Page (11) Break----------------
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2. DISCLAIMER CLAUSE
‘IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF THE DRAFT LETTER OF OFFER WITH
SECURITIES AND EXCHANGE BOARD OF INDIA SHOULD NOT, IN ANY WAY, BE DEEMED OR
CONSTRUED THAT, THE SAME HAS BEEN CLEARED, VETTED, OR APPROVED BY SECURITIES AND
EXCHANGE BOARD OF INDIA. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO
SECURITIES AND EXCHANGE BOARD OF INDIA FOR A LIMITED PURPOSE FOR OVERSEEING
WHETHER THE DISLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN
CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL
ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, INCLUDING SUBSEQUENT
AMENDMENTS THERETO. THIS REQUIREMENT IS TO FACILITATE PUBLIC SHAREHOLDERS OF
NANAVATI VENTURES LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THIS OFFER.
SECURITIES AND EXCHANGE BOARD OF INDIA DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR
THE FINANCIAL SOUNDNESS OF THE ACQUIRERS AND THE PERSON ACTING IN CONCERT OR FOR
THE TARGET COMPANY WHOSE EQUITY SHARES AND CONTROL IS PROPOSED TO BE ACQUIRED
OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR THE OPINIONS EXPRESSED IN THE
DRAFT LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE ACQUIRERS
AND THE PERSON ACTING IN CONCERT ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS,
ADEQUACY, AND DISCLOSURE OF ALL THE RELEVANT INFORMATION IN THE DRAFT LETTER OF
OFFER, THE MANAGER IS EXPECTED TO EXERCISE DUE-DILIGENCE TO ENSURE THAT ACQUIRERS
DULY DISCHARGE THEIR RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS
PURPOSE, THE MANAGER HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED MONDAY,
JANUARY 06, 2025, TO SECURITIES AND EXCHANGE BOARD OF INDIA IN ACCORDANCE WITH THE
PROVISIONS OF SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF
SHARES AND TAKEOVERS) REGULATIONS, 2011, INCLUDING SUBSEQUENT AMENDMENTS
THERETO. THE FILING OF THE DRAFT LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE
ACQUIRERS AND THE PERSON ACTING IN CONCERT FROM THE REQUIREMENT OF OBTAINING
SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THIS OFFER.’
GENERAL DISCLAIMER
THIS LETTER OF OFFER TOGETHER WITH THE DRAFT LETTER OF OFFER, DETAILED PUBLIC
STATEMENT, AND THE PUBLIC ANNOUNCEMENT IN CONNECTION WITH THIS OFFER, HAVE BEEN
PREPARED FOR THE PURPOSES OF COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS OF
INDIA, INCLUDING THE SEBI ACT AND THE SEBI (SAST) REGULATIONS, AND HAS NOT BEEN
REGISTERED OR APPROVED UNDER ANY LAWS OR REGULATIONS OF ANY COUNTRY OUTSIDE OF
INDIA. THE DISCLOSURES IN THIS LETTER OF OFFER AND THE OPEN OFFER PARTICULARS
INCLUDING BUT NOT LIMITED TO THE OFFER PRICE, OFFER SIZE AND PROCEDURES FOR
ACCEPTANCE AND SETTLEMENT OF THE OPEN OFFER ARE GOVERNED BY SEBI (SAST)
REGULATIONS, AND OTHER APPLICABLE LAWS, RULES AND REGULATIONS OF INDIA, THE
PROVISIONS OF WHICH MAY BE DIFFERENT FROM THOSE OF ANY JURISDICTION OTHER THAN
INDIA. THE INFORMATION CONTAINED IN THIS LETTER OF OFFER IS AS OF THE DATE OF THIS
LETTER OF OFFER. THE ACQUIRERS, THE MANAGER TO THE OFFER AND ANY DEEMED PERSONS
ACTING IN CONCERT WITH THE ACQUIRERS ARE UNDER NO OBLIGATION TO UPDATE THE
INFORMATION CONTAINED HEREIN AT ANY TIME AFTER THE DATE OF THIS LETTER OF OFFER.
NO ACTION HAS BEEN OR WILL BE TAKEN TO PERMIT THIS OFFER IN ANY JURISDICTION WHERE
ACTION WOULD BE REQUIRED FOR THAT PURPOSE. THE LETTER OF OFFER SHALL BE SENT TO
ALL PUBLIC SHAREHOLDERS WHOSE NAMES APPEAR IN THE REGISTER OF MEMBERS OF THE
TARGET COMPANY, AT THEIR STATED ADDRESS, AS OF THE IDENTIFIED DATE. HOWEVER,
RECEIPT OF THE LETTER OF OFFER BY ANY PUBLIC SHAREHOLDER IN A JURISDICTION IN WHICH
IT WOULD BE ILLEGAL TO MAKE THIS OFFER, OR WHERE MAKING THIS OFFER WOULD REQUIRE
ANY ACTION TO BE TAKEN (INCLUDING, BUT NOT RESTRICTED TO, REGISTRATION OF THE DRAFT
LETTER OF OFFER AND/OR THIS LETTER OF OFFER UNDER ANY LOCAL SECURITIES LAWS), SHALL
NOT BE TREATED BY SUCH PUBLIC SHAREHOLDER AS AN OFFER BEING MADE TO THEM, AND
SHALL BE CONSTRUED BY THEM AS BEING SENT FOR INFORMATION PURPOSES ONLY.
ACCORDINGLY, NO SUCH PUBLIC SHAREHOLDER MAY TENDER HIS/ HER/ ITS EQUITY SHARES IN
THIS OFFER IN SUCH JURISDICTION.
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PERSONS IN POSSESSION OF THE OFFER DOCUMENTS ARE REQUIRED TO INFORM THEMSELVES
OF ANY RELEVANT RESTRICTIONS. ANY PUBLIC SHAREHOLDER WHO TENDERS HIS, HER, OR ITS
EQUITY SHARES IN THIS OFFER SHALL BE DEEMED TO HAVE DECLARED, REPRESENTED,
WARRANTED, AND AGREED THAT HE, SHE, OR IT IS AUTHORIZED UNDER THE PROVISIONS OF ANY
APPLICABLE LOCAL LAWS, RULES, REGULATIONS, AND STATUTES TO PARTICIPATE IN THIS
OFFER.
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Page
14
of
62
3.
DETAILS OF THIS OFFER
3.1.
Background of the Offer
3.1.1
This is a triggered mandatory open offer in compliance with the
provisions of Regulations 3(1) and 4 of the SEBI (SAST) Regula
tions pursuant to the execution of the Share
Purchase Agreement for the acquisition of substantial number of
Equity Shares, Voting Share Capital, and control over the Targ
et Company.
3.1.2
The salient features of the Sha
re Purchase Agreement are outlin
ed as below:
3.1.2.1.
The Acquirers have entered into a Share Purchase Agreement date
d Monday, December 30, 2024, with the Selling Promoter Sharehol
der, pursuant to which the Acquirers have
agreed to acquire, 24,14,100 Sale Shares, which constitutes 51.
69% of the Voting Share Capital of the Target Company, at a Ne
gotiated Price of price of ₹51.00/- per Sale
Share, for an aggregate consideration ₹12,31,19,100.00/-, subje
ct to the conditions specified in the Share Purchase Agreement.
3.1.2.2.
The Acquirers have agreed to pur
chase the Sale Shares from the
Selling Promoter Shareholder on the terms set out in the Share
Purchase Agreement. The Sale Shares shall be
sold with full legal and beneficial title and free from encumbr
ances with all rights then attaching to them.
3.1.2.3.
The details of sale and purchase of Sale Shares:
Name of the Selling Promoter Shareholder
Details of change in the name in the past (if applicable)
Nature of Entity
Group
Part of Promoter/ Promoter Group of Target company
Details of Shares/Voting Rights held by the
Selling Shareholders
Pre-Share Purchase
Agreement Transaction
Post-Share Purchase
Agreement Transaction
No. of Equity Shares
% of Voting Share Capital
No. of Equity Shares
% of Voting Share Capital
Mrs. Kashmira Hemantkumar Nanavati (Selling Promoter Shareholder) PAN: AAOPN6155F Resident at 7/3428-201 Bhanuvila Apartment, Rampura Main Road, Opposite Swaminar Ayan Temple, Surat City – 395003, Gujrat, India
Not
Applicable
Individual None Yes
24,14,100
51.69% -- --
Total
24,14,100
51.69%
--
--
3.1.2.4.
Upon completion of the Offer for
malities, the Selling Promoter
Shareholder will cease to hold any Equity Shares in the Target
Company. The existing Promoters will transfer
control and management of the Target Company to the Acquirers a
nd submit an application for declassification from the ‘Promote
r and Promoter Group’ categories, in
accordance with Regulation 31A of the SEBI (LODR) Regulations.
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3.1.2.5. The aggregate entire purchase consideration for the Sale Shares aggregating to an amount of ₹12,31,19,100.00/- shall be
payable to the Selling Promoter Shareholder as per the schedule tabled below:
Particulars of Event Amount Payable
Upon Execution of the Share Purchase Agreement ₹1,09,00,000.00/ -
Within 15 Working Days of execution of the Share Purchase Agreement ₹99,39,887.00/-
Within 5 working days of Post Effective Date / Transfer Date as applicable ₹10,22,79,213.00/-
Total ₹12,31,19,100.00/-
3.1.2.6. Except as stated below, there are no conditions as stipulated in the Share Purchase Agreement, the meeting of which would
be outside the reasonable control of Acquirers, and in view of which the Offer might be withdrawn under Regulation 23(1)
of the SEBI (SAST) Regulations:
3.1.2.6.1. Non-Fulfilment of Conditions Precedent: If the conditions precedent specified under the Share Purchase Agreement are
not fulfilled (unless waived off in accordance with the Share Purchase Agreement). The details of which are specified as
under:
(i) The sale and purchase of the Sale Shares shall be subject to compliance with the provisions of the SEBI (SAST)
Regulations;
(ii) The Selling Promoter Shareholder and the Acquirers shall cause the Target Company to comply with the provisions of the
Takeover Regulations;
(iii) In case of non-compliance with any provisions of the SEBI (SAST) Regulations by any party to the Share Purchase
Agreement;
3.1.2.6.2. In the event of termination of the Share Purchase Agreement, as per the termination clause as stipulated in the Share
Purchase Agreement, the details of which are specified as under:
(i) The Share Purchase Agreement is irrevocable and cannot be terminated by either party unilaterally. In any situation
Acquirers do not complete payment of remaining outstanding consideration within stipulated timeline then the Selling
Promoter Shareholder will have right to forfeit the amount received. The termination of the Share Purchase Agreement can
be done only by mutual consent in writing of all parties i.e. Acquirers and the Selling Promoter Shareholder. Any mutual
termination of the Share Purchase Agreement has to be witnessed by same witness who testify the Share Purchase
Agreement.
(ii) Notwithstanding anything mentioned in the aforesaid clause, if SEBI, or any other government regulatory authority directs
either the Acquirers or the Selling Promoter Shareholder to terminate the Share Purchase Agreement, the same shall be
terminated and termination of the Share Purchase Agreement in such situation shall not affect any rights and obligations
of the parties arising prior to termination.
3.1.3 Upon consummation of the Underlying Transaction contemplated in the Share Purchase Agreement and post successful
completion of the Offer, the Acquirers will acquire control over the Target Company and the Acquirers shall become the
promoters of the Target Company in accordance with the provisions of the SEBI (LODR) Regulations.
3.1.4 There is/ are no person acting in concert/s with Acquirers within the meaning of Regulation 2(1)(q) of the SEBI (SAST)
Regulations.
3.1.5 This Offer is not a result of global acquisition resulting in indirect acquisition of the Target Company.
3.1.6 The Acquirers have not been prohibited by the SEBI from dealing in securities, in terms of Section 11B of the SEBI Act
or under any of the regulations made under the SEBI Act.
3.1.7 The Acquirers have not appointed any representative as a nominee directors or representatives on the Board of Directors
of the Target Company as of the date of this Letter of Offer.
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3.1.8 As per the provisions of Regulations 26(6) and 26(7) of the SEBI (SAST) Regulations, the Board of Directors of the Target
Company is required to constitute a committee of independent directors who would provide written reasoned
recommendation on this Offer to the Public Shareholders of the Target Company and such recommendations shall be
published at least 2 Working Days before the commencement of the Tendering Period in the same newspapers.
3.2. Details of the proposed Offer
3.2.1. The Public Announcement announcing the Offer under the provisions of Regulations 3(1), and 4 read with Regulations
13(1) and 15(1) of the SEBI (SAST) Regulations was issued on Monday, December 30, 2024, by the Manager, for and on
behalf of Acquirers. An electronic copy of the said Public Announcement was filed with SEBI, BSE Limited, and the
Target Company on Monday, December 30, 2024, whereas the copy of the said Public Announcement was delivered to
SEBI on Monday, December 30, 2024.
3.2.2. The Detailed Public Statement dated Tuesday, January 01, 2025, was subsequently published in the following newspapers
on Thursday, January 02, 2025, in accordance with the provisions of Regulation 14 (3) of the SEBI (SAST) Regulations:
Publication Language Edition
Financial Express English daily All Editions
Jansatta Hindi Daily All Editions
Mumbai Lakshadeep Marathi Daily Mumbai Edition
Financial Express Gujarati daily Ahmedabad Editions
A copy of the said Detailed Public Statement was filed with SEBI, BSE Limited, and the Target Company at its registered
office on Thursday, January 02, 2025.
3.2.3. The Detailed Public Statement along with other Offer Documents is/ shall also be available on the website of SEBI
accessible at www.sebi.gov.in, the website of BSE accessible at www.bseindia.com, and the website of the Manager
accessible at www.swarajshares.com.
3.2.4. The Acquirers have proposed to acquire from the Public Shareholders up to 12,14,200 Offer Shares, representing 26.00%
of the Voting Share Capital of the Target Company at an Offer Price of ₹90.00/- per Offer Share, aggregating to an amount
of ₹10,92,78,000.00/- payable in cash, in accordance with the provisions of Regulation 9(1)(a) of the SEBI (SAST)
Regulations, and subject to the terms and conditions set out in the Offer Documents.
3.2.5. As of the date of this Letter of Offer, as per the shareholding pattern filed for the quarter ended March 31, 2025, there are
no partly paid-up Equity Shares of the Target Company or other convertible instruments (including fully convertible
securities/ partially convertible securities and employee stock options) issued by the Target Company.
3.2.6. The Acquirers will accept all the Offer Shares of the Target Company, that are tendered in valid form in terms of this Offer
up to a maximum of 12,14,200 Equity Shares, representing 26.00% of the Voting Share Capital of the Target Company.
3.2.7. The Acquirers have not purchased any Equity Shares of the Target Company from the date of the Public Announcement
to the date of this Letter of Offer.
3.2.8. The Acquirers have deposited an amount of ₹2,75,00,000.00/- i.e., more than 25.00% of the total consideration payable in
the Offer, assuming full acceptance in the Escrow Account pursuance of this Offer.
3.2.9. No competing offer has been received for this Offer.
3.2.10. There is no differential pricing in this Offer.
3.2.11. This Offer is not conditional upon any minimum level of acceptance in terms of the Regulation 19(1) of SEBI (SAST)
Regulations.
3.2.12. This Offer is not a competing offer in terms of the Regulation 20 of SEBI (SAST) Regulations.
3.2.13. This Offer is not pursuant to any global acquisition resulting in an indirect acquisition of Equity Shares.
3.2.14. The Equity Shares will be acquired by Acquirers free from all liens, charges, and encumbrances together with all rights
attached thereto, including the right to all dividends, bonus, and rights offer declared hereafter.
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3.2.15. Pursuant to Regulation 12 of the SEBI (SAST) Regulations, the Acquirers have appointed Swaraj Shares and Securities
Private Limited as the Manager.
3.2.16. As on the date of this Letter of Offer, the Manager does not hold any Equity Shares in the Target Company and is not
related to the Acquirers, and the Target Company in any manner whatsoever. The Manager declares and undertakes that,
they shall not deal on its own account in the Equity Shares during the Offer Period. Further, the Manager to the Offer has
received a Post Enquiry Show Cause Notice dated December 06, 2024, under Regulation 27 (1) of the Securities and
Exchange Board of India (Intermediaries) Regulations, 2008.
3.2.17. As per Regulation 38 of the SEBI (LODR) Regulations read with Rule 19A of the SCRR, the Target Company is required
to maintain minimum public shareholding, as determined in accordance with the SCRR, on a continuous basis for listing.
Upon completion of the Underlying Transaction and this Offer, if the public shareholding of the Target Company falls
below the minimum level of public shareholding as required to be maintained by the Target Company as per the SCRR
and the SEBI (LODR) Regulations, the Acquirers undertake to take necessary steps to facilitate the compliance by the
Target Company with the relevant provisions prescribed under the SCRR as per the requirements of Regulation 7 (4) of
the SEBI (SAST) Regulations and/or the SEBI (LODR) Regulations, within the time period stated therein, i.e., to bring
down the non-public shareholding to 75.00% within 12 months from the date of such fall in the public shareholding to
below 25.00%, through permitted routes and/or any other such routes as may be approved by SEBI from time to time.
Upon completion of this Offer, assuming full acceptances, the Acquirers will hold 38,05,300 Equity Shares, representing
81.48% of the Voting Share Capital of the Target Company.
3.2.18. If Acquirers acquire Equity Shares of the Target Company during the period of 26 weeks after the Tendering Period at a
price higher than the Offer Price, then Acquirers shall pay the difference between the highest acquisition price and the
Offer Price, to all Public Shareholders whose Offer Shares have been accepted in the Offer within 60 days from the date
of such acquisition. However, no such difference shall be paid in the event that such acquisition is made under another
open offer under the SEBI (SAST) Regulations, or pursuant to Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021, including subsequent amendments thereto, or open market purchases made in the ordinary
course on the stock exchange, not being negotiated acquisition of Equity Shares of the Target Company in any form.
3.2.19. The payment of consideration shall be made to all the Public Shareholders, who have tendered their Equity Shares in
acceptance of the Offer within 10 Working Days of the expiry of the Tendering Period. Credit for consideration will be
paid to the Public Shareholders who have validly tendered Equity Shares in the Offer by crossed account payee cheques/pay
order/demand drafts/electronic transfer. It is desirable that Public Shareholders provide bank details in the Form of
Acceptance-cum-Acknowledgement, so that the same can be incorporated in the cheques/demand draft/pay order.
3.3. Object of the Offer
3.3.1 This Offer is a triggered mandatory open offer in compliance with the provisions of Regulations 3(1) and 4 of the SEBI
(SAST) Regulations pursuant to the execution of the Share Purchase Agreement for the acquisition of substantial number
of Equity Shares, Voting Share Capital, and control over the Target Company. These Underlying Transactions will result
in the Acquirers acquiring more than 25.00% of the Voting Share Capital of the Target Company. Pursuant to this
completion of the Underlying Transaction and this Offer, the Acquirers will hold up to 81.48% of the Voting Share Capital
of the Target Company.
3.3.2 The Acquirers have proposed to continue the business as specified under the object clause of the Memorandum of
Association of the Target Company and may diversify its business activities in the future with the prior approval of the
shareholders. The main purpose of this takeover is to expand the Company’s business activities in the same or diversified
line of business through exercising effective control over the Target Company. However, no firm decision in this regard
has been taken or proposed so far.
3.3.3 The Acquirers have stated that, they do not have any plans to dispose-off or otherwise encumber any significant assets of
the Target Company in the succeeding 2 years from the date of closure of this Offer, except: (a) in the ordinary course of
business of the Target Company, and (b) on account of the regulatory approvals or conditions or compliance with any law
that is binding on or applicable to the Target Company. In the event any substantial asset of the Target Company is to be
sold, disposed-off, or otherwise encumbered other than in the ordinary course of business, the Acquirers, undertake that,
they shall do so only upon the receipt of the prior approval of the shareholders of the Target Company through a special
resolution in terms of Regulation 25(2) of the SEBI (SAST) Regulations, and subject to the such other provisions of
applicable law as may be required.
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3.3.4 The Acquirers have reserved the right to streamline or restructure, pledge, or encumber their holdings in the Target
Company and/ or the operations, assets, liabilities and/ or the businesses of the Target Company through arrangements,
reconstructions, restructurings, mergers, demergers, sale of assets, or undertakings and/ or re-negotiation or termination of
the existing contractual or operating arrangements, later in accordance with the relevant applicable laws. Such decisions
will be taken in accordance with the procedures set out under the relevant applicable laws, pursuant to business
requirements, and in line with opportunities or changes in economic circumstances, from time to time.
