Octaware Technologies Limited has become the target of an open offer by Walking Tree Technologies Private Limited, which aims to acquire up to 26.02% stake in the IT solutions provider. This move could significantly alter the ownership structure of Octaware Technologies.

Key Details of the Open Offer

• Walking Tree Technologies aims to acquire up to 9,34,400 equity shares, representing 26.02% of the voting share capital of Octaware Technologies.
• The offer price is set at ₹30.00 per share, payable in cash.
• The total consideration for the open offer amounts to ₹2.80 crore.
• The tendering period is scheduled from October 8-23, 2025.

Background of the Acquisition

The open offer follows a share purchase agreement where Walking Tree Technologies will acquire a 34.76% stake (12,48,000 shares) from Octaware's promoter, Mohammed Aslam Qudratullah Khan, at ₹25.00 per share. This initial acquisition triggered the mandatory open offer under SEBI regulations.

Current Shareholding and Post-Offer Scenario

• Walking Tree Technologies currently holds an 11.14% stake (4,00,000 shares) in Octaware Technologies.
• Post the share purchase agreement and assuming full acceptance of the open offer, Walking Tree Technologies could potentially hold up to 71.92% of Octaware's voting share capital.

Financial Arrangements

Walking Tree Technologies has made firm financial arrangements for the implementation of the offer, depositing ₹1.00 crore in an escrow account with Yes Bank Limited.

Implications for Octaware Technologies

Upon completion of the acquisition, Walking Tree Technologies is set to become a joint promoter of Octaware Technologies, potentially exercising joint control over the company's management and affairs alongside existing promoters.

Rationale for the Acquisition

The acquisition aligns with Walking Tree Technologies' strategy to strengthen its position in the IT sector. The company aims to leverage its experience and expertise to revive and grow Octaware Technologies' business performance.

Market Impact

The offer price of ₹30.00 per share represents a premium over the current market price, which could potentially benefit the public shareholders of Octaware Technologies.

Shareholders of Octaware Technologies are advised to carefully consider the offer details and seek independent financial advice before making a decision on tendering their shares.

As the IT sector continues to evolve rapidly, this acquisition could potentially create synergies and enhance the competitive position of both companies in the market.

Two directors of Octaware Technologies have significantly reduced their shareholdings through on-market transactions on August 5, 2025. The company, known for its software solutions, saw a combined sale of 400,000 equity shares by its Whole-time Director and Whole-time Director & CFO.

Key Transaction Details

Mohammed Siraj Moinuddin Gunwan, Whole-time Director of Octaware Technologies, sold 288,000 shares at ₹25.46 per share. This transaction resulted in a substantial reduction of his stake in the company:

• Pre-sale holding: 323,057 shares (9.00% of total share capital)
• Post-sale holding: 33,057 shares (0.98% of total share capital)

Shahnawaz Aijazuddin Shaikh, serving as Whole-time Director and CFO, disposed of 112,000 shares at the same price of ₹25.46. His shareholding changes are as follows:

• Pre-sale holding: 475,348 shares (13.24% of total share capital)
• Post-sale holding: 363,348 shares (10.12% of total share capital)

Impact on Shareholding Structure

The transactions have led to a notable shift in the ownership structure of Octaware Technologies:

Despite these significant share disposals, the company's total equity share capital remains unchanged at ₹3.59 crore, consisting of 35,90,570 equity shares with a face value of ₹10 each.

Regulatory Compliance

In compliance with SEBI regulations, specifically Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, both directors have submitted the required disclosures to the BSE Limited and the company's board of directors. These disclosures, dated August 6, 2025, provide detailed information about the transactions and the resulting changes in shareholding.

The on-market nature of these transactions and the timely disclosures underscore the company's commitment to transparency and adherence to regulatory requirements. Investors and market observers may want to note these changes in the company's insider ownership structure, as they could potentially influence market perception and future trading patterns of Octaware Technologies' shares.