Reliable Ventures India Ltd

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.

IDC Recommendation

• IDC recommends the Open Offer for up to 28,63,354 equity shares at ₹21 each.
• Offer size represents 26% of fully paid-up equity share capital and voting rights.
• Acquirers are Chennupati Sarath Kumar, Vasireddy Sivanag, and Ancla Technology Solutions India Pvt Ltd.
• Manager to the Offer is Rarever Financial Advisors Private Limited.
• IDC Members: Kaladharan P (Chairman) and Tirumalla Sai Navya (Member).
• IDC members have not traded Target shares since appointment.
• Recommendation deemed fair and reasonable under SEBI SAST; price ₹21 aligned with SEBI parameters.
• Documents reviewed include Public Announcement (02-Jun-2026), Detailed Public Statement (09-Jun-2026), LOF (04-Aug-2026).
• Shareholders are advised to independently evaluate the Open Offer.
• IDC voting on recommendations was unanimous; meeting on 11-Aug-2026.

Offer details

• Open offer to acquire up to 28,63,354 equity shares (26% voting) at ₹21 per share.
• Aggregate offer size equals ₹6,01,30,434 assuming full acceptance.
• Acquirers are Chennupati Sarath Kumar, Vasireddy Sivanag, and Ancla Technology Solutions India Pvt Ltd.
• Promoter sellers under SPA hold 59,55,815 shares, representing 54.08% of voting capital.
• Acquisition funding via escrow: ₹6,01,30,434 deposited with Axis Bank, 100% of offer.

Governance & ownership

• Post-completion, the Acquirers will hold 88,19,169 shares, about 80.08% of voting capital.
• Promoter group reclassification and transfer of control to Acquirers under the SPA.
• Acquirer board presence: nominees appointed to target board on 15 July 2026.

Timeline & approvals

• Offer opens 14 Aug 2026 and closes 28 Aug 2026; Identified Date 31 Jul 2026.
• No statutory approvals required at LOF date; approvals may apply before completion if triggered.

Director resignations and governance impact

• Ms. Sanober Bano, Director, resigns with effect from 15 July 2026 due to change in management.
• Mr. Guntupalli Siva Rama Krishna resigns as Independent Director from 15 July 2026 due to personal reasons.
• Mr. Gopinathan Panchena resigns as Independent Director from 15 July 2026 due to personal reasons.
• Krishna resigns from all Board committees, including Audit, Nomination and Remuneration, and Stakeholders Relationship Committees.
• Panchena resigns from all committees, including Audit, Nomination and Remuneration, and Stakeholders Relationship Committees.
• Regulatory filings with ROC and stock exchanges will follow.
• Mr. Guntupalli Siva Rama Krishna confirms no other material reasons beyond personal reasons.
• Gopinathan Panchena confirms no other material reasons beyond personal reasons.

Appointments

• Appointment of Sivanag Vasireddy as Additional Director and Managing Director for 3 years, subject to shareholder approval.
• Chennupati Sarath Kumar appointed as Additional Non-Executive Director.
• Pradhip Kumar Gogula appointed as Additional Non-Executive Director.
• Tirumalla Sai Navya appointed as Additional Independent Director for five years.

Resignations

• Resignation of Sikndar Hafiz Khan as Managing Director effective July 15, 2026.
• Resignation of Sanober Bano as Director.
• Resignation of Guntupalli Siva Rama Krishna as Independent Director.
• Resignation of Gopinathan Panchena as Independent Director.

Dematerialisation status

• Dematerialisation requests processed and confirmed/rejected to depositories; securities listed on the exchanges.
• Physical certificates received for dematerialisation mutilated and cancelled after verification; depository's name substituted as registered owner.

Meeting Details

• Board meeting scheduled for 26 May 2026 at 4:30 P.M.

Key Agenda Items

• Consider and take on record standalone financial results for quarter and 12 months ended 31 March 2026.
• Audit Committee to meet earlier the same day to review the financial results.

Other Notes

• No other material governance or financial items were disclosed in this chunk.

Financial Performance Q3 & 9M FY26

• Q3 revenue from operations was Rs 0.00 lakh, down from Rs 6.93 lakh in Q3 FY25
• Q3 total income was Rs 6.83 lakh, down 92% YoY from Rs 89.37 lakh
• Nine months total income was Rs 24.57 lakh, down 76% YoY from Rs 104.13 lakh
• Q3 loss before tax was Rs 13.71 lakh versus profit of Rs 41.85 lakh in Q3 FY25
• Nine months loss before tax was Rs 67.35 lakh versus profit of Rs 47.41 lakh YoY
• Q3 employee benefit expenses were Rs 0.28 lakh, down from Rs 15.00 lakh YoY
• Nine months employee expenses were Rs 2.35 lakh, down from Rs 44.59 lakh YoY
• Q3 depreciation was Rs 18.45 lakh, slightly lower than Rs 20.51 lakh YoY
• Nine months depreciation was Rs 55.35 lakh, down from Rs 60.84 lakh YoY
• Q3 other expenses were Rs 1.79 lakh, down from Rs 11.06 lakh YoY
• Nine months other expenses were Rs 33.97 lakh, down from Rs 44.14 lakh YoY
• Q3 net loss was Rs 13.71 lakh versus net profit of Rs 41.85 lakh YoY
• Nine months net loss was Rs 67.35 lakh versus net profit of Rs 47.11 lakh YoY
• Q3 basic EPS was Rs -0.05, diluted EPS was Rs 0.05
• Nine months basic EPS was Rs 0.41, diluted EPS was Rs 0.11

Segment and Reporting

• Company has one reportable segment: Hotel & Hospitality
• Results are standalone and unaudited for Q3 and nine months ended Dec 31, 2025
• Limited review by statutory auditors completed with no material misstatement