3.3.5 Pursuant to this Offer and the transactions contemplated in the Share Purchase Agreement, the Acquirers shall become the
promoters of the Target Company and, the Selling Promoter Shareholder will cease to be the promoter of the Target
Company in accordance and compliance with the provisions of Regulation 31A(10) of the SEBI (LODR) Regulations.
3.4. Shareholding and acquisition details
Details Acquirer 1 Acquirer 2 Total
Name of the Acquirers/ PAC Mrs. Nila Biswakarma Mr. Samad Ahmed Khan 2
Pre-Share Purchase Agreement
transaction direct shareholding as
on the date of the Public
Announcement
(A)
No. of Equity
Shares 1,02,000 75,000 1,77,000
% of Voting
Share Capital 2.18% 1.61% 3.79%
Equity Shares proposed to be
acquired through Share Purchase
Agreement transaction
(B)
No. of Equity
Shares 12,14,100 12,00,000 24,14,100
% of Voting
Share Capital 26.00% 25.70% 51.69%
Equity Shares acquired between
the Public Announcement date
and this Letter of Offer (D)
No. of Equity
Shares Nil Nil Nil
% of Voting
Share Capital Not Applicable Not Applicable
Not
Applicable
Equity Shares proposed to be
acquired through Offer
transaction assuming full
acceptance
(E)
No. of Equity
Shares 6,14,200 6,00,000 12,14,200
% of Voting
Share Capital 13.15% 12.85% 26.00%
Proposed shareholding after
acquisition of shares which
triggered the Offer
(A+B+C+D)
No. of Equity
Shares 19,30,300 18,75,000 38,05,300
% of Voting
Share Capital 41.33% 40.15% 81.48%
----------------Page (18) Break----------------
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4. BACKGROUND OF ACQUIRERS
4.1. Mrs. Nila Biswakarma, Acquirer 1
4.1.1. Mrs. Nila Biswakarma, wife of Mr. Bikash Rasily, aged about 34 years, Indian Resident, bearing Permanent Account
Number ‘DCMPB0272G’ allotted under the Income Tax Act, 1961, resident at 3 No Line, Dalsing Para, Dalsingpara Tea
Garden, Jalpaiguri – 735208, West Bengal, India. Acquirer 1 can be contacted via telephone at ‘+91-79081-78339’ or via
Email Address at ‘nilabiswakarma702@gmail.com’.
4.1.2. Acquirer 1 has completed a Diploma in Elementary Education from the National Institute of Open Schooling. She has also
worked as an Assistant Teacher for a period of over three years.
4.1.3. Acquirer 1 has not obtained DIN from MCA, and hence, she is not acting as a whole-time director of any company, nor is
in a position of the Board of directors of any listed company.
4.1.4. The net-worth of Acquirer 1 as of Thursday, November 28, 2024, stands at ₹27,17,99,570.00/- as certified by Mr. Shridhar
Appa, Chartered Accountants, holding membership number ‘144579’, partner of Appa & Associates, Chartered
Accountants. The firm has its office located at 602, Satyamev Elite, Near Bopal Ambli Cross Road, Bopal, Ahmedabad –
380058, Gujarat, India. Mr. CA Shridhar Appa, can be contacted via telephone number at ‘+91-99795-03669’ or vide
Email Address at ‘partner@appaassociates.com’ vide certificate dated Monday, December 30, 2024. This certification also
confirms that Acquirer 1 has sufficient resources to meet the full obligations of the Offer.
4.2. Mr. Samad Ahmed Khan, Acquirer 2
4.2.1. Mr. Samad Ahmed Khan, son of Mr. Ahmed Khan, aged about 35 years, Indian Resident, bearing PAN ‘BHXPK5365H’
under the Income Tax Act, 1961, resident at Aaman Shanti CHS Building No. 8, Room No. 306 Hiranandini Aakruti,
Lallubhai Compound, Mankhurd, Mumbai Suburban – 400043, Maharashtra, India. Acquirer 2 can be contacted via
telephone at ‘+91-90999-03564’ and Email address being ‘samadkhan1001@yahoo.com’.
4.2.2. Acquirer 2 is an undergraduate.
4.2.3. Acquirer 2 holds DIN ‘09527456’ and is serving in the capacity of a Non-Executive - Independent Director at IFL
Enterprises Limited.
4.2.4. The net-worth of Acquirer 2 as on Wednesday, November 27, 2024, stands at ₹13,71,38,499.00/- as certified by Mr.
Shridhar Appa, Chartered Accountants, holding membership number ‘144579’, partner of Appa & Associates, Chartered
Accountants. The firm has its office located at 602, Satyamev Elite, Near Bopal Ambli Cross Road, Bopal, Ahmedabad –
380058, Gujarat, India. Mr. CA Shridhar Appa, can be contacted via telephone number at ‘+91-99795-03669’ or vide
Email Address at ‘partner@appaassociates.com’ vide certificate dated Monday, December 30, 2024. This certification also
confirms that Acquirer 2 has sufficient resources to meet the full obligations of the Offer.
4.3. Acquirer’s Undertakings and Confirmations
4.3.1. Except for being parties to the Share Purchase Agreement, there exists no relationship between the Acquirers.
4.3.2. As on date of this Letter of Offer, the Acquirers has confirmed, warranted, undertaken, and declared that:
4.3.2.1. Acquirer 1 holds 1,02,000 Equity Shares representing 2.18% of the Voting Share Capital of the Target Company, whereas
Acquirer 2 holds 75,000 Equity Shares representing 1.61% of the Voting Share Capital of the Target Company. The
Acquirers collectively hold 1,77,000 Equity Shares representing 3.79% of the Voting Share Capital of the Target Company.
Furthermore, the Acquirers have not purchased any Equity Shares of the Target Company between the date of the Public
Announcement and the date of this Detailed Public Statement.
4.3.2.2. Except from being the existing Public Shareholders of the Target Company and parties to the Share Purchase Agreement,
the Acquirers do not hold any other interest or maintain any other relationship in or with the Target Company.
4.3.3. The Acquirers do not belong to any group.
4.3.3.1. The Acquirers are not forming part of the present promoter and promoter group of the Target Company.
----------------Page (19) Break----------------
Page 20 of 62
4.3.3.2. There is/are no director(s) representing the Acquirers on the board of the Target Company.
4.3.3.3. The Acquirers have not been prohibited by SEBI from dealing in securities, in terms of the provisions of Section 11B of
the SEBI Act or under any other Regulation made under the SEBI Act.
4.3.3.4. The Acquirers have not been categorized nor are appearing in the ‘Wilful Defaulter or a Fraudulent Borrower’ list issued
by any bank, financial institution, or consortium thereof in accordance with the guidelines on wilful defaulters or fraudulent
borrowers issued by Reserve Bank of India
4.3.3.5. The Acquirers are not declared as ‘Fugitive Economic Offenders’ under Section 12 of the Fugitive Economic Offenders
Act, 2018.
4.3.3.6. No person is acting in concert with the Acquirers for the purposes of this Offer. While persons may be deemed to be acting
in concert with the Acquirers in terms of Regulation 2(1)(q)(2) of the SEBI (SAST) Regulations (‘Deemed PACs’),
however, such Deemed PACs are not acting in concert with the Acquirers for the purposes of this Offer, within the meaning
of Regulation 2(1)(q)(1) of the SEBI (SAST) Regulations.
4.3.3.7. The Acquirers will not sell the Equity Shares of the Target Company, held, and acquired, if any, during the Offer Period
in terms of Regulation 25(4) of the SEBI (SAST) Regulations.
4.3.3.8. As per Regulation 38 of the SEBI (LODR) Regulations read with Rule 19A of the Securities Contract (Regulation) Rules,
1957, as amended, the Target Company is required to maintain minimum public shareholding, as determined in accordance
with the Securities Contract (Regulation) Rules, 1957, as amended, on a continuous basis for listing. Upon completion of
the Underlying Transaction and this Offer, if the public shareholding of the Target Company falls below the minimum
level of public shareholding as required to be maintained by the Target Company as per the Securities Contract (Regulation)
Rules, 1957, as amended, and the SEBI (LODR) Regulations, the Acquirer undertakes to take necessary steps to facilitate
the compliance by the Target Company with the relevant provisions prescribed under the Securities Contract (Regulation)
Rules, 1957, as amended, as per the requirements of Regulation 7 (4) of the SEBI (SAST) Regulations and/or the SEBI
(LODR) Regulations, within the time period stated therein, i.e., to bring down the non-public shareholding to 75.00%
within 12 months from the date of such fall in the public shareholding to below 25.00%, through permitted routes and/or
any other such routes as may be approved by SEBI from time to time.
4.3.3.9. Pursuant to the consummation of this Underlying Transactions, the Acquirers will acquire control over the Target Company
and the Acquirers shall make an application to the BSE Limited in accordance with and compliance with the provisions of
Regulation 31A (10) of SEBI (LODR) Regulations for classification of themselves as the promoter of the Target Company.
4.3.3.10. The Acquirers do not have an intention to delist the Target Company pursuant to this Offer.
----------------Page (20) Break----------------
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5. BACKGROUND OF THE TARGET COMPANY
(The disclosure mentioned under this section has been sourced from information published by the Target Company or
provided by the Target Company or publicly available sources)
5.1. Based on the filings made by the Target Company with the jurisdictional Registrar of Companies: The Target Company
was incorporated on Tuesday, August 10, 2010, under the provisions of the Companies Act, 1956, under the name and
style of ‘Nanavati Ventures Private Limited’ vide certificate of incorporation, issued by the Assistant Registrar of
Companies, Gujarat, Dadra and Nagar Havelli. Thereafter, in the year of 2020, the company was converted into a Public
Limited Company, which resulted in the change of name of the company to ‘Nanavati Ventures Limited’ in pursuance of
which a Fresh Certificate of Incorporation Consequent upon Conversion from Private Company to Public Company had
been issued by Registrar of Companies, Ahmedabad. The Target Company bears the Corporate Identity Number
‘L51109GJ2010PLC061936’ and has its registered office located at Ward-6, PL – 2172 – 2173, 402, 4th Floor, Jin Ratna,
Pipla Sheri, Mahidharpura, Surat – 395003, Gujrat, India. The Target Company can be contacted via Contact Number at
‘+91-9316691337’ via email at ‘info@nventures.co.in’ or through its website ‘www.nventures.co.in’.
5.2. The Equity Shares of the Target Company bearing ISIN ‘INE0E5R01017’ are presently listed on the SME Platform of
BSE Limited bearing Scrip ID ‘NVENTURES’ and Scrip Code ‘543522’. Presently, the trades effected in this scrip are in
the minimum market lot (i.e. 3,000 Equity Shares) and the same is subject to modification by the Exchange from time to
time by giving prior market notice of at least 1 month. The Target Company has already established connectivity with the
Depositories.
5.3. The share capital of the Target Company is as follows:
Sr.
No. Particulars
Number of
Equity
Shares
Aggregate
amount of
Equity Shares
Percentage of
the existing
Voting Share
Capital
a. Authorized Equity share capital 55,00,000 ₹5,50,00,000.00/- 100.00%
b. Issued, subscribed and paid-up Equity Share capital
(i) Fully paid-up Equity Shares 46,70,000 ₹4,67,00,000.00/- 100.00%
(ii) Partly Paid-Up Equity Shares NilNil Not Applicable
5.4. As per the shareholding pattern filed for the quarter ended March 31, 2025, the Target Company has disclosed that, it
doesn’t have:
5.4.1. Any partly paid-up shares;
5.4.2. Outstanding instruments in warrants, or options or fully or partly convertible debentures/preference shares/ employee
stock options, etc., which are convertible into Equity Shares at a later stage;
5.4.3. Equity Shares which are forfeited or kept in abeyance;
5.4.4. Outstanding Equity Shares that have been issued but not listed on the any stock exchange.
5.5. As per the shareholding pattern filed for the quarter ended March 31, 2025, as available on BSE’s website, 3,29,600 Equity
Shares representing 13.65% of the Voting Share Capital of the Target Company held by the Selling Promoter Shareholder
are subject to lock-in;
5.6. The Target Company has not been a party to any scheme of amalgamation, restructuring, merger / de-merger, buy-back
and spin off during the last 3 years.
5.7. The present Board of Directors of the Target Company are as follows:
Name Date of Appointment DIN Designation
Mr. Shreykumar Hasmukhbhai Sheth Wednesday, July 01, 2020 08734002 Chairman and Managing Director
Ms. Vaishnavi Mihir Patel Monday, August 26, 2019 08472582 Non-Executive Director
Ms. Bhavisha Divyesh Daliya Wednesday, July 01, 2020 08687844 Independent Director
----------------Page (21) Break----------------
Page 22 of 62
Name Date of Appointment DIN Designation
Mr. Hardikbhai Rajubhai Patel Wednesday, July 01, 2020 08566796 Independent Director
5.8. As on date of this Letter of Offer, there are no directors representing Acquirers appointed as directors on the Board of the
Target Company.
5.9. The trading of the Equity Shares of the Target Company is currently active and not suspended on the BSE Limited.
5.10. Financial Information
The financial information of the Target Company for the, Financial Years ended March 31, 2025, March 31, 2024, and
March 31, 2023, are as follows:
Balance Sheet
(₹ in Lakhs)
Particulars
Audited Financial Statements for the Financial Year ending
March 31
2025 2024 2023
(A) Sources of funds
Paid up share capital ₹467.00 ₹467.00 ₹164.80
Reserve and Surplus ₹1,781.53 ₹1,758.30 ₹681.20
Money Receive against Share Warrants ₹0.00 ₹0.00 ₹0.00
Net Worth ₹2,248.53 ₹2,225.30 ₹846.00
Non- Current Liabilities
Long Term Borrowings ₹0.00 ₹0.00 ₹0.00
Deferred Tax Liabilities ₹0.65 ₹0.37 ₹0.00
Other Long Term liabilities ₹0.00 ₹0.00 ₹0.00
Long Term Provisions ₹0.00 ₹0.00 ₹0.00
Current Liabilities ₹0.00
Short Term Borrowings ₹0.00 ₹0.00 ₹0.00
Trade Payables ₹578.38 ₹0.52 ₹4.91
Other Current Liabilities ₹0.30 ₹0.30 ₹0.00
Short Term Provisions ₹9.01 ₹12.24 ₹7.69
Total (A) ₹2,836.87 ₹2,238.73 ₹858.60
(B) Uses of funds
Non- Current Assets
Property, Plant and Equipment ₹22.66 ₹24.18 ₹2.80
Non Current Investment ₹0.00 ₹0.00 ₹0.00
Long Term Loans And Advances ₹0.00 ₹0.00 ₹0.00
Deferrred Tax Assets ₹0.00 ₹0.00 ₹0.03
Other Non Current Assets ₹0.00 ₹0.00 ₹0.00
Current Assets ₹0.00
Investments ₹0.00 ₹0.00 ₹0.00
Inventories ₹1,622.54 ₹1,574.63 ₹700.82
Trade Receivables ₹593.16 ₹0.00 ₹31.50
Cash and Cash Equivalents ₹4.02 ₹10.08 ₹14.20
Short Term Loans and Advances ₹583.57 ₹616.88 ₹99.78
Other Current Assets ₹10.92 ₹12.96 ₹9.47
Total (B) ₹2,836.87 ₹2,238.73 ₹858.60
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Profit and Loss Statement
(₹ in Lakhs)
Particulars
Audited Financial Statements for th Financial
Year ending March 31
2025 2024 2023
Income from Operations ₹868.42 ₹2,582.92 ₹1,598.88
Other Income ₹23.13 ₹32.11 ₹5.69
Total Income ₹891.55 ₹2,615.03 ₹1,604.57
Dividend (%) ₹0.00 ₹0.00 ₹0.00
Total Expenditure excluding Interest, Depreciation and
Tax ₹858.51 ₹2,586.06 ₹1,575.54
Earnings Per Share ₹0.50 ₹0.42 ₹0.52
Profit/ (Loss) before Interest, Depreciation and Tax ₹33.04 ₹28.97 ₹29.03
Depreciation and Amortization Expenses ₹1.79 ₹2.01 ₹1.35
Interest ₹0.00 ₹0.00 ₹0.00
Profit/ (Loss) before Tax ₹31.25 ₹26.96 ₹27.68
Extraordinary Item ₹0.00 ₹0.00 ₹15.76
Less: Current Tax ₹7.74 ₹7.02 ₹3.32
Deferred Tax ₹0.28 ₹0.36 ₹0.04
Profit/ (Loss) After tax ₹23.23 ₹19.58 ₹8.56
Return on Networth ₹0.01 ₹0.01 ₹0.01
Book Value Per Share ₹48.15 ₹47.65 ₹18.12
Other Financial Information
(₹ in Lakhs except per Equity Share data)
Particulars
Audited Financial Statements for the Financial Year ending
March 31
2025 2024 2023
Total Revenue ₹891.55 ₹2,615.03 ₹1,604.57
Net Earnings or Profit/(Loss) after tax ₹23.23 ₹19.58 ₹8.56
Earnings per Share (EPS) ₹0.50 ₹0.42 ₹0.52
Net Worth ₹2,248.53 ₹2,225.30 ₹846.00
Book Value Per share ₹48.15 ₹47.65 ₹18.12
Return On Net worth ₹0.01 ₹0.01 ₹0.01
Notes:
The key financial information has been extracted from the Target Company’s unaudited and audited standalone financial
results and/ or the annual reports, as follows:
a. For the Financial Year ended March 31, 2025, the information has been sourced from the Target Company’s audited
standalone financial results for the Financial Year ended March 31, 2025 (Source: https://www.bseindia.com/xml-
data/corpfiling/AttachHis/b3a54ca2-60c0-478a-93b5-d9ad3869d0f0.pdf ).
b. For the Financial Year ended March 31, 2024, and March 31, 2023, the information has been sourced from the Target
Company’s Annual Report for the Financial Year ended March 31, 2024. (Source https://www.bseindia.com/xml-
data/corpfiling/AttachHis/7b3a618e-bc14-4920-b1b0-e57cd36a5856.pdf ).
c. There are no contingent liabilities existing in the Target Company.
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24
of
62
5.11.
The pre-Offer and post-Offer shareholding of the Target Company
(based on the issued, subscribed, and paid-up Equity Shares an
d Voting Share Capital), assuming
full acceptance under this Offer is as specified below:
Shareholders
’ Category
Shareholding/voting rights prior to the acquisition and Offer
Equity Shares and Voting Share Capital proposed to be acquired through Share
Purchase Agreement
Equity Shares/voting rights to
be acquired in Offer
(assuming full acceptances)
Shareholding /voting
rights after acquisition as
stipulated under the Transactions and this Offer (A+B+C+D)
No. of Equity Shares
% of Voting Share Capital
No. of Equity
Shares
% of Voting
Share Capital
No. of Equity
Shares
% of Voting
Share Capital
No. of Equity Shares
% of Voting Share Capital
1. Promoter and Promoter Group a) Existing Promoters Mrs. Kashmira Hemantkumar Nanava
ti 24,14,100 51.69% (24,14,100)
(51.69%) -- -- -- --
Total (a) 24,14,100 51.69% (
24,14,100) (51.69%) -- -- -- --
b) Promoters other than (a) above Mrs. Vaishnavi Mihir Patel -- -- -- -- -- -- -- -- Mr. Shreykumar Hasmukhbhai Sheth -- -- -- -- -- -- -- -- Total (b) -- -- -- -- -- -- -- -- Total 1 (a+b)
--
--
--
--
--
--
--
--
2. Acquirers Mrs. Nila Biswakarma (Acquirer 1) 1,02,000 2.18% 12,14,100 26.0
0% 6,14,200 13.15% 19,30,300 41.33%
Mr. Samad Ahmed Khan (Acquirer 2) 75,000 1.61% 12,00,000 25.70%
6,00,000 12.85% 18,75,000 40.15%
Total 2
1,77,000
3.79%
24,14,100
51.69%
12,14,200
26.00%
38,05,300
81.48%
3. Parties to Share Purchase Agreement other than 1(a) & 2
Not Applicable
4. Public (other than Parties
to Agreement and Acquirer) #
a. FIs/ MFs/ FIIs/ Banks/ SFIs - Banks -- -- -- --
--
-- -- --
b. Others 20,78,900 44.52% -- --
(12,14,200) (26.00%) 8,64,700 18.52%
Total (4) (a+b)
20,78,900
44.52%
Nil
Not
Applicable
Nil
Not
Applicable
8,64,700
18.52%
GRAND TOTAL (1+ 2+ 3+ 4)
46,70,000
100.00%
Nil
Not
Applicable
Nil
Not
Applicable
46,70,000
100.00%
----------------Page (24) Break----------------
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Notes:
#The Acquirers, and the Promoters of the Target Company are not eligible to participate for this Offer in accordance with
the provisions of the SEBI (SAST) Regulations.
