N2N Technologies Ltd
📋 Open Offer for N2N Technologies Ltd: Key Details at ₹4.30/Share
- Capital gains tax on equity shares depends on holding period: less than or equal to 12 months is short-term capital gain (STCG), more than 12 months is long-term capital gain (LTCG)
- Off-market transactions in the open offer are not subject to Securities Transaction Tax (STT)
- LTCG tax rates vary by shareholder type: 12.5% for non-residents (plus surcharge and cess), with no benefit of fair market value as of January 31, 2018
- STCG is taxed at normal income tax rates as per the Finance Act (plus surcharge and cess)
- Tax deduction at source (TDS) rules differ for resident and non-resident shareholders, with exemptions for FIIs/FPIs under Section 196D
- Investment Funds (Category I or II AIFs) and Mutual Funds may have specific tax exemptions under Sections 10(23FBA) and 10(23D)
- Shareholders must provide PAN or alternative documentation for non-residents, including Tax Residency Certificate (TRC)
- Minimum Alternate Tax (MAT) may apply to resident corporate shareholders not opting for concessional tax regimes
- Surcharge rates vary by income level and entity type, capped at 15% for capital gains under specific sections
- Health and Education Cess is levied at 4% on the sum of income tax and surcharge
- The Acquirer will acquire up to 1,291,228 Equity Shares, representing 40% of the expanded voting share capital of the Target Company.
- Shares tendered must be free from liens, charges, or encumbrances, unless accompanied by a 'no objection certificate' from lenders.
- Shares subject to litigation or restrictions from statutory authorities may be rejected if proper documentation is not provided.
- Public shareholders cannot withdraw acceptance once Equity Shares are tendered and accepted, as per SEBI SAST Regulations.
- The Offer Price and Offer Size have not been revised as of the date, but the Acquirer reserves the right to revise them upward by April 28, 2026.
- The marketable lot for Equity Shares is 1 share only.
- Eligible shareholders include those holding dematerialized or physical shares, with procedures detailed for each.
- Non-resident shareholders must obtain necessary approvals (e.g., from RBI) and submit them with their tender; failure may lead to rejection.
- Settlement will occur within 10 working days after the Tendering Period closes for validly tendered and accepted shares.
- The Offer is not a competing offer and complies with SEBI SAST Regulations, with BSE Limited as the designated stock exchange.
- Open offer by Harmony Remedies India Private Limited (Acquirer) and Persons Acting in Concert (PACs) to acquire up to 1,291,228 equity shares (40.00% of expanded voting capital) of N2N Technologies Limited at ₹4.30 per share.
- Offer price of ₹4.30 per share determined as per SEBI SAST Regulations, justified by valuation report due to infrequently traded shares.
- Total maximum consideration payable is ₹55,52,280.40, with ₹56,00,000 deposited in escrow to ensure payment obligations.
- Equity shares of N2N Technologies are currently suspended from trading due to non-payment of annual listing fees; revocation application filed with BSE.
- Outstanding SOP fines and penalties total ₹8,43,488 (including GST), with details provided for various regulatory non-compliances.
- Acquirer plans to acquire management control and diversify N2N Technologies into the pharmaceutical sector, with no immediate major changes to existing business.
- Post-offer, public shareholding may fall below 25% minimum; Acquirer commits to ensuring compliance with SEBI regulations.
- No statutory approvals required for the offer as of the date of the letter, but withdrawal rights exist if approvals are refused.
- Complaint from shareholder Nishant Upadhyay regarding commercial dealings with promoter Rahul Shah addressed; Manager to Offer denies allegations.
- Acquirer's financials show net worth of ₹209.71 lakhs as of September 30, 2025, with audited losses in initial periods but profit in recent quarters.
- Harmony Remedies India Private Limited, along with Mr. Firoze Nariman Kapadia (PAC-1) and Ms. Aditi Vipin Parikh (PAC-2), is making a mandatory open offer to acquire up to 1,291,228 equity shares (40% of expanded voting capital) of N2N Technologies Limited.
- The offer price is ₹4.30 per share, payable in cash, with a total maximum consideration of ₹55,52,280.40 if fully accepted.
- The open offer is scheduled to open on April 30, 2026, and close on May 14, 2026, with settlement expected by May 29, 2026.
- This offer is triggered by an Acquisition of Control Agreement dated October 27, 2025, and is made under SEBI Takeover Regulations (SEBI SAST Regulations, 2011).
- The offer is not conditional on minimum acceptance and has no competing offers as of the announcement date.
- SEBI provided its final observation on the Draft Letter of Offer on April 13, 2026, and the Letter of Offer is being dispatched to shareholders.
- If oversubscribed, acceptance will be on a proportionate basis, and shareholders may not have all their shares accepted.
- Post-offer, public shareholding may fall below the required 25%, and the acquirer will take steps to comply within 12 months.
- Key managers to the offer are Inga Ventures Private Limited (Manager) and MUFG Intime India Private Limited (Registrar).
- Risks include potential delays due to statutory approvals, market price fluctuations, and inability to trade tendered shares during the offer period.