Description

Walking Tree Technologies Private Limited launches open offer to acquire up to 26.02% voting share capital of Octaware Technologies Limited at ₹30 per equity share.

Summary

Walking Tree Technologies Private Limited (Acquirer) has launched an open offer to acquire up to 9,34,400 equity shares representing 26.02% of the voting share capital of Octaware Technologies Limited at a price of ₹30 per fully paid-up equity share of face value ₹10 each. The offer is made pursuant to Regulation 3(1) and Regulation 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The offer is not conditional upon any minimum level of acceptance and is not a competing offer.

Key Points

  • Acquirer: Walking Tree Technologies Private Limited (Registered Office: Unit 803, 8th Floor, Manjeera Trinity Corporate, Kukatpally, Tirumalagiri, Hyderabad, Telangana-500072)
  • Target Company: Octaware Technologies Limited (Registered Office: 204, Timmy Arcade, Makwana Rd, Marol Off Kurla, Andheri Road, Mumbai, Maharashtra-400059)
  • Offer Size: Up to 9,34,400 equity shares (26.02% of voting share capital)
  • Offer Price: ₹30 per equity share (face value ₹10 each), payable in cash
  • Regulatory Framework: SEBI (SAST) Regulations, 2011
  • Offer Type: Not conditional on minimum acceptance; not a competing offer
  • Manager to the Offer: Fintellectual Corporate Advisors Private Limited (SEBI Reg. No.: INM000012944)
  • Registrar to the Offer: Bigshare Services Private Limited (SEBI Reg. No.: INR000001385)

Regulatory Changes

This open offer is made in compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, specifically under Regulation 3(1) and Regulation 4. No statutory approvals are required as on the date of the Letter of Offer. If any statutory approvals become applicable prior to completion, the offer would be subject to receipt of such approvals.

Compliance Requirements

  • For Shareholders: Public shareholders of Octaware Technologies Limited must review the Letter of Offer and accompanying Form of Acceptance cum Acknowledgement and Transfer Deed
  • For Recent Sellers: Shareholders who have recently sold their shares must hand over the Letter of Offer and accompanying forms to the Stock Exchange member through whom the sale was effected
  • Price Revision: Any upward revision in Offer Price/Offer Size by the Acquirer must be communicated up to 1 working day prior to commencement of Tendering Period (up to Wednesday, November 26, 2025)
  • Public Announcement: Any revision or withdrawal must be announced in the same newspapers where the original Detailed Public Statement appeared
  • Documentation: Public Announcement, Detailed Public Statement, Draft Letter of Offer, and Letter of Offer are available on SEBI’s website (www.sebi.gov.in)

Important Dates

  • Last Date for Price/Size Revision: Up to Wednesday, November 26, 2025 (1 working day prior to commencement of Tendering Period)
  • Tendering Period: Commences after November 26, 2025 (specific dates to be announced)

Impact Assessment

Market Impact: This is a significant corporate action involving acquisition of substantial stake (26.02%) in Octaware Technologies Limited. The open offer will provide an exit opportunity to public shareholders at ₹30 per share.

Shareholder Impact: High - Public shareholders have the option to tender their shares during the offer period. Any revised offer price would apply to all shares validly tendered during the entire Tendering Period.

Operational Impact: The acquisition could lead to change in management control and strategic direction of Octaware Technologies Limited, depending on the level of acceptance and existing shareholding pattern.

Regulatory Impact: The offer follows mandatory open offer requirements under SEBI SAST Regulations, ensuring fair treatment and exit opportunity for minority shareholders during substantial acquisition transactions.

Impact Justification

Major corporate action involving acquisition of 26.02% stake through open offer under SEBI SAST Regulations, requiring immediate shareholder attention and action during tendering period.