The Promoters shall in accordance and compliance with the provisions of Regulation 31A(10) of SEBI (LODR) Regulations
make an application for re-classification of themselves from the promoter category of the Target Company subject to the
compliance of the SEBI (LODR) Regulations.
As per the shareholding pattern filed for the quarter of March 31, 2025, there are 137 Public Shareholders (excluding the
Acquirers).
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6. OFFER PRICE AND FINANCIAL ARRANGEMENTS
6.1. Justification of the Offer Price
6.1.1. The Equity Shares of the Target Company bearing ISIN ‘INE0E5R01017’ are presently listed on the SME Platform of
BSE Limited bearing Scrip ID ‘NVENTURES’ and Scrip Code ‘543522’. Presently, the trades effected in this scrip are in
the minimum market lot (i.e. 3,000 Equity Shares) and the same is subject to modification by the Exchange from time to
time by giving prior market notice of at least 1 month. The Target Company has already established connectivity with the
Depositories.
6.1.2. The trading turnover in the Equity Shares of the Target Company on SME Platform of BSE Limited based on trading
volume during the 12 calendar months prior to the month of Public Announcement (December 01, 2023, to November 30,
2024) have been obtained from www.bseindia.com, as given below:
Stock Exchange
Total no. of Equity Shares traded during
the 12 calendar months prior to the month
of Public Announcement
Total no. of listed
Equity Shares
Trading turnover
(as % of Equity
Shares listed)
BSE Limited 53,70,00046,70,000 114.99%
Based on the information provided above, the Equity Shares of the Target Company are frequently traded on the BSE
Limited within the explanation provided under Regulation 2(1)(j) of the SEBI (SAST) Regulations.
6.1.3. The Offer Price of ₹90.00/- is justified in terms of Regulation 8 of the SEBI (SAST) Regulations, being more than the
highest of the following:
Sr.
No. Particulars Price
a) Negotiated Price under the Share Purchase Agreement attracting the obligations to make a Public Announcement for the Offer ₹51.00/-
b) The volume-weighted average price paid or payable for acquisition(s) by Acquirers, during the 52 weeks immediately preceding the date of Public Announcement ₹58.53/-
c) The highest price paid or payable for any acquisition by Acquirers, during the 26 weeks immediately preceding the date of Public Announcement ₹89.38/-
d)
The volume-weighted average market price of Equity Shares for a period of 60 trading
days immediately preceding the date of Public Announcement as traded on BSE Limited
where the maximum volume of trading in the Equity Shares of the Target Company are
recorded during such period, provided such shares are frequently traded
₹50.45/-
e)
Where the Equity Shares are not frequently traded, the price determined by Acquirers
and the Manager considering valuation parameters per Equity Share including, book
value, comparable trading multiples, and such other parameters as are customary for
valuation of Equity Shares
Not Applicable
f) The per equity share value computed under Regulation 8 (5) of SEBI (SAST) Regulations, if applicable
Not Applicable, since
this is not an indirect
acquisition of Equity
Shares
In view of the parameters considered and presented in the table above, in the opinion of Acquirers and Manger, the Offer
Price of ₹90.00/- per Offer Share being the highest of the prices mentioned above is justified in terms of Regulation 8 (2)
of the SEBI (SAST) Regulations and is payable in cash.
6.1.4. Based on the confirmation provided by Target Company and based on the information available on the website of the BSE
Limited, since the date of the Public Announcement, there have been no corporate actions by the Target Company
warranting adjustment of the relevant price parameters under Regulation 8(9) of the SEBI (SAST) Regulations.
6.1.5. The Offer Price may be adjusted in the event of any corporate actions like bonus, rights issue, stock split, consolidation,
dividend, demergers, reduction, etc. where the record date for effecting such corporate actions falls between the date of
this Detailed Public Statement up to 3 Working Days prior to the commencement of the Tendering Period, in accordance
with Regulation 8 (9) of the SEBI (SAST) Regulations. However, no adjustment shall be made for dividend with a record
date falling during such period except where the dividend per share is more than 50.00% higher than the average of the
dividend per share paid during the 3 Financial Years preceding the date of Public Announcement.
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6.1.6. As on date of this Detailed Public Statement, there has been no revision in the Offer Price or to the size of this Offer as on
the date of this Detailed Public Statement. In case of any revision in the Offer Price or Offer Size, the Acquirers would
comply with Regulation 18 and all other applicable provisions of SEBI (SAST) Regulations.
6.1.7. In terms of Regulations 18 (4) and 18 (5) of the SEBI (SAST) Regulations, the Offer Price or the Offer Size may be revised
at any time prior to the commencement of the last 1 Working Day before the commencement of the Tendering Period. In
the event of such revision: (a) the Acquirers shall make corresponding increases to the Escrow Amount; (b) make a public
announcement in the same Newspapers in which the Detailed Public Statement has been published; and (c) simultaneously
with the issue of such public announcement, inform SEBI, the BSE Limited, and the Target Company at its registered
office of such revision.
6.1.8. In the event of acquisition of the Equity Shares by the Acquirers during the Offer Period, whether by subscription or
purchase, at a price higher than the Offer Price, then the Offer Price will be revised upwards to be equal to or more than
the highest price paid for such acquisition in terms of Regulation 8 (8) of the SEBI (SAST) Regulations. In the event of
such revision, the Acquirers shall: (a) make corresponding increases to the Escrow Amount; (b) make a public
announcement in the same Newspapers in which the Detailed Public Statement has been published; and (c) simultaneously
with the issue of such public announcement, inform SEBI, BSE Limited, and the Target Company at its registered office
of such revision. However, the Acquirers shall not acquire any Equity Shares after the 3rd Working Day prior to the
commencement of the Tendering Period of this Offer and until the expiry of the Tendering Period of this Offer.
6.1.9. If the Acquirers acquire Equity Shares of the Target Company during the period of 26 weeks after the Tendering Period at
a price higher than the Offer Price, the Acquirers will pay the difference between the highest acquisition price and the Offer
Price, to all Public Shareholders whose Equity Shares has been accepted in the Open Offer within 60 days from the date of
such acquisition. However, no such difference shall be paid if such acquisition is made under another Open Offer under
SEBI (SAST) Regulations, or pursuant to Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2021, or open market purchases made in the ordinary course on the stock exchange, not being negotiated acquisition of
Equity Shares of the Target Company in any form.
6.2. Financial Arrangements
6.2.1. In terms of Regulation 25(1) of the SEBI (SAST) Regulations, the Acquirers have adequate financial resources and have
made firm financial arrangements for the implementation of the Offer in full out of their own sources/ Net-worth and no
borrowings from any Bank and/ or Financial Institutions are envisaged. Mr. CA Shridhar Appa, Chartered Accountant,
holding membership number ‘144579’, partner of Appa and Associates, Chartered Accountant, has certified that the
Acquirers have sufficient resources to meet their obligations in full for this Offer. The firm has its office located at 602,
Satyamev Elite, Near Bopal Ambli Cross Road, Bopal, Ahmedabad – 380058, Gujrat, India.
6.2.2. The maximum consideration payable by Acquirers to acquire up to 12,14,200 Offer Shares, representing 26.00% of the
Voting Share Capital of the Target Company, at an Offer Price of ₹90.00/- per Offer Share, to the Public Shareholders of
the Target Company, payable in cash, assuming full acceptance aggregating to a maximum consideration of aggregating
to an amount of ₹10,92,78,000.00/-. In accordance with Regulation 17 of the SEBI (SAST) Regulations, Acquirers have
opened an Escrow Account under the name and style of ‘Nanavati - Open Offer Escrow Account’ with Axis Bank Limited
operating through its branch located at Sakinaka Branch, Hyde Park, Ground Floor, Unit No 4, opposite Ansa industrial
Estate, Saki Vihar Road - 400072, Mumbai, Maharashtra, India, and has deposited ₹2,75,00,000.00/- i.e., more than 25.00%
of the total consideration payable in the Offer, assuming full acceptance.
6.2.3. The Manager is duly authorized to operate the Escrow Account to the exclusion of all others and has been duly empowered
to realize the value of the Escrow Account in terms of the SEBI (SAST) Regulations.
6.2.4. The Acquirers have confirmed that they have, and will continue to have, and maintain sufficient means and firm
arrangements to enable compliance with his payment obligations under the Offer.
6.2.5. In case of upward revision of the Offer Price and/or the Offer Size, the Acquirers would deposit appropriate additional
amount into an Escrow Account to ensure compliance with Regulation 18(5) of the SEBI (SAST) Regulations, prior to
effecting such revision.
6.2.6. Based on the aforesaid financial arrangements and on the confirmations received from the Escrow Banker and the Chartered
Accountant, the Manager is satisfied about the ability of the Acquirers to fulfil their obligations in respect of this Offer in
accordance with the provisions of SEBI (SAST) Regulations.
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7. TERMS AND CONDITIONS OF THE OFFER
7.1. Operational Terms and Conditions
7.1.1. The Identified Date for this Offer as per the schedule of key activities is Tuesday, June 17, 2025. In terms of the schedule
of key activities, the Tendering Period for the Open Offer shall commence from Tuesday, July 01, 2025, and close on
Monday, July 14, 2025 (both days inclusive).
7.1.2. A tender of Equity Shares pursuant to any of the procedures described in the Letter of Offer will constitute a binding
agreement between the Acquirers and the tendering holder, including the tendering holder’s acceptance of the terms and
conditions of the Letter of Offer.
7.1.3. This Offer is not conditional upon any minimum level of acceptance.
7.1.4. This Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations
7.1.5. Public Shareholders may tender their Equity Shares in the Offer at any time from the commencement of the Tendering
Period but prior to the closure of the Tendering Period. The Acquirers have up to 10 Working Days from the closure of the
Tendering Period to pay the consideration to the Public Shareholders whose Equity Shares are accepted in the Open Offer.
7.1.6. Public Shareholders who tender their Equity Shares in this Offer shall ensure that they have good and valid title on the
Offer Shares. The Public Shareholders who tender their Equity Shares in this Offer shall ensure that the Offer Shares are
clear from all liens, charges and encumbrances. The Offer Shares will be acquired, subject to such Offer Shares being
validly tendered in this Offer, together with all the economic, voting and beneficial rights attached thereto, including all
the rights to dividends, bonuses and right offers declared thereof, and the tendering Public Shareholders shall have obtained
all necessary consents required by them to tender the Offer Shares. Equity Shares that are subject to any charge, lien or any
other form of encumbrance are liable to be rejected in the Offer.
7.1.7. The acquisition of Equity Shares under this Offer from all Public Shareholders (resident and non-resident) is subject to all
approvals required to be obtained by such Public Shareholders in relation to the Offer and the transfer of Equity Shares
held by them to the Acquirers. Further, if the Public Shareholders who are not persons resident in India require or had
required any approvals in respect of the transfer of Equity Shares held by them, they will be required to submit such
previous approvals that they would have obtained for holding the Equity Shares, to tender the Equity Shares held by them
pursuant to this Offer, along with the other documents required to be tendered to accept this Offer. If such prior approvals
are not submitted, the Acquirers reserve the right to reject such Equity Shares tendered in this Offer. If the Equity Shares
are held under general permission of the RBI, the non-resident Public Shareholder should state that the Equity Shares are
held under general permission and clarify whether the Equity Shares are held on repatriable basis or non-repatriable basis.
7.1.8. In terms of Regulation 18 (9) of the SEBI (SAST) Regulations, the Public Shareholders who tender their Equity Shares in
acceptance of this Offer shall not be entitled to withdraw such acceptance during the Tendering Period.
7.1.9. Public Shareholders to whom the Offer is being made are free to tender their shareholding in the Target Company in whole
or in part while accepting the Offer. The acceptance must be unconditional and should be absolute and unqualified.
7.1.10. The marketable lot for the Equity Shares of the Target Company for the purpose of this Offer shall be 1.
7.1.11. There has been no revision in the Offer Price or Offer Size as on the date of this Letter of Offer. The Acquirers reserve the
right to revise the Offer Price and/or the number of Offer Shares upwards at any time prior to the commencement of 1
Working Day prior to the commencement of the Tendering Period, in accordance with the SEBI (SAST) Regulations. In
the event of such revision, in terms of Regulation 18 (5) of the SEBI (SAST) Regulations, the Acquirers shall: (i) make a
corresponding increase to the Escrow Amount; (ii) make a public announcement in the same Newspapers in which the
Detailed Public Statement was published; and (iii) simultaneously notify the BSE Limited, SEBI and the Target Company
at its registered office. In case of any revision of the Offer Price, the Acquirers would pay such revised price for all the
Equity Shares validly tendered at any time during the Offer and accepted under the Offer in accordance with the terms of
the Letter of Offer.
7.1.12. Any Equity Shares that are subject matter of litigation or are held in abeyance due to pending court cases/ attachment
orders/ restriction from other statutory authorities wherein the Public Shareholder may be precluded from transferring the
Equity Shares during pendency of the said litigation, are liable to be rejected if directions/ orders are passed regarding the
free transferability of such Equity Shares tendered under this Offer prior to the date of closure of the Tendering Period.
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7.1.13. As per the shareholding pattern filed for the quarter ended March 31, 2025, as available on BSE’s website, 3,29,600 Equity
Shares representing 13.65% of the Voting Share Capital of the Target Company held by the Selling Promoter Shareholder
are subject to lock-in.
7.1.14. Locked-in Equity Shares, if any, may be transferred to the Acquirers subject to the continuation of the residual lock-in
period in the hands of the Acquirers, as may be permitted under applicable law. It is the sole responsibility of the Public
Shareholder tendering their Equity Shares, to ensure that the locked-in Equity Shares are free from lock-in before such
transfer to Acquirers. The Manager to the Offer shall ensure that there shall be no discrimination in the acceptance of
locked-in and non-locked-in Equity Shares.
7.1.15. Equity Shares tendered under this Offer shall be fully paid-up, free from all liens, charges, equitable interests and
encumbrances and shall be tendered together with all rights attached thereto, including all rights to dividends and rights to
participate in, bonus and rights issues, if any, declared hereafter, and the tendering Public Shareholder shall have obtained
all necessary consents for it to sell the Equity Shares on the foregoing basis.
7.1.16. All the Equity Shares validly tendered under this Offer to the extent of the Offer Size will be acquired by the Acquirers in
accordance with the terms and conditions set forth in the Letter of Offer and the Offer Documents.
7.1.17. The Letter of Offer shall be sent (through e-mail or physical mode) to all Public Shareholders whose names appear in the
register of members of the Target Company on the Identified Date. Accidental omission to dispatch the Letter of Offer to
any Public Shareholder to whom this Offer has been made or non-receipt of the Letter of Offer by any such Public
Shareholder shall not invalidate this Offer in any manner whatsoever. In case of non-receipt of the Letter of Offer, Public
Shareholders, including those who have acquired Equity Shares after the Identified Date, if they so desire, may download
the Letter of Offer and the Form of Acceptance-cum Acknowledgement from the website of the Registrar to the Offer
(ipo@skylinerta.com/ grievances@skylinerta.com), BSE Limited (www.bseindia.com) or the Manager to the Offer
(www.swarajshares.com).
7.1.18. The instructions, authorizations and provisions contained in the Form of Acceptance-cum Acknowledgement constitute an
integral part of the terms of the Open Offer. The Public Shareholders can write to the Registrar to the Offer/ Manager to
the Offer requesting for the Letter of Offer along with the Form of Acceptance-cum-Acknowledgement and fill up the same
in accordance with the instructions given therein, so as to reach the Registrar to the Offer, on or before the date of the
closure of the Tendering Period. Alternatively, the Letter of Offer along with the Form of Acceptance-cum-
Acknowledgement will also be available at SEBI’s website, www.sebi.gov.in, and the Public Shareholders can also apply
by downloading such forms from the website.
7.1.19. As per the provisions of Regulation 40 (1) of the SEBI (LODR) Regulations and SEBI’s press release dated December 03,
2018, bearing reference number PR 49/2018, requests for transfer of securities shall not be processed unless the securities
are held in dematerialised form with a depository with effect from April 01, 2019. However, in accordance with the SEBI
Master Circular for SEBI (SAST) Regulations bearing reference number SEBI/HO/CFD/PoD1/P/CIR/2023/31 dated
February 16, 2023, shareholders holding securities in physical form are allowed to tender shares in an open offer. Such
tendering shall be as per the provisions of the SEBI (SAST) Regulations. Accordingly, Public Shareholders holding Equity
Shares in physical form as well are eligible to tender their Equity Shares in this Offer as per the provisions of the SEBI
(SAST) Regulations.
7.1.20. The Acquirers or the Manager to the Offer or the Registrar to the Offer shall not be responsible in any manner for any loss
of documents during transit (including but not limited to Offer acceptance forms, copies of delivery instruction slips, etc.)
and the Public Shareholders are advised to adequately safeguard their interests in this regard.
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7.2. Eligibility for accepting this Offer
7.2.1. The Letter of Offer (along with the Form of Acceptance-cum-Acknowledgement) shall be sent to all Public Shareholders
holding the Equity Shares, whether in dematerialized form or physical form, whose names appear in the records of
Depositories at the close of business hours on the Identified Date.
7.2.2. Persons who have acquired Equity Shares but whose names do not appear in the register of members of the Target Company
on the Identified Date i.e., the date falling on the 10th Working Day prior to the commencement of Tendering Period, or
unregistered owners or those who have acquired Equity Shares after the Identified Date, or those who have not received
the Letter of Offer, may also participate in this Open Offer.
7.2.3. Accidental omission to dispatch the Letter of Offer to any person to whom the Offer is made or the non-receipt or delayed
receipt of the Letter of Offer by any such person will not invalidate the Open Offer in any way.
7.2.4. All Public Shareholders registered or unregistered, who own Equity Shares and are able to tender such Equity Shares in
this Offer at any time before the closure of the Tendering Period, are eligible to participate in this Offer. All Public
Shareholders holding Equity Shares whether in dematerialized form or physical form are eligible to participate in the Offer
at any time during the Tendering Period.
7.2.5. The acceptance of this Offer is entirely at the discretion of the Public Shareholders. The acceptance of this Offer by the
Public Shareholders must be absolute and unqualified. Any acceptance to this Offer which is conditional or incomplete in
any respect will be rejected without assigning any reason whatsoever. Further, in case the documents/forms submitted are
incomplete and/or if they have any defect or modifications, the acceptance is liable to be rejected. The Acquirers, Manager
or Registrar to the Offer accept no responsibility for any loss of any documents during transit and the Public Shareholders
are advised to adequately safeguard their interest in this regard.
7.2.6. All Public Shareholders, (including resident or non-resident shareholders) must obtain all requisite approvals required, if
any, to tender the Offer Shares (including without limitation, the approval from the RBI) held by them, in the Offer and
submit such approvals, along with the other documents required to accept this Offer. In the event such approvals are not
submitted, the Acquirers reserves the right to reject such Equity Shares tendered in this Open Offer. Further, if the holders
of the Equity Shares who are not persons resident in India had required any approvals (including from the RBI, or any
other regulatory body) in respect of the Equity Shares held by them, they will be required to submit such previous approvals,
that they would have obtained for holding the Equity Shares, to tender the Offer Shares held by them, along with the other
documents required to be tendered to accept this Offer. In the event such approvals are not submitted, the Acquirers reserves
the right to reject such Offer Shares.
7.2.7. For any assistance, please contact the Manager to the Offer or the Registrar to the Offer.
7.3. Statutory Approvals and conditions of the Offer
7.3.1. The Underlying Transaction is subject to the conditions specified under the Share Purchase Agreement, as specifically
addressed under sub-paragraph 3.1.2.6. of Paragraph 3.1 titled as ‘Background of the Offer’. There are no statutory
approvals required to complete this Offer. However, in case of any such statutory approvals are required by Acquirers at a
later date before the expiry of the Tendering Period, this Offer shall be subject to such approvals and Acquirers shall make
the necessary applications for such statutory approvals.
