Grameva Limited (Erstwhile Bangalore Fort Farms Limited) has announced the opening of a special window for re-lodgement of transfer requests of physical shares, following regulatory guidelines issued by the Securities and Exchange Board of India (SEBI).

Regulatory Compliance and Notification

The company has informed the Bombay Stock Exchange Limited and Calcutta Stock Exchange Limited about the newspaper publication regarding the special window, pursuant to SEBI Circular No. HO/38/13/11(2)2026-MIRSD-POD/1/3750/2026 dated January 30, 2026. The notification was signed by Milan Bhatia, Company Secretary & Compliance Officer, on March 26, 2026.

Special Window Details and Timeline

The special window facilitates transfer and delisting of physical securities which were sold or purchased prior to April 01, 2019. This initiative also covers transfer requests that were previously submitted but were rejected, returned, or not attended to due to deficiencies in documents, processes, or other reasons.

Eligibility Criteria for Transfer Requests

The company has outlined specific eligibility criteria for shareholders seeking to utilize this special window:

Transfer Restrictions and Lock-in Provisions

Securities transferred through this special window will be subject to specific restrictions. All transferred securities must be credited to the transferee exclusively in demat mode, with no physical certificate option available. Additionally, these securities will remain under lock-in for one year from the date of registration of transfer, during which they cannot be transferred, lien marked, or pledged.

Documentation and Contact Information

Shareholders are encouraged to take advantage of this opportunity by furnishing necessary documents to the company's Registrar and Share Transfer Agent. Documents can be submitted to Cameo Corporate Services Ltd at Subramaniam Building, 1 Club House Road, Chennai - 600002, or via email at cs@grameva.in .

Public Awareness Campaign

The company has published advertisements in leading newspapers including Business Standard (English) and Arthik Lipi (Bengali) to ensure widespread awareness among shareholders. This public notification campaign demonstrates the company's commitment to keeping shareholders informed about important regulatory developments and opportunities for share transfer facilitation.

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.