Reliable Ventures India Ltd

Reliable Ventures India Limited: Trading window closed from 01.10.2026 till 48 hours after the declaration of Financial Results for the Quarter and Half Year ending 30.09.2026

Purpose

• Special business items cover MD appointment, independent director, multiple director appointments, office shift, and funding powers.

Resolutions

• Special: Appoint Sivanag Vasireddy as Whole Time Director for 3 years from 15-Jul-2026; Rs 1.75 Lakh/month.
• Special: Appoint Tirumalla Sai Navya as Independent Director for 5 years from 15-Jul-2026; not liable to rotation.
• Ordinary: Appoint Chennupati Sarath Kumar as Non-Executive Director; retire by rotation.
• Ordinary: Appoint Pradhip Kumar Gogula as Non-Executive Director; retire by rotation.
• Special: Shift registered office from Madhya Pradesh to Telangana; amend MOA accordingly.
• Special: Increase borrowing limit to Rs 100 Cr (Company) and Rs 200 Cr (Group).
• Special: Authorise creation of mortgages/charges to secure borrowings up to Rs 100 Cr/200 Cr.
• Special: Increase investments/loans/guarantees to Rs 200 Cr, subject to law limits.
• Special: Approve loans/guarantees/security for entities with director interest up to Rs 200 Cr.
• Special: Alter MOA objects by replacing Clause 3(a)/(3b) with revised clauses.

Voting status

• Voting outcomes not disclosed in the notice.

Shareholding/Control impact

• MD appointment and multiple director appointments may affect governance; no promoter stake changes disclosed.

Use of funds/Objects

• Funds usage not specified; resolutions include general borrowing/investment powers for corporate growth.

Management changes

• MD and four new director appointments; shift office; revised object clause.

AGM extension approval

• ROC Gwalior approved a 3-month extension to hold the AGM for FY2025-26.
• Original AGM due date was 30 September 2026; new date will be communicated after Board finalizes.
• Accounting year ended 31 March 2026; extension granted due to circumstances preventing timely AGM.
• Application SRN AC5874362 filed on 07/09/2026; ROC granted exemption.
• Extension provides up to three months; company advised to improve compliance.

Key Decisions

• Relocation of registered office from Madhya Pradesh to Telangana approved.
• Borrowing limits under section 180(1)(C) of the Companies Act, 2013 increased.
• Limits for investments/loans/guarantees increased.
• Permission to loan or guarantee entities in which directors are interested under section 185.
• Alteration of Object Clause of Memorandum of Association.
• Approval of EGM notice for October 14, 2026 at 11:00 AM via video conference.
• Appointment of M/s. Aakanksha Dubey & Co. as Scrutiniser for EGM.

Acquisition details

• Target: Reliable Ventures India Limited.
• Acquirer and PAC: Vasireddy Sivanag.
• Acquirer promoter group: Yes.
• Listed on: Bombay Stock Exchange.
• Pre-acquisition holding: NIL for voting, encumbrances, VR.
• Shares acquired: 600,000 shares, 5.45% of total voting capital.
• Mode: Off-market.
• Date: 02.09.2026.
• Post-acquisition holding: 600,000 shares, 5.45%.
• Equity share capital before/after: 1,10,12,900 shares (no change).
• Total diluted share capital after: 1,10,12,900 shares.
• Salient features: Not Applicable.

Acquisition details

• Target: Reliable Ventures India Limited.
• Acquirer: Chennupati Sarath Kumar; promoter group; PACs: none.
• Stock exchange: Bombay Stock Exchange.
• Pre-acquisition holding: NIL.
• Post-acquisition holding: 3,200,000 shares, 29.05% of total voting capital.
• Mode of acquisition: Off-market.
• Date of acquisition: 01 Sep 2026 and 02 Sep 2026.
• Equity share capital before/after: 11,012,900 shares.

Acquirer & promoter status

• Acquirer: Ancla Technologies Solutions India Private Limited; promoter group member: Yes.

Target & listing

• Target: Reliable Ventures India Limited; listed on Bombay Stock Exchange.

Acquisition details

• Shares acquired: 2,154,012 (19.56%) of voting/total capital.
• Mode: Off-market; dates: 01.09.2026, 02.09.2026, 04.09.2026 and 07.09.2026.

Pre/post holdings & capital

• Pre-acquisition holding: NIL for acquirer and PACs.
• Post-acquisition holding: 2,154,012 shares (19.56%).
• Equity/voting capital before/after: 1,10,12,900 shares; no change.

Salient features

• Salient features: Not Applicable.

Open offer details

• Post Offer Advertisement filed for 28,63,354 shares representing 26% of Reliable Ventures India Ltd.
• Acquirers: Chennupati Sarath Kumar; Vasireddy Sivanag; Ancla Technology Solutions India Private Limited.
• Offer price: ₹21 per equity share under SEBI SAST Regulations, 2011 (Regs 3(1) and 4).
• Manager to the Offer: Rarever Financial Advisors Private Limited.
• Target stake: 26% of paid-up equity share capital.
• Date of post-offer filing: 10 September 2026; Auth: Kruti Vyas.

Board decisions

• Approved standalone unaudited quarterly results for quarter ended 30 June 2026; Limited Review Report approved.

Governance changes

• Shiv Singh Raghuwanshi resigned as Company Secretary & Compliance Officer effective 14 August 2026.
• Sharvari Swapnil Shinde appointed as Company Secretary & Compliance Officer effective 14 August 2026.

Auditors & AGM

• Sandari Sandhya Rani appointed Internal Auditor for FY2026-27.
• M/s Aakanksha Dubey & Co appointed Secretarial Auditors for 2026-27 to 2030-31, subject to shareholders' approval.
• Notice of 34th AGM and Directors' Report for FY2025-26; ED authorised to fix AGM date and venue.

Open Offer Overview

• Acquirers: Chennupati Sarath Kumar; Vasireddy Sivanag; Ancla Technology Solutions India Private Limited.
• Target: Reliable Ventures India Limited.
• Trigger: Open offer under SEBI SAST for substantial acquisition of 26%.

Offer Details

• Shares to acquire: 2,863,354 equity shares (26.00% of total capital).
• Offer price: ₹21 per share; total consideration ₹60,130,434.
• Payment mode: cash.
• Offer type: Open offer; not a competing offer.

Transaction Background

• Key triggering transactions: Draft LOF submitted June 16, 2026; SEBI observations July 29, 2026.
• Board appointments: Acquirers’ nominees appointed to Target Board on July 15, 2026.
• Escrow: ₹60,130,434 deposited; 100% of offer consideration.

Post-Offer Impact

• Post-offer planned shareholding: 26% of target's equity and voting capital.
• Board changes: Acquirers' nominees on the board.
• Delisting/intention to alter business: No explicit delisting or strategy change disclosed.

Timeline & Process

• Offer opens on 14 Aug 2026; closes on 28 Aug 2026.
• Identified Date: 31 Jul 2026.
• Eligibility: Public shareholders as on Identified Date may tender.
• Tendering: Demat via selling broker; physical via seller broker; acquisition window via stock exchanges.

Independent Directors' Recommendation

• IDC recommends the offer price as fair and reasonable.

Other Material Information

• Statutory approvals: None required as of date.
• Offer implementation: Through Stock Exchange Acquisition Window.
• Documents: LOF/DPS available on SEBI, Target, Manager, Registrar, and BSE websites.