7.3.2. In accordance with Regulation 23 (1) of the SEBI (SAST) Regulations, this Offer, shall not be withdrawn except under the
following circumstances:
7.3.2.1. If statutory approvals required for this Offer or for acquisition of Sale Shares as stipulated under the Share Purchase
Agreement are refused, provided these requirements for approval have been disclosed in the Detailed Public Statement and
the Letter of Offer;
7.3.2.2. The Acquirers, being a natural person, have died;
7.3.2.3. Any condition stipulated in the Share Purchase Agreement attracting the obligation to make the Open Offer is not met for
reasons outside the reasonable control of the Acquirers, and such Share Purchase Share Purchase Agreement is rescinded,
subject to such conditions having been specifically disclosed in this Detailed Public Statement and the Letter of Offer.
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7.3.2.4. If SEBI determines that circumstances merit the withdrawal of the Offer, in which case SEBI shall issue a reasoned order
permitting the withdrawal, which will be published on SEBI’s official website.
In the event of the withdrawal of this Offer, the Acquirers shall, through the Manager to the Offer, within 2 Working Days
of such withdrawal, make an announcement in the Newspapers in which the Detailed Public Statement for this Offer was
published, providing the grounds and reasons for the withdrawal. Simultaneously with the announcement, the Acquirers
shall inform in writing the SEBI, BSE Limited, and the Target Company at its registered office.
7.3.3. In case of delay in receipt of any statutory approval, SEBI may, if satisfied that the delay receipt of the requisite approvals
was not due to any wilful default or neglect of Acquirers, or failure of Acquirers to diligently pursue the application for the
approval, grant extension of time for the purpose, subject to Acquirers agreeing to pay interest to the Public Shareholders
as directed by SEBI, in terms of the provisions of Regulation 18 (11) of SEBI (SAST) Regulations. Further, if delay occurs
on account of wilful default by Acquirers in obtaining the requisite approvals, the provisions of Regulation 17 (9) of the
SEBI (SAST) Regulations will also become applicable and the amount lying in the Escrow Account shall become liable to
forfeiture. Further, where any statutory approval extends to some but not all the Public Shareholders, Acquirers shall have
the option to make payment to such Public Shareholders in respect of whom no statutory approvals are required in order to
complete this Offer.
7.3.4. All Public Shareholders (including resident or non-resident shareholders) must obtain all requisite approvals required, if
any, to tender the Offer Shares (including without limitation, the approval from the RBI) held by them, in the Offer and
submit such approvals, along with the other documents required to accept this Offer. In the event such approvals are not
submitted, the Acquirers reserves the right to reject such Equity Shares tendered in this Offer. Further, if the holders of the
Equity Shares who are not persons resident in India had required any approvals (including from the RBI, or any other
regulatory body) in respect of the Equity Shares held by them, they will be required to submit such previous approvals,
that they would have obtained for holding the Equity Shares, to tender the Offer Shares held by them, along with the other
documents required to be tendered to accept this Offer. In the event such approvals are not submitted, the Acquirers reserve
the right to reject such Offer Shares.
7.3.5. The Acquirers shall complete all procedures relating to payment of consideration under this Offer within 10 Working Days
from the date of closure of the Tendering Period of this Offer to those Public Shareholders whose Equity Shares are
accepted in this Offer.
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8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER
8.1. For the purpose of this Offer, a special escrow depository account in the name and style of “Nanavati Ventures Limited-
Open Offer” (‘Open Offer Escrow Demat Account’) with Nikunj Stock Brokers Limited as the depository participant
(‘Depository Participant’ or ‘DP’) in National Securities Depository Limited. The depository participant identification
number is IN302994 and the client identification number is 10123938.
8.2. BSE Limited shall be the designated stock exchange for the purpose of tendering Equity Shares in this Offer. The Open
Offer will be implemented by the Acquirers through the Stock Exchange Mechanism made available by the BSE Limited
in the form of a separate window, in accordance with SEBI (SAST) Regulations and the SEBI master circular
SEBI/HO/CFD/PoD-1/P/ CIR/2023/31 dated February 16, 2023, as amended from time to time and notices/ guidelines
issued by BSE Limited and the Clearing Corporation in relation to the mechanism/ process for the acquisition of shares
through the stock exchange pursuant to the tender offers under takeovers, buy back and delisting, as amended and updated
from time to time.
8.3. Public Shareholders, who wish to avail of and accept the Offer, can deliver duly filled and signed Form of Acceptance-
cum-Acknowledgement along with all the relevant documents at the collection centres mentioned below in accordance
with the procedure as set out in the Letter of Offer between opening of the Tendering Period and before the closure of
Tendering Period:
City Contact person Address Contact Number E-mail Address Mode of delivery
Delhi
Mr.
Virender
Rana
D-153A, 1st Floor, Okhla
Industrial Area, Phase-I, New
Delhi- 110 020, India
011-
40450193-
197
ipo@skylinerta.com/
grievances@skylinerta.com
Hand
delivery/
courier/
registered post
(Note: Business Hours are Monday to Friday 10:00 a.m. to 5:00 PM, except Saturdays, Sundays and public holidays.)
8.4. The eligible Public Shareholders of the Target Company, who wish to avail of and accept the Offer, can deliver duly filled
and signed Form of Acceptance-cum-Acknowledgment along with all the relevant documents (envelope should be super-
scribed as “NANAVATI VENTURES LIMITED - OPEN OFFER”) by hand delivery or registered post with
acknowledgement due or by courier, at their own risk and cost, to the Registrar to the Offer. Applicants who cannot hand
deliver their documents at the collection centre referred to above, may send the same by registered post with
acknowledgement due or by courier, at their own risk and cost, to the Registrar to the Offer at having office at D-153A,
1st Floor, Okhla Industrial Area, Phase-I, New Delhi- 110 020, India . The contact person, Mr. Virender Rana, can be
contacted via telephone number 011-40450193-197’, vide Email Address at ‘ipo@skylinerta.com/
grievances@skylinerta.com ’ and website ‘www.integratedindia.in’ on working days (except Saturdays, Sundays, and all
public holidays), during the Tendering Period.
8.5. Equity Shares should not be submitted/tendered to the Manager to the Offer, the Acquirers, or the Target Company.
8.6. Public Shareholders who have acquired the Equity Shares but whose names do not appear in the records of the Depositories
on the Identified Date, unregistered shareholders or those who have not received the Letter of Offer, may participate in this
Offer by submitting an application on a plain paper giving details set out below and in the Letter of Offer. In the alternate,
such holders of the Equity Shares may apply in the Form of Acceptance-cum-Acknowledgement in relation to this Offer
that will be annexed to the Letter of Offer, which may also be obtained from the SEBI website (www.sebi.gov.in) or from
the Registrar to the Offer. The application is to be sent to the Registrar to the Offer, so as to reach the Registrar to the Offer
during business hours on or before 5:00 p.m. on the date of closure of the Tendering Period of this Offer, together with:
8.6.1. The DP name, DP-ID, account number together with a photocopy or counterfoil of the delivery instruction slip in “Off-
Market” mode duly acknowledged by the DP for transferring the Equity Shares to the Open Offer Escrow Demat Account,
as per the details given below:
Name of the Depository Participant Nikunj Stock Brokers Limited
DP-ID IN302994
Client-ID 10123938
Account Name Nanavati Ventures Limited-Open Offer
Depository National Securities Depository Limited
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Mode of Instruction Off Market
Note: Public Shareholders having their beneficiary account with Central Depository Services Limited must use the inter-
depository delivery instruction slip for the purpose of crediting their equity shares of the Target Company in favour of the
Open Offer Escrow Demat Account.
8.6.2. Public Shareholders have to ensure that their Equity Shares are credited in the above mentioned in the Open Offer Escrow
Demat Account, before the closure of the Tendering Period.
8.6.3. Public Shareholders holding shares in demat form are not required to submit the Form of Acceptance-cum-
Acknowledgment to the Registrar. In case of non-receipt of the required documents, but receipt of the Equity Shares in the
Open Offer Escrow Demat Account, the Offer may be deemed to have been accepted by the Public Shareholder.
8.6.4. Pursuant to SEBI circular dated August 27, 2020 bearing reference number SEBI/HO/MIRSD/DOP/CIR/P/2020/158), with
effect from November 01, 2020, SEBI has made it mandatory for all shareholders holding shares in dematerialized form to
authenticate their off-market transaction requests through the one-time password (‘OTP’) authentication method, pursuant
to the submission of their delivery instruction slip with the DP. All Public Shareholders shall generate and submit the OTP
(based on the link provided by the Depository to the Public Shareholder by way of e mail/ SMS) to authenticate the off-
market transaction(s). Public Shareholders are requested to authenticate their transaction as soon as they receive the
intimation from the Depository to avoid failure of delivery instruction. Kindly note, no transaction will be processed by
the Depositories unless the same is authenticated by the Public Shareholder through the above said OTP method.
8.7. The procedure for tendering to be followed by Public Shareholders holding Equity Shares in the physical form is as follows:
8.7.1. Public Shareholders who are holding physical Equity Shares and intend to participate in the Offer will be required to submit
to the registered office of the Registrar, Form of Acceptance-cum-Acknowledgement duly completed and signed in
accordance with the instructions contained therein along with the complete set of documents for verification procedures to
be carried out including:
8.7.1.1. Original share certificate(s);
8.7.1.2. Valid share transfer form(s) i.e. Form SH-4 duly filled and signed by the transferors (i.e., by all registered shareholders in
same order and as per the specimen signatures registered with the Target Company) and duly witnessed at the appropriate
place authorizing the transfer in favour of the Target Company;
8.7.1.3. Self-attested copy of the shareholder’s PAN Card; and
8.7.1.4. Any other relevant documents such as power of attorney, corporate authorization (including board resolution/specimen
signature), notarized copy of death certificate and succession certificate or probated will, if the original shareholder has
deceased, etc., as applicable.
8.7.2. In addition, if the address of the Public Shareholder has undergone a change from the address registered in the register of
members of the Target Company, the relevant Public Shareholder would be required to submit a self-attested copy of
address proof consisting of any one of the following documents:
8.7.2.1. Valid Aadhar Card;
8.7.2.2. Voter Identity Card;
8.7.2.3. Passport.
8.7.3. Public Shareholders holding physical Equity Shares should note that physical Equity Shares will not be accepted unless
the complete set of documents is submitted. Acceptance of the physical Equity Shares for the Open Offer shall be subject
to verification as per the SEBI (SAST) Regulations and any further directions issued in this regard.
8.7.4. Applicants may deliver their documents by speed/registered post with due acknowledgement or by courier only, at their
own risk and cost, to the Registrar to the Offer to the address specified in paragraph 9.3 of this Section 9 (Procedure for
Acceptance and Settlement of the Open Offer) of this Letter of Offer, on or before the last date of the Tendering Period.
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8.8. The procedure for tendering to be followed by Public Shareholders holding Equity Shares in the dematerialized form is as
follows:
8.8.1. Documents to be delivered by all Public Shareholders holding Equity Shares in the dematerialised form:
8.8.1.1. Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained
therein by all the beneficial holders of the Equity Shares, as per the records of the DP.
8.8.1.2. Photocopy of the delivery instruction in “off-market” mode or counterfoil of the delivery instruction slip in “off-market”
mode, duly acknowledged by the DP, in favour of the Open Offer Escrow Demat Account.
8.8.2. The Public Shareholders who are holding the Equity Shares in demat form and who desire to tender their Equity Shares in
this Offer shall approach their Selling Broker/ Seller Member, indicating details of Equity Shares they wish to tender in
this Offer. Public Shareholders should tender their Equity Shares before market hours close on the last day of the Tendering
Period.
8.8.3. The Public Shareholders shall submit delivery instruction slip duly filled-in specifying the appropriate market type in
relation to the “Open Offer” and execution date along with all other details to their respective Selling Broker so that the
shares can be tendered in the Offer.
8.8.4. The Selling Broker would be required to place an order/bid on behalf of the Public Shareholders who wish to tender Equity
Shares in the Offer using the Acquisition Window of BSE Limited. Before placing the order/bid, the Seller Broker will be
required to mark lien on the tendered Equity Shares.
8.8.5. The lien shall be marked by the stock broker(s) in the demat account of the Eligible Shareholder for the shares tendered in
Open Offer. Details of shares marked as lien in the demat account of the shareholders shall be provided by the depositories
to Indian Clearing Corporation Limited. In case, the shareholders demat account is held with one depository and clearing
member pool and Clearing Corporation account is held with other depository, shares shall be blocked in the shareholders
demat account at source depository during the tendering period. Inter depository tender offer (‘IDT’) instructions shall be
initialled by the eligible shareholders at source depository to clearing member/ Clearing Corporation account at target
depository. Source depository shall block the shareholder’s securities (i.e., transfers from free balance to blocked balance)
and send IDT message to target depository for confirming creation of lien. Details of shares blocked in the shareholders'
demat account shall be provided by the target depository to the Clearing Corporation.
8.8.6. For custodian participant orders for demat Equity Shares, early pay-in is mandatory prior to confirmation of order/bid by
custodian. The custodian participant shall either confirm or reject the orders not later than the closing of trading hours (i.e.,
3:30 p.m. Indian Standard Time) on the last day of the Tendering Period. Thereafter, all unconfirmed orders shall be deemed
to be rejected.
8.8.7. Upon placing the order, the Selling Broker shall provide TRS generated by the stock exchange bidding system to the Equity
Shareholder. TRS will contain details of order submitted like bid ID No., DP ID, Client ID, no. of Equity Shares tendered,
etc. On receipt of TRS from the respective Seller Broker, the Public Shareholder has successfully placed the bid in the
Offer.
In case of non-receipt of the completed Tender Form and other documents, but lien marked on Equity Shares and a valid
bid in the exchange bidding system, the bid by such Public Shareholder shall be deemed to have been accepted.
8.8.8. Modification/cancellation of orders will not be allowed during the Tendering Period of the Offer.
8.8.9. The details of settlement number for early pay-in of Equity Shares shall be informed in the issue opening circular that will
be issued by BSE Limited /Clearing Corporation, before the opening of the Offer.
8.8.10. The Public Shareholders will have to ensure that they keep the DP account active and unblocked to receive credit in case
of return of the Equity Shares due to rejection or due to prorated Offer.
8.8.11. In case of receipt of Shares in the special account of the Clearing Corporation and a valid bid in the exchange bidding
system, the Open Offer shall be deemed to have been accepted, for Demat Shareholders.
8.8.12. The cumulative quantity tendered shall be made available on the website of the BSE (www.bseindia.com) throughout the
trading sessions and will be updated at specific intervals during the Tendering Period.
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8.8.13. In case any person has submitted Equity Shares in physical form for conversion to Demat, such Public Shareholders should
ensure that the process of getting the Equity Shares converted to Demat mode is completed well in time so that they can
participate in the Offer before the closure of the Tendering Period.
8.8.14. The Public Shareholders holding shares in Demat mode are not required to fill any FOA, unless required by their respective
Selling Broker.
8.9. Please note the following:
8.9.1.1. For each delivery instruction, the beneficial owner should submit a separate Form of Acceptance-cum-Acknowledgment.
8.9.1.2. The Registrar to the Offer is not bound to accept those acceptances, for which corresponding Equity Shares have not been
credited to the above Open Offer Escrow Demat Account or for Equity Shares that are credited in the above Open Offer
Escrow Demat Account, but the corresponding Form of Acceptance-cum-Acknowledgment has not been received as on
the date of closure of the Offer.
8.10. Non-resident Public Shareholders should, in addition to the above, enclose copy(ies) of any permission(s) received from
the RBI or any other regulatory authority to acquire Equity Shares held by them in the Target Company. Erstwhile OCBs
are requested to seek a specific approval of the RBI for tendering their Equity Shares in the Offer and a copy of such
approval must be provided along with other requisite documents in the event that any Public Shareholder who is an
erstwhile OCB tenders its Equity Shares in the Open Offer. In case the above approvals from the RBI are not submitted,
the Acquirers reserves the right to reject such Equity Shares tendered.
8.11. Public Shareholders who have sent the Equity Shares held by them for dematerialisation need to ensure that the process of
dematerialisation is completed in time for the credit in the Open Offer Escrow Demat Account, to be received on or before
the closure of the Tendering Period or else their application will be rejected.
8.12. Equity Shares that are subject to any charge, lien or any other form of encumbrance are liable to be rejected in the Offer.
8.13. Applications in respect of Equity Shares that are the subject matter of litigation wherein the Public Shareholders may be
prohibited from transferring such Equity Shares during the pendency of the said litigation, are liable to be rejected if the
directions/orders regarding such Equity Shares are not received together with the Equity Shares tendered under the Offer.
The Letter of Offer in some of these cases, wherever possible, will be forwarded to the concerned statutory authorities for
further action by such authorities.
8.14. The Public Shareholders should also provide all relevant documents which are necessary to ensure transferability of the
Equity Shares in respect of which the application is being sent. Such documents may include, but are not limited to:
8.14.1. Duly attested death certificate and succession certificate/ probate/ letter of administration (in case of single Public
Shareholder) if the original Public Shareholder has expired;
8.14.2. Duly attested power of attorney if any person apart from the Public Shareholder has signed the acceptance form and/or
transfer deed(s);
8.14.3. No objection certificate from any lender, if the Equity Shares in respect of which the acceptance is sent, were under any
charge, lien or encumbrance;
8.14.4. In case of companies, the necessary corporate authorisation (including certified copy of board and/or general meeting
resolution(s)); and
8.14.5. Any other relevant documents.
8.15. In the event the number of Equity Shares validly tendered in the Open Offer by the Public Shareholders are more than the
Equity Shares to be acquired under the Offer, the acquisition of Equity Shares from each Public Shareholder will be on a
proportionate basis in such a way that the acquisition from any Public Shareholder shall not be less than the minimum
marketable lot, or the entire holding if it is less than the marketable lot. The minimum marketable lot for the Equity Shares
is 1 Equity Share.
8.16. Subject to the receipt of the required Statutory Approvals, the Acquirers intend to complete all formalities, including the
payment of consideration within a period of 10 Working Days from the closure of the Tendering Period and for the purpose
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open a special account as provided under Regulation 21 (1) of the SEBI (SAST) Regulations, provided that where the
Acquirers is unable to make the payment to the Public Shareholders who have accepted the Offer before the said period of
10 Working Days due to non-receipt of such approvals, SEBI may, if satisfied that non-receipt of such approvals was not
due to any wilful default or neglect of the Acquirers or failure of the Acquirers to diligently pursue the applications for
such approvals (where applicable), grant extension of time for the purpose, subject to the Acquirers agreeing to pay interest
to the Public Shareholders for delay beyond such 10 Working Days period, as may be specified by SEBI from time to time.
8.17. The unaccepted documents in relation to transfer of Equity Shares, if any, would be returned by registered post or by
ordinary post or courier at the Public Shareholders’ sole risk. Unaccepted Equity Shares held in dematerialised form will
be credited back to with the respective depository participant as per details received from their depository participant. It
will be the responsibility of the Public Shareholders to ensure that the unaccepted Equity Shares are accepted by their
respective depository participants when transferred by the Registrar to the Offer. Public Shareholders holding Equity Shares
in dematerialised form are requested to issue the necessary standing instruction for the receipt of the credit, if any, in their
DP account. Public Shareholders should ensure that their depository account is maintained till all formalities pertaining to
the Offer are completed.
8.18. The Registrar to the Offer will hold in trust the Form of Acceptance-cum-Acknowledgment, Equity Shares, and/or other
documents on behalf of the Public Shareholders who have accepted the Offer, until the warrants/cheques/drafts or payment
mode through electronic mode for the consideration are dispatched and unaccepted share certificate/Equity Shares, if any,
are dispatched/returned/ credited to the relevant Public Shareholders.
8.19. Payment to those Public Shareholders whose tendered Equity Shares are found valid and in order and are approved by the
Acquirer, will be done by obtaining the bank account details from the beneficiary position download to be provided by the
depositories and the payment shall be processed with the said bank particulars, and not any details provided in the Form of
Acceptance-cum-Acknowledgment. The decision regarding: (a) the acquisition (in part or full), of the Equity Shares
tendered pursuant to the Offer, or (b) rejection of the Equity Shares tendered pursuant to the Offer along with any
corresponding payment for the acquired Equity Shares will be dispatched to the Public Shareholders by registered post or
by ordinary post or courier as the case may be, at the Public Shareholder’s sole risk. Equity Shares held in dematerialised
form to the extent not acquired will be credited back to the respective beneficiary account with their respective depository
participants as per the details furnished by the beneficial owners in the Form of Acceptance-cum-Acknowledgment.
