Description

Walking Tree Technologies Private Limited launches open offer to acquire up to 26.02% stake in Octaware Technologies Limited at ₹30 per share.

Summary

Walking Tree Technologies Private Limited (Acquirer) has initiated 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 ₹30 per fully paid-up equity share of ₹10 face value. The offer is being made pursuant to Regulation 3(1) and Regulation 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Points

  • Acquirer: Walking Tree Technologies Private Limited, registered office at Unit 803, 8th Floor, Manjeera Trinity Corporate, Kukatpally, Hyderabad, Telangana-500072
  • Target Company: Octaware Technologies Limited, registered office at 204, Timmy Arcade, Makwana Rd, Marol, Mumbai, Maharashtra-400059
  • Offer Size: Up to 9,34,400 equity shares (26.02% of voting share capital)
  • Offer Price: ₹30 per equity share of face value ₹10 each, payable in cash
  • Manager to the Offer: Fintellectual Corporate Advisors Private Limited (SEBI Reg: INM000012944)
  • Registrar to the Offer: Bigshare Services Private Limited (SEBI Reg: INR000001385)
  • The offer is not conditional upon any minimum level of acceptance as per Regulation 19 of SEBI (SAST) Regulations
  • This is not a competing offer under Regulation 20 of SEBI (SAST) Regulations
  • No statutory approvals required as on the date of Letter of Offer

Regulatory Changes

This open offer is made in compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments. The acquirer can revise the offer price or offer size up to 1 working day prior to commencement of the tendering period, which must be announced in the same newspapers where the original Detailed Public Statement appeared.

Compliance Requirements

  • Public shareholders of Octaware Technologies Limited can participate in the open offer by tendering their shares
  • Shareholders who have recently sold shares should hand over the Letter of Offer and Form of Acceptance cum Acknowledgement to the stock exchange member through whom the sale was effected
  • Public Announcement and Detailed Public Statement are available on SEBI’s website (www.sebi.gov.in)
  • Draft Letter of Offer and Letter of Offer (including Form of Acceptance cum Acknowledgment) available on SEBI’s website

Important Dates

  • Tendering Period commencement: Thursday, November 27, 2025 (day after November 26, 2025)
  • Last date for upward revision in Offer Price/Offer Size: Wednesday, November 26, 2025 (1 working day prior to commencement of tendering period)

Impact Assessment

This open offer represents a significant corporate action that will result in substantial ownership change in Octaware Technologies Limited. The acquisition of up to 26.02% stake by Walking Tree Technologies Private Limited will likely impact the shareholding pattern and control structure of the target company. Shareholders have the opportunity to exit at ₹30 per share. The unconditional nature of the offer (no minimum acceptance threshold) provides certainty of payment for tendering shareholders. As no statutory approvals are currently required, the transaction timeline is expected to proceed smoothly unless competing offers emerge or regulatory requirements change.

Impact Justification

Major corporate action involving acquisition of 26.02% stake through open offer, directly impacting shareholders of Octaware Technologies Limited with significant ownership change implications