Grameva Limited (formerly known as Bangalore Fort Farms Limited) is set to witness a significant ownership change as Mrs. Maneesha Singh and her associates have announced a mandatory open offer to acquire a substantial stake in the company. The comprehensive offer targets 26% of the company's equity shares at a premium price of Rs 30 per share.

Open Offer Details

The acquirers - Mrs. Maneesha Singh (Acquirer I), Jagsakti Merchandise Private Limited (Acquirer II), and Ros Advisory Private Limited (Acquirer III) - are collectively making this mandatory open offer under Regulations 3(1) and 4 of the SEBI (SAST) Regulations. The offer encompasses the acquisition of up to 12,47,844 fully paid-up equity shares of face value Rs 10 each.

Independent Directors' Recommendation

The Committee of Independent Directors (IDC) of Grameva Limited has submitted its recommendations regarding the open offer. The committee, comprising Rajat Sharma (Chairman), Nimisha (Member), and Pranay Sanjiv Tandon (Member), has deemed the open offer fair and reasonable.

The IDC's recommendation is based on several factors including the offer price being higher than the fair value of Rs 26.21 per share as determined by registered valuer Mr. Hansraj Jaria, and exceeding the negotiated price of Rs 28 per share paid by Acquirer I pursuant to the Share Purchase Agreement.

Tendering Period and Process

The tendering period for this open offer has been scheduled to commence on Wednesday, April 1, 2026, and will conclude on Thursday, April 16, 2026. All public shareholders of Grameva Limited, except the existing promoter and the acquirers, are eligible to participate in this offer.

The offer will be implemented through the stock exchange mechanism, with BSE Limited serving as the designated stock exchange for tendering shares. Nikunj Stock Brokers Limited has been appointed as the buying broker for the open offer.

Background and Rationale

This open offer stems from multiple triggering events under SEBI regulations. The primary trigger is Mrs. Maneesha Singh's Share Purchase Agreement with Genesis Trade-Links Private Limited (the outgoing promoter) to acquire 15,95,693 equity shares representing 33.25% of the total paid-up equity and voting share capital at Rs 28 per share.

Additionally, the offer aims to regularize previous non-compliance by Acquirer II and Acquirer III, who had triggered an open offer obligation through a preferential allotment but failed to make the required open offer at that time.

Financial Arrangements and Compliance

The acquirers have demonstrated adequate financial resources for the transaction. Mrs. Maneesha Singh's net worth stands at Rs 89,56,96,031.45. The acquirers have established escrow arrangements with ICICI Bank Limited, depositing Rs 93,60,000 (more than 25% of the offer amount) in the designated escrow account.

Post-Offer Shareholding Structure

Upon successful completion of the offer, assuming full acceptance, the acquirers will collectively hold 38,27,875 equity shares, representing 79.76% of the total paid-up equity and voting share capital. This will result in a change of management and control, with the acquirers becoming the new promoters of Grameva Limited.

The offer represents a significant corporate development for Grameva Limited, which is engaged in the business of jute and agro products, including processing, trading, and allied activities. The company also deals in metal handicrafts and import-export of merchandise.

Grameva Limited (formerly known as Bangalore Fort Farms Limited) announced the formal approval of its unaudited financial results for the third quarter of fiscal year 2026, demonstrating continued commitment to regulatory compliance and transparent corporate governance.

Board Meeting Details and Approvals

The Board of Directors convened on February 14, 2026, to address critical financial and regulatory matters. The meeting was conducted in strict compliance with SEBI regulations, specifically Regulation 30 and 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Financial Results and Audit Committee Review

The Board approved the unaudited financial results for the quarter and nine months ended December 31, 2025, following comprehensive review by the Audit Committee. The financial statements were prepared in accordance with Regulation 33 of the SEBI regulations and include a Limited Review Report from the company's auditors.

The Board has authorized the publication of these financial results in newspapers and on stock exchanges, ensuring full transparency with stakeholders and the investing public. This publication approval aligns with the company's commitment to maintaining open communication with shareholders and regulatory bodies.

Corporate Governance and Policy Updates

Significantly, the Board approved the adoption of revised policies pursuant to the company's name change from Bangalore Fort Farms Limited to Grameva Limited. This policy revision reflects the company's strategic transformation and ensures all corporate governance frameworks align with the new corporate identity.

Trading Window and Compliance Measures

The company has implemented appropriate trading window measures for the quarter ending December 31, 2025. The Board duly noted the trading window closure and considered the reopening date accordingly, ensuring strict compliance with insider trading regulations and maintaining market integrity.

The meeting proceedings were officially documented and signed by Milan Bhatia, Company Secretary & Compliance Officer (Mem. No. A34850), confirming adherence to proper corporate governance protocols throughout the decision-making process.