8.20. Public Shareholders holding Equity Shares in dematerialized form are requested to issue the necessary standing instruction
for the receipt of the credit, if any, in their DP account. Public Shareholders should ensure that their depository account is
maintained until all formalities pertaining to the Offer are completed.
8.21. For Public Shareholders who do not opt for electronic mode of transfer or whose payment consideration is rejected/not
credited through DC/NEFT/RTGS, due to technical errors or incomplete/incorrect bank account details, payment
consideration will be dispatched through registered post or by ordinary post or courier at the Public Shareholder’s sole risk.
8.22. All cheques/demand drafts/pay orders will be drawn in the name of the first holder, in case of joint holder(s).
8.23. A copy of the Letter of Offer (including Form of Acceptance-cum-Acknowledgment) is expected to be available on SEBI’s
website (http://www.sebi.gov.in) during the period the Offer is open and may also be downloaded from the site.
8.24. Procedure for tendering the Equity Shares in case of non-receipt of Letter of Offer:
8.24.1. Persons who have acquired the Equity Shares but whose names do not appear in the register of members of the Target
Company on the Identified Date, or unregistered owners or those who have acquired Equity Shares after the Identified
Date, or those who have not received the Letter of Offer, may also participate in this Offer. Accidental omission to send
the Letter of Offer to any person to whom the Offer is made or the non-receipt or delayed receipt of the Letter of Offer by
any such person will not invalidate the Offer in any way.
8.24.2. The Letter of Offer along with Form of Acceptance-cum-Acknowledgement will be sent (through electronic mode or
physical mode) to all the Public Shareholders, as appearing in the list of members of the Target Company as on the
Identified Date. In case of non-receipt of the Letter of Offer along with Form of Acceptance-cum Acknowledgement, such
Public Shareholders may download the same from the SEBI website (www.sebi.gov.in). Such Public Shareholders may
also obtain an electronic copy of the Letter of Offer along with Form of Acceptance-cum-Acknowledgement from the
Registrar to the Offer on providing suitable documentary evidence of holding the Equity Shares of the Target Company.
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8.24.3. Alternatively, in case of non-receipt of the Letter of Offer, the Public Shareholders holding the Equity Shares may
participate in the Offer by providing their application in plain paper in writing signed by all shareholder(s), stating name,
address, number of Equity Shares held, client ID number, DP name, DP ID number, number of Equity Shares tendered and
other relevant documents as mentioned in the Letter of Offer.
8.24.4. Physical share certificates and other relevant documents should not be sent to the Acquirers, Target Company or the
Manager to the Offer.
8.25. Acceptance of Equity Shares
8.25.1. The Registrar shall provide details of order acceptance to Clearing Corporation within the specified timelines.
8.25.2. In the event that the number of Equity Shares validly tendered by the Public Shareholders under this Offer is more than the
number of Offer Shares, Acquirers shall accept those Equity Shares validly tendered by the Public Shareholders on a
proportionate basis in consultation with the Manager, taking care to ensure that the basis of acceptance is decided in a fair
and equitable manner and does not result in non-marketable lots, provided that acquisition of Equity Shares from a Public
Shareholder shall not be less than the minimum marketable lot. The marketable lot for the Equity Shares of the Target
Company for the purpose of this Offer is 1.
8.25.3. In case of any practical issues, resulting out of rounding-off of Equity Shares or otherwise, The Acquirers will have the
authority to decide such final allocation with respect to such rounding-off or any excess of Equity Shares or any shortage
of Equity Shares.
8.25.4. In case of rejection of Equity Shares tendered for any reason, the documents, if any, will be returned by registered post or
ordinary post or courier at the Public Shareholder’s sole risk as per the details provided in the Form of Acceptance-cum-
Acknowledgement. The Equity Shares held in dematerialised form, to the extent not accepted, will be returned to the
beneficial owner to the credit of the beneficial owner’s DP account with their respective depository participant as per the
details furnished by the beneficial owner(s) in the Form of Acceptance-Cum Acknowledgement.
8.25.5. In the event of odd-lot shares are tendered, the Acquirers shall appoint market maker to purchase such odd-lot shares from
the market and subsequently sell them by consolidating them into even lots. The purchase and sale of these shares shall be
subject to negotiation between the involved parties.
The agreement may be structured for a specific duration or may continue for as long as the odd lots exists in the market.
The terms shall be subject to discussions and negotiations between the Acquirers and the Market Maker.
8.26. Settlement Process and Payment Of Consideration
8.26.1. On closure of the Tendering Period, reconciliation for acceptances shall be conducted by the Manager and the Registrar to
the Offer and the final list shall be provided to the BSE Limited to facilitate settlement on the basis of the shares transferred
to the Clearing Corporation.
8.26.2. The settlement of trades shall be carried out in the manner similar to the settlement of trades in the secondary market.
8.26.3. For Equity Shares accepted under the Offer, the Clearing Corporation will make direct funds pay- out to respective Public
Shareholders. If the relevant Public Shareholder’s bank account details are not available or if the funds transfer instruction
is rejected by RBI/relevant bank, due to any reason, then such funds will be transferred to the concerned Selling Broker
settlement bank account for onward transfer to their respective shareholders.
8.26.4. In case of certain client types viz. NRIs, non-resident clients etc. (where there are specific RBI and other regulatory
requirements pertaining to funds pay-out) who do not opt to settle through custodians, the funds pay-out would be given
to their respective Selling Broker’s settlement accounts for onwards releasing the same to their respective Public
Shareholder’s account. For this purpose, the client type details would be collected from the Registrar to the Offer.
8.26.5. For the Public Shareholder(s) holding Equity Shares in physical form, the funds pay-out would be given to their respective
Selling Broker’s settlement bank accounts for releasing the same to the respective Public Shareholder’s account.
8.26.6. The Public Shareholders holding Equity Shares in dematerialized form will have to ensure that they update their bank
account details with their correct account number used in core banking and IFSC codes, keep their depository participant
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account active and unblocked to successfully facilitate the tendering of the Equity Shares and to receive credit in case of
return of Equity Shares due to rejection or due to prorated acceptance.
8.26.7. Details in respect of acceptance for Open Offer process will be provided to the Clearing Corporation by the Company or
Registrar to the Open Offer. On receipt of the same, Clearing Corporations will cancel the excess or unaccepted blocked
shares in the demat account of the shareholder. On settlement date, all blocked shares mentioned in the accepted bid will
be transferred to the Clearing Corporations.
8.26.8. In the case of inter depository, Clearing Corporations will cancel the excess or unaccepted shares in target depository.
Source depository will not be able to release the lien without a release of IDT message from target depository. Further,
release of IDT message shall be sent by target depository either based on cancellation request received from Clearing
Corporations or automatically generated after matching with bid accepted detail as received from the Company or the
Registrar to the Open Offer. Post receiving the IDT message from target depository, source Depository will cancel/release
excess or unaccepted block shares in the demat account of the shareholder. Post completion of Tendering Period and
receiving the requisite details viz., demat account details and accepted bid quantity, source depository shall debit the
securities as per the communication/message received from target depository to the extent of accepted bid shares from
shareholder’s demat account and credit it to Clearing Corporation settlement account in target depository on settlement
date.
8.26.9. The Public Shareholders will have to ensure that they keep the Depository Participant account active and unblocked.
8.26.10. The direct credit of Equity Shares shall be given to the Demat account of Acquirers as indicated by the Buying Broker.
8.26.11. In the event of any rejection of transfer to the Demat account of the Public Shareholder for any reason, the Demat Equity
Shares shall be released to the securities pool account of their respective Selling Broker, and the Selling Broker will
thereafter transfer the balance Equity Shares to the respective Public Shareholders.
8.26.12. The Target Company is authorized to split the share certificate and issue a new consolidated share certificate for the
unaccepted Equity Shares in case the Equity Shares accepted are less than the Equity Shares tendered in the Open Offer by
the Public Shareholders holding Equity Shares in the physical form.
8.26.13. Any excess physical Equity Shares, including to the extent tendered but not accepted, will be returned by registered post
back to the Public Shareholder(s) directly by Registrar to the Offer. Unaccepted share certificate(s), transfer deed(s) and
other documents, if any, will be returned by registered post at the registered Public Shareholders'/unregistered owners' sole
risk to the sole/first Public Shareholder/unregistered owner.
8.26.14. Public Shareholders who intend to participate in the Offer should consult their respective Selling Broker for any cost,
applicable taxes, charges, and expenses (including brokerage) that may be levied by the Selling Broker upon the selling
shareholders for tendering Equity Shares in the Offer (secondary market transaction). The Offer consideration received by
the Public Shareholders, in respect of accepted Equity Shares, could be net of such costs, applicable taxes, charges and
expenses (including brokerage) and Acquirers, and the Manager accept no responsibility to bear or pay such additional
cost, charges and expenses (including brokerage) incurred solely by the Public Shareholders.
8.26.15. Any Equity Shares that are subject matter of litigation or are held in abeyance due to pending court cases/attachment
orders/restriction from other statutory authorities wherein the Public Shareholder may be precluded from transferring the
Equity Shares during pendency of the said litigation are liable to be rejected if directions/orders regarding these Equity
Shares are not received together with the Equity Shares tended under the Offer.
8.26.16. Buying Brokers would also issue a contract note to Acquirers for the Equity Shares accepted under the Offer.
8.26.17. Once the basis of acceptance is finalized, the Clearing Corporation would facilitate clearing and settlement of trades by
transferring the required number to Acquirer. The Buying Broker will transfer the funds pertaining to the Offer to the
Clearing Corporation’s bank account as per the prescribed schedule.
8.26.18. Acquirers intend to complete all formalities, including the payment of consideration to the Public Shareholders of the
Target Company whose shares have been accepted in the Offer, within a period of 10 Working Days from the closure of
the Tendering Period, and for this purpose, open a special account as provided under Regulation 21(1) of the SEBI (SAST)
Regulations.
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9. COMPLIANCE WITH THE TAX REQUIREMENTS
THE SUMMARY OF THE TAX CONSIDERATIONS IN THIS SECTION ARE BASED ON THE CURRENT
PROVISIONS OF THE INCOME-TAX ACT, 1961 (AS AMENDED BY FINANCE ACT (NO. 2), 2024) AND THE
REGULATIONS THEREUNDER. THE LEGISLATIONS, THEIR JUDICIAL INTERPRETATION AND THE
POLICIES OF THE REGULATORY AUTHORITIES ARE SUBJECT TO CHANGE FROM TIME TO TIME,
AND THESE MAY HAVE A BEARING ON THE IMPLICATIONS LISTED BELOW. ACCORDINGLY, ANY
CHANGE OR AMENDMENTS IN THE LAW OR RELEVANT REGULATIONS WOULD NECESSITATE A
REVIEW OF THE BELOW.
THE JUDICIAL AND THE ADMINISTRATIVE INTERPRETATIONS THEREOF, ARE SUBJECT TO
CHANGE OR MODIFICATION BY SUBSEQUENT LEGISLATIVE, REGULATORY, ADMINISTRATIVE OR
JUDICIAL DECISIONS. ANY SUCH CHANGES COULD HAVE DIFFERENT INCOME-TAX
IMPLICATIONS. THIS NOTE ON TAXATION SETS OUT THE PROVISIONS OF LAW IN A SUMMARY
MANNER ONLY AND IS NOT A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX
CONSEQUENCES OF THE DISPOSAL OF EQUITY SHARES.
THE IMPLICATIONS ARE ALSO DEPENDENT ON THE PUBLIC SHAREHOLDERS FULFILLING THE
CONDITIONS PRESCRIBED UNDER THE PROVISIONS OF THE RELEVANT SECTIONS UNDER THE
RELEVANT TAX LAWS. IN VIEW OF THE PARTICULARISED NATURE OF INCOME-TAX
CONSEQUENCES, PUBLIC SHAREHOLDERS ARE REQUIRED TO CONSULT THEIR TAX ADVISORS
FOR THE APPLICABLE TAX PROVISIONS INCLUDING THE TREATMENT THAT MAY BE GIVEN BY
THEIR RESPECTIVE TAX OFFICERS IN THEIR CASE AND THE APPROPRIATE COURSE OF ACTION
THAT THEY SHOULD TAKE.
THE ACQUIRERS DOES NOT ACCEPT ANY RESPONSIBILITY FOR THE ACCURACY OR OTHERWISE
OF SUCH ADVICE. THEREFORE, PUBLIC SHAREHOLDERS CANNOT RELY ON THIS ADVICE AND THE
SUMMARY OF INCOME-TAX IMPLICATIONS, RELATING TO THE TREATMENT OF INCOME-TAX IN
THE CASE OF TENDERING OF LISTED EQUITY SHARES IN OPEN OFFER OFF THE RECOGNISED
STOCK EXCHANGE, AS SET OUT BELOW SHOULD BE TREATED AS INDICATIVE AND FOR GUIDANCE
PURPOSES ONLY.
THE SUMMARY ON TAX CONSIDERATIONS IN THIS SECTION SETS OUT THE PROVISIONS OF LAW
IN A SUMMARY MANNER ONLY AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR
LISTING OF ALL POTENTIAL TAX CONSEQUENCES OF THE DISPOSAL OF EQUITY SHARES. THIS
NOTE IS NEITHER BINDING ON ANY REGULATORS NOR CAN THERE BE ANY ASSURANCE THAT
THEY WILL NOT TAKE A POSITION CONTRARY TO THE COMMENTS MENTIONED HEREIN. HENCE,
YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISORS FOR THE TAX PROVISIONS APPLICABLE
TO YOUR PARTICULAR CIRCUMSTANCES. THE LAW STATED BELOW IS AS PER THE INCOME-TAX
ACT, 1961.
9.1. General
9.1.1. Securities transaction tax will not be applicable to the Equity Shares accepted in this Offer.
9.1.2. The basis of charge of Indian income-tax depends upon the residential status of the taxpayer during a tax year. The Indian
tax year runs from April 1 until March 31.
9.1.3. A person who is an Indian tax resident is liable to income-tax in India on his/her worldwide income, subject to certain tax
exemptions, which are provided under the IT Act as amended from time to time.
9.1.4. A person who is treated as a non-resident for Indian income-tax purposes is generally subject to tax in India only on such
person’s India-sourced income (i.e., income which accrues or arises or is deemed to accrue or arise in India) as also income
received by such person in India. In case of shares of a company, the source of income from shares will depend on the
“situs” of such shares. As per judicial precedents, the “situs” of the shares is where a company is “incorporated” and where
its shares can be transferred.
9.1.5. Accordingly, since the Target Company is incorporated in India, the Target Company’s Equity Shares should be deemed
to be “situated” in India and any gains arising to a non-resident on transfer of such shares should be taxable in India under
the IT Act.
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9.1.6. Further, the non-resident shareholder can avail beneficial treatment under the Double Taxation Avoidance Agreement
(‘DTAA’) between India and the respective country of which the said shareholder is tax resident subject to satisfying
relevant conditions including but not limited to (a) conditions (if any) present in the said DTAA read with the relevant
provisions of the Multilateral Instrument (‘MLI’) as ratified by India with the respective country of which the said
shareholder is a tax resident and (b) non-applicability of General Anti-Avoidance Rule (‘GAAR’) and (c) providing and
maintaining necessary information and documents as prescribed under the IT Act.
9.1.7. The IT Act also provides for different income-tax regimes/rates applicable to the gains arising from the acceptance of
shares under the Offer, based on the period of holding, residential status, classification of the shareholder and nature of the
income earned, etc.
9.1.7.1. The Public Shareholders may be required to undertake compliances such as filing an annual income tax return, as may be
applicable to different categories of persons, with the income-tax authorities, reporting their income for the relevant year.
9.1.7.2. In case of any Public Shareholder who furnishes a valid certificate under Section 197 of the IT Act and on that basis claims
that either no tax should be deducted or tax at the lower rate as specified in the certificate should be deducted, tax (including
applicable surcharge and health and education cess) will be deducted as per the mandate of the certificate.
9.1.7.3. Any public shareholder claiming eligibility for non – deduction of tax in accordance with the provisions of section 197A
of the IT Act will need to demonstrate such an eligibility with documentary evidence.
9.1.7.4. The summary of income-tax implications on tendering of listed equity shares is set out below. All references to equity
shares herein refer to listed equity shares unless stated otherwise.
9.1.8. Classification of Shareholders: Public Shareholders can be classified under the following categories:
9.1.8.1. Resident shareholders being:
(a) Individuals, Hindu Undivided Family, Association of Persons and Body of Individuals
(b) Others
(i) Company
(ii) Other Than Company
9.1.8.2. Non-resident shareholders being:
(a) Non-Resident Indians (NRIs)
(b) Foreign Institution Investors (FIIs) / Foreign Portfolio Investors (FPIs)
(c) Others:
(i) Company
(ii) Other Than Company
9.1.9. Classification of Income: Equity Shares can be classified under the following two categories:
9.1.9.1. Equity Shares held as investment (Income from transfer of such shares taxable under the head “Capital Gains”)
9.1.9.2. Equity Shares held as stock-in-trade (Income from transfer of such shares taxable under the head “Profits and Gains from
Business or Profession”)
9.1.9.3. While the Act does not prescribe specific criteria for the characterization of such income, principles established by several
Court rulings and administrative guidance issued by the Central Board of Direct Taxes (“CBDT”) should be considered in
determining the characterization of income.
9.1.10. Income from sale of Equity Shares classified as investment:
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9.1.10.1. As per the current provisions of the IT Act, where the shares are held as investments (i.e. capital assets), income arising
from the transfer of such shares is taxable under the head “Capital Gains”. Further, Section 2(14) of the IT Act has provided
for deemed characterization of securities held by FPIs as capital assets, whether or not such assets have been held as a
capital asset; and therefore, the gains arising in the hands of FPIs will be taxable in India as capital gains.
9.1.10.2. Capital Gains in the hands of shareholders would be computed as per the provisions of Section 48 of the IT Act.
(a) Period of holding: Depending on the period for which the shares are held, the gains would be taxable as “short-term capital
gain/ STCG” or “long-term capital gain/ LTCG”:
(i) Short term capital assets: In respect of equity shares held for a period less than or equal to 12 months prior to the date of
transfer, the same should be treated as a “short-term capital asset”, and accordingly the gains arising therefrom should
be taxable as “STCG”.
(ii) Long term capital assets: Similarly, where equity shares are held for a period more than 12 (Twelve) months prior to the
date of transfer, the same should be treated as a “longterm capital asset”, and accordingly the gains arising therefrom
should be taxable as “LTCG”.
(b) Tendering of Equity Shares in the Offer through off-market mechanism: Where a transaction for transfer of such equity
shares (i.e., acceptance under an open offer) is transacted through off-market mechanism and is not chargeable to STT,
then the taxability will be as under (for all categories of Public Shareholders):
(i) Section 112A of the IT Act levies a tax on long term capital gains exceeding ₹1.25 Lakhs at the rate of 12.5% on transfer
of equity shares that are listed on a recognized stock exchange, which have been held for more than 12 months and have
been subject to STT upon both acquisition and sale. Since STT will not be applicable to the Equity Shares transferred
pursuant to this Offer, the provisions of Section 112A of the IT Act shall not be applicable.
(ii) Where LTCG arising from tendering of Equity Shares in the Offer does not fall under the provisions of Section 112A,
such LTCG will be chargeable to tax as follows:
• In the case of a non-resident shareholder (other than a FIIs/FPIs, or a NRI who is governed by the provisions of Chapter
XIIA of the IT Act) LTCG would be chargeable to tax at the rate of up to 12.5% (plus applicable surcharge and health
and education cess) in accordance with provisions of Section 112 of the IT Act.
• In the case of FIIs/FPIs, LTCG would be chargeable to tax at the rate of up to 10% (plus applicable surcharge and Health
and Education Cess) in accordance with provisions of Section 115AD of the IT Act.
• In the case of NRI who is governed by the provisions of Chapter XII-A of the IT Act, LTCG would be chargeable to tax
at the rate of up to 12.5% (plus applicable surcharge and Health and Education Cess) under Section 115E of the IT Act.
• In the case of resident shareholder, LTCG would be chargeable to tax at the rate of up to 12.50% (plus applicable
surcharge and health and education cess)
(iii) Section 111A of the IT Act provides for taxation of STCG at the rate of 20.00% (plus applicable surcharge and health
and education cess) on transfer of equity shares that are listed on a recognized stock exchange, which have been held for
months or less and have been subject to STT upon both acquisition and sale provided STT is paid on the transaction.
(iv) However, since STT will not be applicable to the Equity Shares accepted in this Offer, the provisions of Section 111A
of the IT Act shall not be applicable. Accordingly, any gain realised on the sale of listed equity shares held for a period
of 12 months or less will be subject to short term capital gains tax and shall be leviable to tax at the rates prescribed in
First Schedule to the Finance Act (No.2) 2024 (i.e., normal tax rates applicable to different categories of persons).
(v) In case of FIIs/FPIs, STCG would be taxable at the rate of 30.00% (plus applicable surcharge and health and education
cess) in accordance with the provisions of Section 115AD of the IT Act.
(vi) As per Section 70 of the IT Act, short-term capital loss computed for a given year is allowed to be set off against STCG
as well as LTCG computed for the said year. The balance loss, which is not set off, is allowed to be carried forward for
subsequent eight assessment years, for being set-off against subsequent years’ STCG as well as LTCG, in terms of
Section 74 of the IT Act.
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(vii) Long-term capital loss computed for a given year is allowed to be set-off only against LTCG computed for the said year,
in terms of Section 70 of the IT Act. The balance loss, which is not set off, is allowed to be carried forward for subsequent
eight assessment years, for being set off only against subsequent years’ LTCG, in terms of Section 74 of the IT Act.
(viii) No benefit of indexation by virtue of period of holding will be available in any case.
(ix) Taxability of capital gain arising to a non-resident in India from the transfer of equity shares shall be determined basis
the provisions of the IT Act or the DTAA entered between India and the country of which the non-resident seller is
resident, whichever is more beneficial, subject to fulfilling relevant conditions and maintaining & providing necessary
documents prescribed under the IT Act, as discussed in ensuing paragraphs.
(x) Minimum Alternate Tax (‘MAT’) implications may get triggered for certain companies’ resident in India and should be
assessed by each of such Public Shareholder. For resident corporate shareholders who have already opted to be governed
by the beneficial corporate income tax rate under Section 115BAA or 115BAB of the IT Act, MAT implications will not
be applicable. Foreign companies will not be subject to MAT: (i) if the country of residence of such foreign company
has entered into a DTAA with India and such foreign company does not have a permanent establishment in India in terms
of the DTAA; or (ii) if the country of residence of such foreign company has not entered into a DTAA with India and
such foreign company does not required to seek registration under any law for the time being in force relating to
companies in India. Likewise, for non-company shareholders, applicability of the provisions of Alternate Minimum Tax
will also have to be analysed depending upon the facts of each case.
(c) Investment Funds: Under Section 10 (23FBA) of the IT Act, any income of an Investment Fund, other than the income
chargeable under the head, “Profits and gains of business or profession” would be exempt from income tax but would be
taxable in the hands of their investors. For this purpose, an “Investment Fund” means a fund registered as Category I or
Category II Alternative Investment Fund and is regulated under the Securities and Exchange Board of India (Alternate
Investment Fund) Regulations, 2012.
(d) Mutual Funds: Under Section 10(23D) of the IT Act, any income of mutual funds registered under SEBI or Regulations
made thereunder or mutual funds set up by public sector banks or public financial institutions or mutual funds authorized
by the RBI and subject to the conditions specified therein, is exempt from tax subject to such conditions as the Central
Government may by notification in the Official Gazette, specify in this behalf.
9.1.11. Income from sale of Equity Shares classified as Stock-in-Trade:
If the shares are held as stock-in-trade by any of the eligible Public Shareholders, then the gains will be characterized as
business income and taxable under the head “Profits and Gains from Business or Profession”.
9.1.12. Resident Public Shareholders:
9.1.12.1. Profits of:
(a) Individuals, HUF, AOP and BOI will be taxable at the rates prescribed in First Schedule to the Finance Act (No.2) 2024
(i.e., normal tax rates applicable to different categories of persons).
(b) Domestic companies will be generally taxed at the tax rates applicable for such company in accordance with the provisions
of the IT Act including but not necessarily limited to, the following cases: -
(i) Domestic companies having turnover or gross receipts during the previous year 2022-23 not exceeding ₹40,000 Lakhs
will be taxable @ 25.00%
(ii) Domestic companies which have opted for concessional tax regime under Section 115BAA and 115BAB of the IT Act
will be taxable at 22.00% upon meeting certain conditions.
(iii) Domestic companies having total turnover exceeding ₹40,000 Lakhs during the previous year 2022- 23 will be taxable
@ 30.00% unless such companies choose to be covered under Section 115BAA or 115BAB of the IT Act.
(c) For persons other than stated in (a) and (b) above, profits will be taxable @30.00%.
9.1.12.2. Surcharge and health and education cess are applicable in addition to the taxes described above.
9.1.12.3. No benefit of indexation by virtue of period of holding will be available in any case.
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9.1.13. Non-resident Public Shareholders
9.1.13.1. Non-resident Public Shareholders can avail beneficial provisions of the applicable DTAA entered into by India with the
relevant country of residence of the shareholder but subject to fulfilling relevant conditions and read together with MLI as
may be in effect, and non-applicability of GAAR and maintaining and providing necessary documents prescribed under
the IT Act.
9.1.13.2. Where DTAA provisions are not applicable:
(a) For non-resident individuals, HUF, AOP and BOI, profits (as determined in accordance with the provisions of the IT Act)
will be taxable in India at the rates prescribed in First Schedule to the Finance Act (No.2) 2024 (i.e., normal tax rates
applicable to different categories of persons).
(b) For foreign companies, profits will be taxed in India at the rates prescribed in First Schedule to the Finance Act (No.2)
2024 (i.e., 35%).
(c) For other non-resident Public Shareholders, such as foreign firms, profits will be taxed in in India at the rates prescribed in
First Schedule to the Finance Act (No.2) 2024 (i.e., 30%).
In addition to the above, applicable surcharge, health and education cess are leviable for resident and non-resident public
shareholders.
9.1.14. Tax Deduction at Source (“TDS”)
9.1.14.1. On payment of consideration
(a) In case of resident Public Shareholders
(i) With effect from July 01, 2021, Finance Act 2021 creates an obligation on the buyer of goods to withhold tax under
Section 194Q of the IT Act at the rate of 0.1% when buying goods from an Indian resident. The withholding obligation
only exists where the consideration for goods exceeds ₹50.00 Lakhs and the buyer had a business turnover of more than
₹1,000 Lakhs in the immediately preceding year. The term “goods” has not been defined and may cover shares.
(ii) As per Circular No 13 of 2021 dated June 30, 2021 issued by the CBDT, the provisions of Section 194Q of the IT Act is
not applicable to non-resident whose purchase of goods from Indian resident is not effectively connected with the
permanent establishment in India. Therefore, in the absence of any permanent establishment in India, the Acquirers being
non-resident in India is not required to withhold tax under Section 194Q of the IT Act on consideration payable to resident
shareholders.
(iii) The resident Public Shareholders undertake to file their tax returns in India after inter alia considering gains arising
pursuant to this Offer. The resident Public Shareholders undertake to indemnify the Acquirers if any tax demand is raised
on the Acquirers on account of income arising to the resident Public Shareholders pursuant to this Offer. The resident
Public Shareholders also undertake to provide the Acquirer, on demand, the relevant details in respect of the
taxability/non-taxability of the proceeds pursuant to this Offer, copy of tax return filed in India, evidence of the tax paid,
etc.
(b) In case of non-resident Public Shareholders
(i) In case of FIIs / FPIs: Section 196D of IT Act, provides for a specific exemption from withholding tax at source from
any income, by way of Capital Gains arising to a FIIs/FPIs from the transfer of securities referred to in Section 115AD
of the IT Act. Thus, no withholding of tax is required in case of consideration payable to FIIs/FPIs. The Acquirers would
not deduct tax at source on the payments to FIIs/FPIs, subject to the following conditions:
• FIIs/FPIs furnishing the copy of the registration certificate issued by SEBI (including for subaccount of FII/FPI, if any);
• FIIs/FPIs declaring that they have invested in the Equity Shares in accordance with the applicable SEBI regulations and
will be liable to pay tax on their income as per the provisions of the IT Act.
(ii) In case of other non-resident Public Shareholders (other than FIIs/FPIs) holding Equity Shares of the Target Company:
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• Section 195(1) of the IT Act provides that any person responsible for paying to a non-resident, any sum chargeable to
tax is required to deduct tax at source (including applicable surcharge and cess). Subject to regulations in this regard,
wherever applicable and it is required to do so, tax at source (including applicable surcharge and cess) shall be deducted
at appropriate rates as per the IT Act read with the provisions of the relevant DTAA, if applicable.
• While tendering Equity Shares under the Offer, all non-resident Public Shareholders including NRIs/foreign Public
Shareholders shall be required to submit a valid certificate for deduction of tax (“TDC” / “Tax Deduction Certificate”)
at a nil/lower rate issued by the income tax authorities under the IT Act, along with the Form of Acceptance cum-
Acknowledgement, indicating the amount of tax to be deducted by the Acquirers before remitting the consideration. The
Acquirers will arrange to deduct taxes at source in accordance with such TDC only if it has been submitted along with
the Form of Acceptance-cum Acknowledgement and the same is valid and effective as of the date on which tax is required
to be deducted at source.
• In case TDC requiring lower withholding of tax by non-resident Public Shareholders (other than FIIs/FPIs) including
NRIs/foreign Public Shareholders, is not submitted, or is otherwise not valid and effective as of the date on which tax is
required to be deducted at source, the Acquirers will arrange to deduct tax up to the maximum rate as may be applicable
to the relevant category to which the Public Shareholder belongs under the IT Act (plus applicable surcharge and health
and education cess), on the gross consideration for acquisition of Equity Shares, payable to such Public Shareholder
under the Offer.
• The non-resident Public Shareholders undertake to indemnify the Acquirers if any tax demand is raised on the Acquirers
on account of gains arising to the non-resident Public Shareholders pursuant to this Offer. The non-resident Public
Shareholders also undertake to provide the Acquirer, on demand, the relevant details in respect of the taxability/ non-
taxability of the proceeds pursuant to this Offer, copy of tax return filed in India, evidence of the tax paid etc.
9.1.15. On payment of interest for delay in payment of consideration
9.1.15.1. In case of interest, if any, paid by the Acquirers to resident and non-resident Public Shareholder for delay in receipt of
statutory approvals as per Regulation 18(11) of the SEBI (SAST) Regulations or in accordance with Regulation 18(11A)
of the SEBI (SAST) Regulations, the final decision to deduct tax or the quantum of taxes to be deducted rests solely with
the Acquirers depending on the settlement mechanism for such interest payments. In the event, to withhold tax, the same
shall be basis the documents submitted along with the Form of Acceptance-cum-Acknowledgement or such additional
documents as may be called for by the Acquirer. It is recommended that the Public Shareholders consult their custodians/
authorized dealers/ tax advisors appropriately with respect to the taxability of such interest amount (including on the
categorisation of the interest, whether as capital gains or as other income).
9.1.15.2. The Public Shareholders shall be required to submit a valid TDC at a NIL/lower rate issued by the income tax authorities
under the IT Act along with the Form of Acceptance-cum-Acknowledgement, indicating the amount of tax to be deducted
by the Acquirers before payment of such interest. If no TDC is provided, tax shall be deducted at source on gross amount
of interest for delay in payment of the consideration at the maximum rate as may be applicable to the relevant category to
which the Public Shareholder belongs under the IT Act in accordance with the provisions of the IT Act. In the event the
Acquirers are held liable for the tax liability of the Public Shareholder, the same shall be to the account of the Public
Shareholder and to that extent the Acquirers should be indemnified.
9.1.16. Other withholding related provisions
9.1.16.1. If PAN is not furnished by Public Shareholders or in case of non-resident Public Shareholders not having a PAN, the PAN
substitute information is not furnished, the Acquirers will arrange to deduct tax at least at the rate of 20% (Twenty per cent)
as per Section 206AA of the IT Act or at such rate as applicable and provided above for each category of the Public
Shareholders, whichever is higher.
9.1.16.2. In terms of Section 206AB of the IT Act, where a person (i) has not filed Indian incometax return for the previous financial
year preceding the relevant financial year in which tax is required to be deducted; (ii) has an aggregate of tax deducted at
source/tax collected at source of INR 50,000 (Indian Rupees Fifty Thousand) or more in the said previous year; and (iii)
the time limit for filing India income-tax return under Section 139(1) of the IT Act has expired, then the deductor is required
to withhold taxes at higher of the following rates (a) at twice the rate specified in the relevant provision of the IT Act; (b)
at twice the rates in force; or (c) at the rate of 5% (Five per cent). It is clarified that the provisions of Section 206AB of the
IT Act are not applicable where the payee is a non-resident, which does not have a permanent establishment in India.
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9.1.16.3. Further, it is also clarified that where the provisions of both Section 206AA and Section 206AB of the IT Act are applicable,
then taxes shall be deducted at higher of the two rates provided in Section 206AA and Section 206AB of the IT Act.
9.1.16.4. In addition to the tax deducted at source as per above, surcharge, health and education cess as applicable will be levied, as
applicable.
9.1.17. Tax Collected at Source (“TCS”)
9.1.17.1. Section 206C(1H) of the IT Act also creates an obligation on the seller of ‘goods’ (which expression may also include
shares) to collect TCS at the rate of 0.1% on the sale consideration exceeding ₹50.00 Lakhs, subject to cumulative
satisfaction of the following conditions:
(a) The transaction is not subject to TDS (as discussed above under paragraph 14 of this Section X (Compliance with Tax
Requirements)); and
(b) Total turnover of the shareholder/seller during the immediately preceding financial year exceeds ₹1,000.00 Lakhs; and
(c) Sale consideration exceeds ₹50.00 Lakhs
9.1.17.2. While the term ‘goods’ has not been defined, it may include shares and securities. Circular No 13 of 2021 dated June 30,
2021, and Circular No. 17 of 2020 dated September 29, 2020, clarify that the provisions of Section 206C(1H) of the Act
should not be applicable among others, where transactions in securities are cleared and settled by a recognized clearing
corporation. Since the offer is expected to be undertaken off market, the aforesaid exemption may not be available.
9.1.17.3. Accordingly, in appropriate cases, where the aforesaid conditions are satisfied, the TCS obligation may arise in the hands
of Public Shareholders, and they may be required to collect TCS at the rate of 0.1% on the consideration received from
Acquirers exceeding ₹50.00 Lakhs, in addition to such consideration. Prior to collecting tax under Section 206C(1H) of
the IT Act, the Public Shareholder would be required to submit a declaration confirming that they qualify as a “seller”
under Section 206C(1H) of the IT Act.
9.1.17.4. The Public Shareholders who are obligated to collect such TCS undertake to indemnify the Acquirers for any losses that
may arise to the Acquirers by virtue of any default by such Public Shareholder in relation to collection of TCS or deposit
of the same with the government within the prescribed timelines or otherwise impeding ability of Acquirers to claim
refund/credit of TCS, so collected by the Public Shareholder. The Public Shareholders also undertake to provide to the
Acquirer, on demand, the relevant details, as may be required to assess or verify the TCS obligation of the Public
Shareholder and such certificates, challans, evidence etc., as prescribed, to evidence the timely deposit of TCS to the Indian
Government and to enable the Acquirers to claim credit/refund of such TCS.
9.1.18. In respect of overseas jurisdiction
9.1.18.1. Apart from the above, the Acquirers will be entitled to withhold tax in accordance with the tax laws applicable in the
overseas jurisdictions where the non-resident Public Shareholder is a resident for tax purposes (“Overseas Tax”).
9.1.18.2. For this purpose, the non-resident Public Shareholder shall duly furnish a self-declaration stating the quantum of the
Overseas Tax to be withheld as per the relevant tax laws of the country in which the non-resident Public Shareholder is a
tax resident and the Acquirers will be entitled to rely on this representation at their sole discretion.
9.1.18.3. The non-resident Public Shareholders undertake to indemnify the Acquirers if any tax demand is raised on the Acquirers
on account of gains arising to the non-resident Public shareholders pursuant to this Offer. The non-resident Public
Shareholders also undertake to provide the Acquirer, on demand, the relevant details in respect of the taxability/non-
taxability of the proceeds pursuant to this Open Offer, copy of tax return filed in India, evidence of the tax paid, etc.
9.1.19. Submission of PAN and other details Information required from Public Shareholders
9.1.19.1. All Public Shareholders are required to submit their PAN details along with self-attested copy of the PAN card for income
tax purposes. In the absence of PAN for non-resident Public Shareholders, as per Notification No. 53/2016, F.No.370
142/16/2016-TPL (read with Rule 37BC of the Income tax Rules, 1962), they shall furnish self-attested copy of documents
containing the following details:
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(a) Name, email ID, contact number;
(b) Address in the country of residence;
(c) Tax Residency Certificate (“TRC”) from the government of the country of residence, if the law of such country provides
for issuance of such certificate; and
(d) Tax identification number in the country of residence, and in case no such number is available, then a unique number on
the basis of which such non-resident is identified by the government of the country of which he claims to be a resident.
If PAN is not furnished by a resident Public Shareholder, or in case of non-resident Public Shareholders not having a PAN
and, the aforesaid details are not furnished, the Acquirers will deduct tax as per Section 206AA of the IT Act;
9.1.19.2. Self-attested declaration in respect of residential status, status of Public Shareholders (e.g. individual, firm, company, trust,
or any other);
9.1.19.3. TDC from the income-tax authorities for no/lower deduction of tax;
9.1.19.4. Self-attested declaration that non-resident Public Shareholder does not have a permanent establishment in India either under
the IT Act or DTAA as applicable between India and any other foreign country or specified Territory (as notified under
Section 90 or Section 90A of the IT Act) of which the Public Shareholder claims to be a tax resident.
9.1.19.5. In case of non-resident Public Shareholders claiming relief under DTAA:
(a) E-Form 10F as prescribed under Section 90 or Section 90A of the IT Act;
(b) TRC to be obtained from the Government of the foreign country/specified territory of the Public Shareholder claims to be
a tax resident for the relevant previous year;
(c) Self-declaration for no permanent establishment in India and no business connection in India; and
(d) Self-declaration certifying that (i) the place of effective management as defined under section 6 of the Income Tax Act,
1961 is outside India and (ii) the nature of income arising from the sale of Equity Shares, whether capital gains or business
incomes.
9.1.19.6. Information required from resident Public Shareholders:
(a) Self-attested copy of PAN card;
(b) Self-attested declaration in respect of residential status, status of Public Shareholders (e.g. individual, firm, company, trust,
or any other; and
(c) For Mutual Funds/Banks/other specified entities under Section 194A(3)(iii) of the IT Act – Copy of relevant registration
or notification (applicable only for the interest payment, if any).
9.1.20. Other points for consideration
9.1.20.1. Public Shareholders who wish to tender their Equity Shares must submit the information/documents, as applicable, all at
once along with the Form of Acceptance cum- Acknowledgement and those that may be additionally requested for by the
Acquirer. The documents submitted by the shareholders along with the Form of Acceptance-cum- Acknowledgement will
be considered as final. Any further/delayed submission of additional documents, unless specifically requested by the
Acquirer, may not be accepted.
9.1.20.2. The Acquirers will not take into consideration any other details and documents (including self-certified computation of tax
liability or the computation of tax liability certified by any tax professionals including a chartered accountant, etc.)
submitted by the Public Shareholder for deducting a lower amount of tax at source. In case of ambiguity, incomplete or
conflicting information, the Acquirers will arrange to deduct tax at the applicable rate under the IT Act on the gross amount.
9.1.20.3. Based on the documents and information submitted by the shareholder, the final decision to deduct tax or not, or the
quantum of taxes to be deducted rests solely with the Acquirer.
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9.1.20.4. Taxes once deducted will not be refunded by the Acquirers under any circumstances.
9.1.20.5. The Acquirers shall deduct tax (if required) as per the information provided and representation made by the Public
Shareholders. In the event of any income tax demand (including interest, penalty, etc.) arising from any misrepresentation,
inaccuracy or omission of information provided/to be provided by the shareholders, such shareholders will be responsible
to pay such income tax demand (including interest, penalty, etc.) and provide the Acquirers with all information/documents
that may be necessary and co-operate in any proceedings before any income tax/appellate authority. The Shareholders
undertake to indemnify the Acquirers if any tax demand is raised on the Acquirers on account of gains arising to the Public
Shareholders pursuant to this Offer.
9.1.20.6. The tax deducted by the Acquirers while making the payment to a shareholder under this Offer may not be the final liability
of such shareholders and shall in no way discharge the obligation of the shareholders to appropriately disclose the amount
received by it, pursuant to this Offer, before the income tax authorities. The rate at which tax is required to be deducted is
based on the tax laws prevailing as on the date of the Letter of Offer. If there is any change in the tax laws with regards to
withholding tax rates as on the date of deduction of tax, the tax will be deducted at the rates applicable at the time of
deduction of tax.
9.1.20.7. All Public Shareholders are advised to consult their tax advisors for the treatment that may be given by their respective
assessing officers in their case, and the appropriate course of action that they should take. The Acquirers and the Manager
to the Offer do not accept any responsibility for the accuracy or otherwise of such advice. The aforesaid treatment of tax
deduction at source may not necessarily be the treatment also for filing the return of income.
9.1.20.8. The Acquirers and the Manager to the Offer do not accept any responsibility for the accuracy or otherwise of the tax
provisions set forth herein above.
9.1.21. Rate of Surcharge and Cess
9.1.21.1. In addition to the basic tax rate, applicable surcharge, health and education cess are currently leviable as under:
(a) Surcharge
(i) In case of domestic companies: Surcharge @ 12% is leviable where the total income exceeds ₹1,000 Lakhs and @ 7%
(Seven per cent) where the total income exceeds ₹100 Lakhs but less than ₹1,000 Lakhs for companies not opting for tax
regime u/s. 115BAA and 115BAB.
(ii) In case of domestic companies which have opted for concessional tax regime either under Section 115BAA or Section
115BAB: Surcharge @ 10% is leviable.
(iii) In case of companies other than domestic companies: Surcharge @ 5% is leviable where the total income exceeds ₹1,000
Lakhs and @ 2% (Two per cent) where the total income exceeds ₹100 Lakhs but less than ₹1,000 Lakhs.
(iv) In case of individuals, HUF, AOP, BOI:
• Surcharge @10% is leviable where the total income exceeds ₹50.00 Lakhs but less than ₹100.00 Lakhs;
• Surcharge @15% is leviable where the total income exceeds ₹100.00 Lakhs but does exceed ₹200.00 Lakhs;
• Surcharge @ 25% is leviable where the total income exceeds ₹200.00 Lakhs but does exceed ₹500.00 Lakhs. However,
rate of surcharge will be restricted to 15% in case of LTCG;
• Surcharge @ 37% is leviable where the total income exceeds ₹500.00 Lakhs. However, rate of surcharge will be restricted
to 15% in case of LTCG;
The enhanced surcharge rate of 37.00% is not applicable for Individuals and HUFs opting for tax regime under Section
115BAC of the Income Tax Act.
However, for the purpose of income chargeable under Section 111A, 112, 112A and 115AD of the IT Act (for income
chargeable to tax under the head “Capital Gains”), the surcharge rate shall not exceed 15%.
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(v) In case of Firm and Local Authority: Surcharge @12% is leviable where the total income exceeds ₹100.00 Lakhs.
(vi) Further, in case of an AOP (which only has companies as its members), surcharge at the rate of 15% is leviable where
the total income exceeds ₹100.00 Lakhs.
(b) Cess Health and education cess @ 4% is currently leviable in all cases.
9.1.22. Tax Deducted Certificate
The Acquirers will issue a certificate in the prescribed form to the Public Shareholders (resident and non-resident) who
have been paid the consideration and interest for delay in payment of consideration, if any, after deduction of tax on the
same, certifying the amount of tax deducted and other prescribed particulars in accordance with the provisions of the IT
Act read with the Income- tax Rules, 1962 made thereunder.
9.1.23. Tax Collected Certificate
The Public Shareholders collecting TCS, will issue a certificate in the prescribed form to the Acquirer, certifying the
amount of tax collected and other prescribed particulars in accordance with the provisions of the IT Act read with the
Income-tax Rules, 1962 made thereunder.
THE TAX RATE AND OTHER PROVISIONS MAY UNDERGO CHANGES.
THE TAX IMPLICATIONS ABOVE ARE BASED ON PROVISIONS OF THE INCOME TAX ACT, 1961 AS
AMENDED UP TO FINANCE ACT (No.2), 2024.
THE ABOVE NOTE ON TAXATION SETS OUT THE PROVISIONS OF LAW IN A SUMMARY MANNER
ONLY AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL
TAX CONSEQUENCES OF THE DISPOSAL OF EQUITY SHARES. THIS NOTE IS NEITHER BINDING ON
ANY REGULATORS NOR CAN THERE BE ANY ASSURANCE THAT THEY WILL NOT TAKE A POSITION
CONTRARY TO THE COMMENTS MENTIONED HEREIN. HENCE, YOU SHOULD CONSULT WITH YOUR
OWN TAX ADVISORS FOR THE TAX PROVISIONS APPLICABLE TO YOUR PARTICULAR
CIRCUMSTANCES.
THE ABOVE DISCLOSURE ON TAXATION SETS OUT THE PROVISIONS OF LAW IN A SUMMARY
MANNER ONLY AND IS NOT A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX
CONSEQUENCES OF THE DISPOSAL OF EQUITY SHARES. THIS DISCLOSURE IS NEITHER BINDING
ON ANY REGULATORS NOR CAN THERE BE ANY ASSURANCE THAT THEY WILL NOT TAKE A
POSITION CONTRARY TO THE COMMENTS MENTIONED HEREIN. HENCE, SHAREHOLDERS
SHOULD CONSULT THEIR OWN TAX ADVISORS FOR THE TAX PROVISIONS APPLICABLE TO THEIR
PARTICULAR CIRCUMSTANCES.
*The CBDT has vide Notification No. 9/2014 dated January 22, 2014 notified Foreign Portfolio Investors registered
under the Securities and Exchange Board of India (FPI) Regulations, 2014 as FII for the purpose of Section 115AD
of the IT Act.
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10. DOCUMENTS FOR INSPECTION
The copies of the following documents will be available for inspection at the principal office of the Manager to the
Offer, Swaraj Shares and Securities Private Limited, located at Unit No 304, A Wing, 215 Atrium, Courtyard
Marriot, Andheri (East), Mumbai- 400093, Maharashtra, India on any working day between 10:00 a.m. (Indian
Standard Time) and 5:00 p.m. (Indian Standard Time) during the Tendering Period commencing from Tuesday,
July 01, 2025, to Monday, July 14, 2025. Further, in light of SEBI Circular SEBI/HO/CFD/DCR2/CIR/P/2020/139
dated July 27, 2020, read with SEBI Circular SEBI/CIR/CFD/DCR1/CIR/P/2020/83 dated May 14, 2020, copies of
the following documents will be available for inspection to the Public Shareholders electronically during the
Tendering Period. The Public Shareholders interested to inspect any of the following documents can send an email
from their registered email addresses (including shareholding details and authority letter in the event the Public
Shareholder is a corporate body) with a subject line [“Documents for Inspection – NVENTURES Open Offer”], to
the Manager to the Open Offer at takeover@swarajshares.com; and upon receipt and processing of the received
request, access can be provided to the respective Public Shareholders for electronic inspection of documents.
10.1. Certificate of Incorporation along with Memorandum of Association and Articles of Association of the Target Company.
10.2. Memorandum of Understanding between the Manager and the Acquirers.
10.3. Audited Financial Results for the Financial Year ended March 31, 2025, and the Audited Financial Statements as per the
Annual Reports for the last 2 Financial Years ending March 31, 2024, and March 31, 2023, of the Target Company.
10.4. The Net Worth of the Acquirer 1 as certified by Mr. Shridhar Appa, Chartered Accountants, holding membership number
‘144579’, partner of Appa & Associates, Chartered Accountants, additionally certifying that the Acquirer 1 has firm and
adequate financial resources to meet the financial obligations under this Offer.
10.5. The Net Worth of the Acquirer 2 as certified by Mr. Shridhar Appa, Chartered Accountants, holding membership number
‘144579’, partner of Appa & Associates, Chartered Accountants , additionally certifying that the Acquirer 2 has firm and
adequate financial resources to meet the financial obligations under this Offer.
10.6. Escrow Agreement between Acquirers, Escrow Bank, and Manager.
10.7. Copy of Share Purchase Agreement dated Monday, December 30, 2024, entered between the Acquirers, Selling Promoter
Shareholder, and the Target Company.
10.8. Copy of the Public Announcement dated Monday, December 30, 2024.
10.9. Bank Statement received from Axis Bank Limited for required amount kept in the escrow account.
10.10. Balance Confirmation Certificate received from Axis Bank Limited confirming that amount kept in Escrow Account.
10.11. Copy of the Detailed Public Statement dated Tuesday, January 01, 2025, published on behalf of Acquirers on Thursday,
January 02, 2025, in the Newspapers.
10.12. Copy of SEBI Observation letter bearing reference number ‘SEBI/HO/CFD/CFD-RAC-DCR1/P/OW/2025/15985/1’ dated
Friday, June 13, 2025.
10.13. Copy of the recommendations to be dated on Thursday, June 26, 2025, published in the Newspapers on Friday, June 27,
2025, by the Committee of Independent Directors of the Target Company.
10.14. Copy of Offer Opening Public Announcement cum Corrigendum to the Detailed Public Statement to be dated on Friday,
June 27, 2025, published in the Newspapers on Monday, June 30, 2025.
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11. DECLARATION BY THE ACQUIRERS
The Acquirers accept full responsibility for the information contained in this Letter of Offer (other than such information
as has been obtained from public sources or provided by or relating to and confirmed by the Target Company and undertake
that they are aware of and will comply with their obligations under the SEBI (SAST) Regulations in respect of this Offer.
The Acquirers will be responsible for ensuring compliance with the SEBI (SAST) Regulations.
The information pertaining to the Target Company contained in the Public Announcement or the Detailed Public Statement
or the Draft Letter of Offer or this Letter of Offer, any other advertisement/publications made in connection with this Offer
has been compiled from information published or provided by the Target Company or publicly available sources which
has not been independently verified by Acquirers or the Manager. Acquirers, and the Manager do not accept any
responsibility with respect to such information relating to the Target Company, and the Selling Promoter Shareholder.
The persons signing this Letter of Offer on behalf of the Acquirers have been duly and legally authorized to sign this
Letter of Offer.
Date: Saturday, June 21, 2025
Place: Mumbai
For and on behalf of all the Acquirers
Sd/-
Mrs. Nila Biswakarma
(Acquirer 1)
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INSTRUCTIONS FOR FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT
The Capitalized terms used and not defined in these instructions will have the same meaning as provided in the Letter of
Offer dated Saturday, June 21, 2025.
1. PLEASE NOTE THAT NO EQUITY SHARES/FORMS SHOULD BE SENT DIRECTLY TO THE ACQUIRERS, THE
TARGET COMPANY OR TO THE MANAGER TO THE OFFER.
2. The Form of Acceptance-cum-Acknowledgement should be legible and should be filled-up in English only.
3. All queries pertaining to this Open Offer may be directed to the Registrar to the Offer.
4. As per the provisions of Regulation 40(1) of the SEBI (LODR) Regulations and SEBI’s press release dated December 03,
2018, bearing reference no. PR 49/2018, requests for transfer of securities shall not be processed unless the securities are
held in dematerialised form with a depository with effect from April 01, 2019. However, in accordance with the SEBI
master circular bearing reference number SEBI/HO/CFD/PoD-1/P/CIR/2023/31 dated February 16, 2023, shareholders
holding securities in physical form are allowed to tender shares in an open offer. Such tendering shall be as per the
provisions of the SEBI (SAST) Regulations. Accordingly, Public Shareholders holding Equity Shares in physical form as
well are eligible to tender their Equity Shares in this Open Offer as per the provisions of the SEBI (SAST) Regulations.
5. The Public Shareholders who are holding Equity Shares in physical form and are desirous of tendering their Equity Shares
in the Offer shall approach the Registrar to the Offer and submit the following set of documents for verification procedure
as mentioned below:
(a) original share certificate(s);
(b) valid share transfer form(s) duly filled and signed by the transferors (i.e., by all registered Public Shareholders in same
order and as per the specimen signatures registered with the Target Company) and duly witnessed at the appropriate place
authorizing the transfer in favour of the Target Company;
(c) self-attested copy of the Public Shareholder’s PAN Card;
(d) any other relevant documents such as power of attorney, corporate authorization (including board resolution/specimen
signature), notarized copy of death certificate and succession certificate or probated will, if the original shareholder has
deceased, etc., as applicable; and
(e) if the address of the Public Shareholder has undergone a change from the address registered in the register of members of
the Target Company, a self-attested copy of address proof consisting of any one of the following documents:
(i) valid Aadhar Card;
(ii) Voter Identity Card; or
(iii) Passport.
6. In case any Public Shareholder has submitted Equity Shares in physical mode for dematerialisation, such Public Shareholder
should ensure that the process of getting the Equity Shares dematerialized is completed well in time so that they can
participate in the Open Offer before close of Tendering Period.
7. The Public Shareholders are advised to ensure that their Equity Shares are credited in favour of the Open Offer Escrow
Demat Account, before the closure of the Tendering Period, i.e., Monday, July 14, 2025. The Form of Acceptance-cum-
Acknowledgement of such dematerialized Equity Shares not credited in favour of the Open Offer Escrow Demat Account,
before the closure of the Tendering Period will be rejected.
8. Public Shareholders should enclose the following:
(a) Form of Acceptance-cum-Acknowledgement (in the form attached herewith) duly completed and signed in accordance with
the instructions contained therein, by all the beneficial owners whose names appear in the beneficiary account, as per the
records of the Depository Participant (“DP”).
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(b) Photocopy of the delivery instruction in “Off-market” mode or counterfoil of the delivery instruction in “Off-market” mode,
duly acknowledged by the DP as per the instruction in the Letter of Offer.
(c) Photocopy of the inter-depository delivery instruction slip if the beneficiary holders have an account with CDSL.
(d) A copy of the PAN card, power of attorney, corporate authorization (including board resolution/specimen signature) and
self-attested TDC (a valid certificate for lower/nil deduction of tax) from income tax authorities, as applicable.
Please note the following:
(a) For each delivery instruction, the beneficial owners should submit separate Form of Acceptance-cum-Acknowledgement.
(b) The Registrar to the Offer is not bound to accept those acceptances, for which corresponding Equity Shares have not been
credited to the Open Offer Escrow Demat Account or for Equity Shares that are credited in the Open Offer Escrow Demat
Account but the corresponding Form of Acceptance-cum-Acknowledgment has not been received as on the date of closure
of the Offer.
In case of non-receipt of the aforesaid documents, but receipt of the Equity Shares in the Open Offer Escrow Demat
Account, the Acquirers may (at its sole discretion) deem the Offer to have been accepted by the Public Shareholder in case
of a resident Public Shareholder.
9. In case of Equity Shares held in joint names, names should be filled up in the same order in the Form of Acceptance-cum-
Acknowledgement as the order in which they hold Equity Shares in Nanavati Ventures Limited, and should be duly
witnessed. This order cannot be changed or altered nor can any new name be added for the purpose of accepting the Offer.
10. If the Offer Shares tendered are rejected for any reason, the Offer Shares will be returned to the sole/first named Public
Shareholder(s) along with all the documents received at the time of submission.
11. The Procedure for Acceptance and Settlement of this Offer has been mentioned in the Letter of Offer in Section 9
(Procedure for Acceptance and Settlement of the Open Offer).
12. The Letter of Offer along with Form of Acceptance-cum-Acknowledgement is being dispatched to all the Public
Shareholders as on the Identified Date. In case of non-receipt of the Letter of Offer, such shareholders may download the
same from the SEBI website (www.sebi.gov.in) or obtain a copy of the same from the Registrar to the Offer.
13. The Public Shareholders should provide all relevant documents, which are necessary to ensure transferability of the Equity
Shares in respect of which the acceptance is being sent. Such documents may include (but not be limited to):
(a) Duly attested death certificate and succession certificate/probate/letter of administration (in case of a single Public
Shareholder) in case the original Public Shareholder is dead.
(b) Duly attested power of attorney if any person apart from the Public Shareholder has signed the Form of Acceptance-cum-
Acknowledgement.
14. The Public Shareholders are advised to refer to Section 9 titled as Compliance with Tax Requirements in the Letter of Offer
in relation to important disclosures regarding the taxes to be deducted on the consideration to be received by them.
15. The Form of Acceptance-cum-Acknowledgement should be sent only to, the Registrar to the Offer and not to the Manager
to the Offer, the Acquirers or the Target Company.
16. The Public Shareholders having their beneficiary account in Central Depository Services Limited have to use “inter
depository delivery instruction slip” for the purpose of crediting their Equity Shares in favour of the Open Offer Escrow
Demat Account with National Securities Depository Limited.
17. The Public Shareholders, (including resident or non-resident shareholders) must obtain all requisite approvals required, if
any, to tender the Offer Shares (including without limitation, the approval from the RBI, if applicable) held by them, in the
Offer and submit such approvals, along with the other documents required to accept this Offer. In the event such approvals
are not submitted, the Acquirers reserves the right to reject such Equity Shares tendered in this Offer. Further, if the holders
of the Equity Shares who are not persons resident in India had required any approvals (including from the RBI, or any other
regulatory body) in respect of the Equity Shares held by them, they will be required to submit such previous approvals, that
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they would have obtained for holding the Equity Shares, to tender the Offer Shares held by them, along with the other
documents required to be tendered to accept this Offer. In the event such approvals are not submitted, the Acquirers reserves
the right to reject such Offer Shares.
18. NRI Public Shareholders tendering their Equity Shares in the Offer and holding such Equity Shares on a repatriable basis
(in which case the consideration can be remitted abroad) should provide relevant proof of such holding on a repatriable
basis viz. RBI approval (if applicable) or proof that such Equity Shares were purchased from funds from a Non-Resident
External (“NRE”) bank account or by way of foreign inward remittance; and (ii) furnish details of the type of the relevant
bank account, i.e. NRE bank account, to which the consideration should be credited.
19. NRI Public Shareholders tendering their Equity Shares in the Offer and holding such Equity Shares on a non-repatriable
basis should provide details of their Non-Resident (Ordinary) (“NRO”) bank account, based on which the cheque or demand
draft constituting payment of purchase consideration will be drawn. In the event that details of a NRO bank account are not
furnished, the Equity Shares tendered by such NRI Public Shareholders would be rejected. Alternatively, if such an NRI
Public Shareholder wishes to receive the consideration in an NRE bank account, such NRI Public Shareholder should
provide a specific RBI approval permitting consideration to be credited to such bank account, based on which the cheque
or demand draft constituting payment of purchase consideration will be drawn. In the event that such a specific RBI
approval and the details of such designated bank account are not furnished, the Equity Shares tendered by such NRI Public
Shareholders would be liable for rejection.
20. Non-Resident Public Shareholders should enclose a certificate for deduction of tax at a lower/ nil rate from the income tax
authorities under the Income Tax Act, 1961 indicating the tax to be deducted if any by the Acquirers before remittance of
consideration. Otherwise tax will be deducted at the maximum marginal rate as may be applicable to the category and status
of the Public Shareholder (as registered with the depositories/Target Company) on full consideration payable by the
Acquirer.
21. Erstwhile FIIs, and FPIs are requested to enclose their respective valid registration certificates with SEBI. In case of a
company, a stamp of the company should be affixed on the Form of Acceptance-cum-Acknowledgement. A
company/erstwhile FII/FPI/erstwhile OCB should furnish necessary authorization documents along with specimen
signatures of authorised signatories.
22. All documents/remittances sent by or to the Public Shareholders will be at their own risk. The Public Shareholders are
advised to adequately safeguard their interests in this regard. Equity Shares to the extent not accepted will be credited back
to the beneficial owners’ depository account with the respective depository participant as per the details furnished by the
beneficial owner in the Form of Acceptance-cum-Acknowledgement.
23. Neither the Acquirers, the Manager to the Offer, the Registrar to the Offer nor the Target Company will be liable for any
delay/loss in transit resulting in delayed receipt/non-receipt by the Registrar to the Offer of your Form of Acceptance-cum-
Acknowledgement or for the failure to deposit the Equity Shares to the Open Offer Escrow Demat Account or for any other
reason.
24. The Form of Acceptance-cum-Acknowledgement and other related documents should be submitted at the registered office
of Skyline Financial Services Private Limited as mentioned below.
25. The Form of Acceptance-cum-Acknowledgement along with enclosures should be sent only to the Registrar to the Offer
either by registered post or courier or hand delivery so as to reach the Registrar of the Offer on or before the date of closure
of the Tendering Period at its registered office on all Working Days (excluding Saturdays, Sundays and Public holidays)
during the business hours. For hand delivery, the timings will be all Working Days anytime between Monday to Friday
10:00 a.m. to 5:00 p.m., except public holidays.
26. The Public Shareholders should provide all relevant documents which are necessary to ensure transferability of the Equity
Shares in respect of which the acceptance is being sent.
27. In case the Acquirers are of the view that the information/documents provided by the Public Shareholder is inaccurate or
incomplete or insufficient, then tax may be deducted at source at the applicable rate on the entire consideration paid to the
Public Shareholders.
28. Payment of Consideration: Public Shareholders must note that on the basis of name of the Public Shareholders, Depository
Participant’s name, DP ID, beneficiary account number provided by them in the Form of Acceptance-cum-
Acknowledgement, the Registrar to the Offer will obtain from the Depositories, the Public Shareholder’s details including
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address, bank account and branch details. These bank account details will be used to make payment to the Public
Shareholders. Hence, the Public Shareholders are advised to immediately update their bank account details as appearing on
the records of the Depository Participant. Please note that failure to do so could result in delays of payment or electronic
transfer of funds, as applicable, and any such delay shall be at the Public Shareholders sole risk and neither the Acquirer,
the Manager to the Offer, Registrar to the Offer nor the Escrow Agent shall be liable to compensate the Public Shareholders
for any loss caused to the Public Shareholders due to any such delay or liable to pay any interest for such delay.
The tax deducted under this Open Offer is not the final liability of the Public Shareholders or in no way discharges the
obligation of Public Shareholders to disclose the consideration received pursuant to this Open Offer in their respective tax
returns.
The Public Shareholders are advised to consult their tax advisors for the treatment that may be given by their respective
assessing officers in their case, and the appropriate course of action that they should take. The Acquirers and the Manager
to the Offer do not accept any responsibility for the accuracy or otherwise of such advice. The tax rates and other provisions
may undergo changes.
Applicants may send their documents only by registered post/courier, at their own risk, to the registered office of the
Registrar so as to reach the Registrar to the Offer on or before the last date of acceptance, i.e., Monday, July 14, 2025.
ELIGIBLE PUBLIC SHAREHOLDERS ARE REQUESTED TO NOTE THAT THE FORM OF ACCEPTANCE-
CUM-ACKNOWLEDGEMENT/EQUITY SHARES THAT ARE RECEIVED BY THE REGISTRAR AFTER
THE CLOSE OF THE TENDERING PERIOD OF THE OPEN OFFER, I.E., MONDAY, JULY 14, 2025, SHALL
NOT BE ACCEPTED UNDER ANY CIRCUMSTANCES AND HENCE ARE LIABLE TO BE REJECTED.
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FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
(Public Shareholders holding shares in physical form have to send this form with enclosures to Skyline Financial Services Private Limited
at any of the collection centres mentioned in the Letter of Offer)
Public Shareholders holding shares in demat form are not required to submit the Form of Acceptance-cum- Acknowledgment to the
Registrar.
From: ______________________________________________________
Folio Number: _______________________________________________
Name: ______________________________________________________
Address: ____________________________________________________
____________________________________________________________
Contact Number: _____________________________________________
Fax Number: _________________________________________________
E-mail Address: ______________________________________________
To,
The Acquirers
C/o Skyline Financial Services Private Limited
Unit: NVENTURES – Open Offer
D-153A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi - 110020,
India
Date: ________________________________________
TENDERING PERIOD FOR THIS OFFER
Offer Opens
on TUESDAY, JULY 01, 2025
Offer Closes
on MONDAY, JULY 14, 2025
Dear Sir/Ma’am,
Subject: Open Offer made by Mrs. Nila Biswakarma (Acquirer 1) along with Mr. Samad Ahmed Khan (Acquirer 2), for acquisition
of up to 12,14,200 Offer Shares representing 26.00% of the Voting Share Capital of Nanavati Ventures Limited, the Target Company,
from its Public Shareholders.
I/We refer to the Letter of Offer dated Saturday, June 21, 2025, for acquiring the Equity Shares, held by us in Nanavati Ventures Limited.
I/We, the undersigned have read the Public Announcement, the Detailed Public Statement, Letter of Offer and the Offer opening public
announcement cum corrigendum and understood its contents including the terms and conditions, and unconditionally accept these terms and
conditions as mentioned therein.
EQUITY SHARES HELD IN PHYSICAL FORM
The particulars of tendered original share certificate(s) and duly signed transfer deed(s) are detailed below:
Sr. No. Ledger folio No. Certificate No. Distinctive No. No. of Equity Shares From To
Number of Equity Shares
(In case of insufficient space, please use an additional sheet and authenticate the same)
I/We note and understand that the original Equity Share certificate(s) and valid share transfer deed(s) will be held in trust for me/us by the
Registrar until the time the Acquirers pay the purchase consideration as mentioned in the Letter of Offer.
I/We also note and understand that the Acquirers will pay the purchase consideration only after verification of the documents and signatures.
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Enclosures (please provide the following and √ whichever is applicable):
i. Original Equity Share certificates.
ii. Valid share transfer deed(s) duly filled, stamped, and signed by the transferor(s) (i.e., by all registered shareholder(s) in the same order
and as per specimen signatures registered with the Target Company), and duly witnessed at the appropriate place.
iii. Form of Acceptance (FOA) – signed by sole/joint shareholders whose name(s) appears on the share certificate(s) and in the same order
and as per the specimen signature lodged with the Target Company.
iv. Photocopy of Transaction Registration Slip (TRS) Self attested copy of PAN card of all the transferor(s).
v. Self-attested copy of the address proof consisting of any one of the following documents: valid Aadhar card, voter identity card, passport
or driving license.
vi. Any other relevant document (but not limited to) such as Power of Attorney (if any person apart from the Shareholder has signed the
FOA), corporate authorization (including board resolution/specimen signature), notarized copy of death certificate, and succession
certificate or probated will, if the original shareholder has deceased, etc., as applicable. Shareholders of the Target Company holding
physical Equity Shares should note that Physical Equity Shares will not be accepted unless the complete set of documents are submitted.
FOR ALL PUBLIC SHAREHOLDERS (HOLDING EQUITY SHARES IN DEMAT OR PHYSICAL FORM)
I/We confirm that the Equity Shares which are being tendered herewith by me/us under this Offer, are free from liens, charges, equitable
interests, and encumbrances and are being tendered together with all rights attached thereto, including all rights to dividends, bonuses and
rights offers, if any, declared hereafter and that I/we have obtained any necessary consents to sell the equity shares on the foregoing basis.
I/We declare that there are no restraints/injunctions or other order(s) of any nature which limits/restricts in any manner my/our right to
tender equity shares for Offer and that I/we am/are legally entitled to tender the equity shares for Offer.
I/We declare that regulatory approvals, if applicable, for holding the Equity Shares and/or for tendering the Equity Shares in this Offer
have been enclosed herewith.
I/We agree that the Acquirers will pay the consideration as per secondary market mechanism only after verification of the certificates,
documents, and signatures, as applicable submitted along with this Form of Acceptance.
I/We undertake to return to the Acquirers any Offer consideration that may be wrongfully received by me/us.
I/We give my/our consent to file form FCTRS, if applicable, on my/our behalf.
I/We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to
my/our tender/offer and agree to abide by any decision that may be taken by the Acquirers to effect this Offer in accordance with the SEBI
(SAST) Regulations.
I /We am/are not debarred from dealing in Equity Shares.
I /We authorize the Acquirers to accept the Equity Shares so offered or such lesser number of Equity Shares which they may decide to
accept in consultation with the Manager and the Registrar and in terms of the Letter of Offer and I/we further authorize the Acquirers to
return to me/us in the demat account/share certificate(s) in respect of which the Offer is not found valid/not accepted without specifying
the reasons thereof.
I/We further agree to receive a single share certificate for the unaccepted Equity Shares in physical form.
In case of demat shareholders, I /We note and understand that the Equity Shares would be kept in the pool account of my/our broker and
the lien will be marked by Clearing Corporation until the Settlement Date whereby the Acquirers make payment of purchase consideration
as mentioned in the Letter of Offer.
In case of physical shareholders, I/We note and understand that the shares/ Original Share Certificate(s) and Transfer Deed(s) will be held
by the Registrar in trust for me/us till the date the Acquirers make payment of consideration as mentioned in the Letter of Offer or the date
by which Original Share Certificate(s), Transfer Deed(s) and other documents are returned to the shareholders, as the case may be.
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I /We confirm that there are no taxes or other claims pending against us which may affect the legality of the transfer of Equity Shares
under the Income Tax Act, 1961.
I/We confirm that in the event of any income tax demand (including interest, penalty, etc.) arising from any misrepresentation, inaccuracy,
or omission of information provided/to be provided by me/us, I/we will indemnify the Acquirers for such income tax demand (including
interest, penalty, etc.) and provide the Acquirers with all information/documents that may be necessary and co-operate in any proceedings
before any income tax/appellate authority.
FOR NRIS/OCBS/ FIIS AND SUB-ACCOUNTS/OTHER NON-RESIDENT SHAREHOLDERS
I/We confirm that my/our status is (√ whichever is applicable):
Individual Domestic Company Foreign Company FIIs / FPIs-Corporate FIIs / FPIs-Others
QFI FVCI Partnership/ Proprietorship/ LLP Private Equity Fund/ AIF Pension/ Provident Fund
Soverign Wealth Fund Foreign Trust Financial Institution NRIs/ PIOs-repatriable NRIs/ PIOs-non-repatriable
Insurance Company OCB Domestic Trust Banks Association of person/ body of individuals
Others (Please Specify):
I/We confirm that my/our investment status is (√ whichever is applicable): FDI Route / PIS Route / Any Other (Please Specify):
I/We confirm that the Equity Shares tendered by me/us are held on (√ whichever is applicable): Repatriable basis / Non-repatriable basis
I/We confirm that (√ whichever is applicable):
No RBI, FIPB or other regulatory approval was required by me for holding Equity Shares that have been tendered in this Offer and the
Equity Shares are held under general permission of the Reserve Bank of India. The copies of all approvals required by me for holding
Equity Shares that have been tendered in this Offer are enclosed herewith Copy of RBI Registration letter taking on record the allotment
of shares to me/us is enclosed herewith.
I/We confirm that (√ whichever is applicable):
No RBI, FIPB or other regulatory approval is required by me for tendering the equity shares in this Offer.
Copies of all approvals required by me for tendering Equity Shares in this Offer are enclosed herewith.
In case of shareholders holding Equity Shares in demat form, the bank account details for the purpose of interest payment, if any, will be
taken from the record of the Depositories.
In case of interest payments, if any, by the Acquirers for delay in payment of Offer consideration or a part thereof, the Acquirers will
deduct taxes at source at the applicable rates as per the Income Tax Act, 1961.
BANK DETAILS
Eligible Public Shareholders holding Equity Shares in dematerialised form, the bank account details for the purpose of interest payment,
if any, will be taken from the record of the depositories.
Eligible Public Shareholders holding Equity Shares in physical form, the bank account details for the purpose of interest payment, if any,
will be taken from details provided by you. Also kindly attached copy of cancel cheque for below account for verification
Name of the Bank _________________________Branch ________________________City _______________
MICR Code (9 Account Number (CBS Account): Digits) __________________________IFSC_____________
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Account Number (CBS Account): ____________________Account Type (CA / SB / NRE /NRO / others) (please specify):
Non Resident Eligible Public Shareholders are requested to state their NRO / NRE Bank Account Number as applicable based on the
status of their account in which they hold Physical Equity Shares.
Yours faithfully,
Signed and Delivered:
Particulars Full Names(s) of the holders Address and Telephone Number Signature PAN
First/ Sole Holder
Joint Holder 1
Joint Holder 2
Note: In case of joint holdings, all holders must sign. In case of body corporate, the rubber stamp should be affixed, and necessary board
resolution must be attached.
Place:
Date:
INSTRUCTIONS
1. The Form of Acceptance cum Acknowledgement should be legible and filled-up in English only.
2. All queries pertaining to this Offer may be directed to the Registrar to the Offer.
3. Please read the enclosed Letter of Offer carefully before filling-up this Form of Acceptance cum Acknowledgement.
4. Signature(s) other than in English, Hindi, and thumb impressions must be attested by a Notary Public under his Official Seal.
5. In case of Equity Shares held in joint names, names should be filled in the same order in this form as the order in which they hold the
Equity Shares and should be duly witnessed. This order cannot be changed or altered nor can any new name be added for the purpose
of accepting this Offer.
6. If the Equity Shares are rejected for any reason, the Equity Shares will be returned to the sole/first named Eligible Public Shareholder(s)
along with all the documents received at the time of submission.
7. All Eligible Public Shareholders should provide all relevant documents, which are necessary to ensure transferability of the Offer Shares
in respect of which the acceptance is being sent. All documents/remittances sent by or to the Eligible Public Shareholders will be at
their own risk. Eligible Public Shareholders are advised to adequately safeguard their interests in this regard.
8. In case any person has submitted Equity Shares in physical mode for dematerialisation, such Eligible Public Shareholders should ensure
that the process of getting the Equity Shares dematerialised is completed well in time so that they can participate in the Open Offer
before close of Tendering Period.
9. The Procedure for Acceptance and Settlement of this Offer has been mentioned in the Letter of Offer at Section 8.
10. The Letter of Offer along with the Form of Acceptance is being dispatched/ sent through electronic mail to all the Eligible Public
Shareholders as of the Identified Date. In case of non-receipt of the Letter of Offer, such shareholders of the Target Company may
download the same from the SEBI website (www.sebi.gov.in) or obtain a copy of the same from the Registrar to the Offer on providing
suitable documentary evidence of holding of the Equity Shares.
11. The Form of Acceptance or Transaction Registration Slip (TRS) is not required to be submitted to the Acquirers, Manager to the Offer
or the Registrar to the Offer. Eligible Public Shareholders holding shares in demat mode are not required to fill any Form of Acceptance-
cum-Acknowledgment unless required by their respective selling broker. Equity Shares under lock-in will be required to fill the
respective Forms of Acceptance-cum-Acknowledgment.
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12. After the receipt of the demat Equity Shares by the Clearing Corporation and a valid bid in the exchange bidding system, the Offer shall
be deemed to have been accepted for the Eligible Public Shareholders holding Equity Shares in demat form. Interest payment, if any:
In case of interest payments by the Acquirers for delay in payment of Offer consideration or a part thereof, the Acquirers will deduct
taxes at source at the applicable rates as per the Income Tax Act.
13. If non-resident Eligible Public Shareholders had required any approval from the RBI or any other regulatory body in respect of the Offer
Shares held by them, they will be required to submit such previous approvals that they would have obtained for holding the Offer Shares,
to tender the Offer Shares held by them pursuant to this Open Offer. Further, non-resident Eligible Public Shareholders must obtain all
approvals required, if any, to tender the Offer Shares in this Open Offer (including without limitation, the approval from the RBI) and
submit such approvals, along with the other documents required in terms of the LOF, and provide such other consents, documents and
confirmations as may be required to enable the Acquirers to purchase the Offer Shares so tendered. In the event any such approvals are
not submitted, the Acquirers reserve the right to reject such Offer Shares tendered in this Open Offer. If the Offer Shares are held under
general permission of the RBI, the non-resident Eligible Public Shareholder should state that the Offer Shares are held under general
permission and whether they are held on repatriable basis or non-repatriable basis.
14. Mode of tendering the Equity Shares pursuant to the Offer:
a. The acceptance of the Offer made by the Acquirers is entirely at the discretion of the equity shareholder of Nanavati Ventures Limited.
b. The Public Shareholders of Nanavati Ventures Limited to whom this Offer is being made, are free to Offer his / her / their shareholding
in Nanavati Ventures Limited for sale to the Acquirers in whole or part, while tendering his / her / their Equity Shares in the Offer.
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ACKNOWLEDGEMENT SLIP
Subject: Open Offer made by M/S U G Patwardhan Services Private Limited (Acquirer 1), Mrs. Nila Biswakarma (Acquirer 2), M/S
Agri One India Ventures LLP (Acquirer 3), and Mr. Samad Ahmed Khan (Acquirer 2) (Acquirer), for acquisition of up to 12,14,200
Offer Shares representing 26.00% of the Voting Share Capital of Nanavati Ventures Limited, the Target Company, from its Public
Shareholders.
FOR PHYSICAL EQUITY SHARES
Received from Mr./Ms./Mrs./M/s. _______________________________________________________________________________
I / We, holding Equity Shares in the physical form, accept the Offer and enclose duly filled signed and or stamped the original share
certificate(s), transfer deed(s) and Form of Acceptance in ‘market’ mode, duly acknowledged by me/us in respect of my Equity Shares as
detailed below:
Sr. No Folio No. Certificate No. Distinctive No. No. of Equity Shares From To
Total Number of Equity Shares
FOR DEMAT EQUITY SHARES
Received from Mr./Ms./Mrs./M/s. _______________________________________________________________________________
I / We, holding Equity Shares in the dematerialized form, accept the Offer and enclose the photocopy of the Delivery Instruction in ‘market’
mode, duly acknowledged by my/our Depository Participant in respect of my shares as detailed below:
DP Name DP ID Client ID Name of Beneficiary No. of Equity Shares
Stamp of Collection Centre Signature of Official Date of Receipt
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Note: All future correspondence, if any, should be addressed to the Registrar at the address mentioned above.
Skyline Financial Services Private Limited
Unit: NVENTURES – Open Offer
D-153A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi- 110 020, India
Contact Number: 011-40450193-197
Email Address: ipo@skylinerta.com; grievances@skylinerta.com
Website: www.skylinerta.com
Contact Person: Mr. Virender Rana
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FORM NO. SH-4 SECURITIES TRANSFER FORM
[Pursuant to section 56 of the Companies Act, 2013 and Rule 11 (1) of the Companies (Share Capital and Debentures) Rules, 2014]
Date of Execution:.../........./.............
FOR THE CONSIDERATION stated below the ‘Transferor(s)’ named do hereby transfer to the ‘Transferee(s)’ named the securities
specified below subject to the conditions on which the said securities are now held by the Transferor(s) and the Transferee(s) do here by
agree to accept and hold the said securities subject to the conditions aforesaid
CIN: L 5 1 1 0 9 G J 2 0 1 0 P L C 0 6 1 9 3 6
Name of the Company (in full): Nanavati Ventures Limited
Name of the Stock Exchange where the Company is listed, if any: BSE Limited
Description of Securities
Kind/Class of Nominal value of each unit of Amount called up per unit of Amount paid up per unit of
Equity Share ₹10.00/- ₹10.00/- ₹10.00/-
No. of Securities being Transferred Consideration Received (INR)
In Figures In Words In words In figures
Distinctive Number From To
Corresponding Certificate Nos.
Transferor’s Particulars
Registered Folio Number:
Name(s) in full
1. _________________________________
2.____________________________
3.____________________________
PAN
1.____________________________
2.____________________________
3.____________________________
Signature(s)
1.____________________________
2.____________________________
3.____________________________
Attestation:
I hereby confirm that the transferor has signed before me.
Signature of the witness: _________________________________________________________________________________
Name of the witness: ____________________________________________________________________________________
Address of the witness: __________________________________________________________________________________
_____________________________________________________________________________________________________
Pin Code: _____________________________________________________________________________
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Transferee’s Particulars:
Name in full (1) Father’s /Mother’s/ Spouse name Address, phone no. and Email Address
Address:
Contact Number:
Email Address:
Occupation (4) Existing folio no., if any (5) Signature (6)
Business
Folio No. of Transferee Specimen Signature of Transferee(s)
1._______________________________________________________
2._______________________________________________________
3._______________________________________________________
Value of Stamp Affixed:________________________________________________________________________________________
Declaration:
(1) Transferee is not required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules,
2019 prior to transfer of shares; or
(2) Transferee is required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019
prior to transfer of shares and the same has been obtained and is enclosed herewith.
Stamps
Enclosures:
1. Certificate of Equity Shares or debentures or other securities
2. If no certificate is issued, letter of allotment
3. Copy of PAN CARD of all the Transferees (For all listed Cos)
4. Other, Specify, ______________________________________________________
For office use only
Checked by___________________________________________________________
Signature tallied by ____________________________________________________
Entered in the Register of Transfer on ____________________________vide Transfer No._______________
Approval Date________________________________________________________
Power of attorney /Probate/ Death Certificate/ Letter of administration Registered on _________________at No.________
On the reverse page of the certificate
Name of Transferor Name of
Transferee
No. of Equity
Shares
Date of Transfer
Signature of authorized
signatoryssss
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