Official Gazette Notification Text
Official TranscriptPUBLIC ANNOUNCEMENT (“PA”) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION 4 READ WITH REGULATION 13, 14, AND 15 (1) OF SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENTS THEREOF FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF NATURA HUE-CHEM LIMITED (“TARGET COMPANY/TARGET”) CIN: L24117CT1995PLC009845 Registered...
PUBLIC ANNOUNCEMENT (“PA”) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION 4 READ WITH REGULATION 13, 14, AND 15 (1) OF SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENTS THEREOF FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF NATURA HUE-CHEM LIMITED (“TARGET COMPANY/TARGET”)
CIN: L24117CT1995PLC009845
Registered office: 408, Wallfort Ozone, Fafadih, Raipur, Chhattisgarh-492001;
Phone: 0771-4030947;
Email Id: naturahue@rediffmail.com;
Website: www.naturahuechem.com OPEN OFFER FOR ACQUISITION OF UPTO 10,77,778 (TEN LAKH SEVENTY SEVEN THOUSAND SEVEN HUNDRED SEVENTY EIGHT) FULLY PAID UP EQUITY SHARES OF FACE VALUE OF ₹10/- (RUPEES TEN ONLY) EACH, REPRESENTING 26% (TWENTY SIX PERCENT) OF THE VOTING EQUITY SHARE CAPITAL FROM THE PUBLIC SHAREHOLDERS (AS DEFINED BELOW) OF NATURA HUE-CHEM LIMITED (HEREINAFTER REFERRED TO AS “TARGET COMPANY” OR "TARGET") BY MRS. KANIKA CHAHAL (“ACQUIRER 1”) AND MR. ANUJ CHAHAL (“ACQUIRER 2”) (HEREINAFTER COLLECTIVELY REFERRED TO AS “ACQUIRERS”) PURSUANT TO AND IN ACCORDANCE WITH REGULATION 4 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED (“SEBI (SAST) REGULATIONS”) This Public Announcement (“PA”/“Public announcement”) is being issued by Fintellectual Corporate Advisors Private Limited (“Manager to the Offer” or “FCAPL”) for and on behalf of Acquirers to the Public Shareholders of Target Company (“Public Shareholders”) pursuant to, and in compliance with, Regulation 4 read with Regulation 13, 14, 15(1) and other applicable provisions of the SEBI (SAST) Regulations.
For this Public Announcement, the following terms shall have the meaning assigned
to them as below:
Definitions & Particulars Abbreviations Acquirer 1 Mrs. Kanika Chahal, daughter of Mohinder Pal Malik, aged 46 years, Indian Inhabitant having PAN:
ARNPK2795C, under the Income Tax Act, 1961 and residing at 2402 IIT Engineers Apartment, Plot No. 12, Sector-10 Dwarka, Dwarka Sec-6, Delhi-110075.
Acquirer 2 Mr. Anuj Chahal, son of Ram Kumar Verma, aged 48 years, Indian Inhabitant having PAN: ARNPK2790H, under the Income Tax Act, 1961 and residing at 2402 IIT Engineers Apartment, Plot No. 12, Sector-10 Dwarka, Dwarka Sec-6, Delhi-110075.
Acquirers Acquirer 1 and Acquirer 2 (collectively referred to as Acquirers).
Agreement The Share Purchase Agreement is hereinafter referred to as the Agreement.
Board The Board means the board of directors of the TargetDefinitions & Particulars Abbreviations Company.
BSE Limited BSE Limited is the stock exchange where presently the Equity shares of the Target Company are listed.
Equity Shares Equity Shares shall mean the fully paid-up equity shares of the face value of ₹10/- (Rupees Ten Only) each.
ISIN International Securities Identification Number Negotiated Price A negotiated price of ₹24/- (Rupees Twenty Four Only) per Sale Share, aggregating to an amount of ₹1,54,46,400/- (Rupees One Crore Fifty Four Lakhs Forty Six Thousand Four Hundred Only) for the sale of 6,43,600 (Six Lakh Forty Three Thousand Six Hundred) Equity Shares, representing 15.53% of the Voting Share Capital of the Target Company, by Promoter Sellers to the Acquirers, pursuant to the execution of the Share Purchase Agreement.
Offer Period The period of entering into an agreement to acquire the Equity Shares and Voting Share Capital in, or control over, the Target Company requiring a Public Announcement or the date on which the Public Announcement is being issued by the Acquirers, i.e.
October 28, 2026 (Wednesday) and the date on which the payment of consideration to the Public Shareholders whose Equity Shares are validly accepted in this Offer, is made, or the date on which this Offer is withdrawn, as the case may be.
Offer Price An offer price of ₹42/- (Rupees Forty Two Only) per Offer Share.
Offer Shares Open Offer for acquisition of up to 10,77,778 (Ten Lakhs Seventy Seven Thousand Seven Hundred Seventy Eight) Equity Shares of the face value of ₹10/- each, representing 26% of the Voting Share Capital of the Target Company at a price of ₹42/- (Rupees Forty Two Only) per fully paid-up Equity Share payable in cash.
PA/ Public Public Announcement dated Wednesday, October 28, Announcement 2026.
Promoter and Promoter The existing promoters of the Target Company, in Group accordance with the provisions of Regulations 2 (1)
(s), and 2 (1) (t) of the SEBI (SAST) Regulations, read with Regulations 2 (1) (oo), and 2 (1) (pp) of the SEBI
(ICDR) Regulations, in this case, namely being, Narendra Kachhawat, Mansoor Ahmed, Shalini Pokharna, Abha Parakh, Anurag Agrawal, Himmat Lal Sahu, Madhuri Agrawal, Raj Kumar Parakh, Rajesh Kumar, Umesh Kumar Sahu, Vinay Kumar Parmar, Yaqub Khan, New Era Alkaloids And Export Limited, Vimal Jain, Sakhi Gopal Agrawal and Hifzul Rahim.
Promoter Sellers The existing promoters of the Target Company who have entered in a Share Purchase Agreement with the Acquirers, in this case, namely being, Narendra Kachhawat, Mansoor Ahmed, Shalini Pokharna, Abha Parakh, Anurag Agrawal, Himmat Lal Sahu, Madhuri Agrawal, Raj Kumar Parakh, Rajesh Kumar, UmeshDefinitions & Particulars Abbreviations Kumar Sahu, Vinay Kumar Parmar, Yaqub Khan and New Era Alkaloids and Export Limited.
Public Shareholder(s) All the equity shareholders of the Target Company who are eligible to tender their Equity Shares in the Offer,
except: (a) the promoters and members of the promoter group of the Target Company; (b) the Acquirers and any person deemed to be acting in concert with them; (c) the parties to the underlying Share Purchase Agreement, (d) any person deemed to be acting in concert with the parties to the SPA, pursuant to and in compliance with the SEBI (SAST) Regulations.
SCRR Securities Contract (Regulation) Rules, 1957, as amended.
SEBI Securities and Exchange Board of India.
SEBI Act Securities and Exchange Board of India Act, 1992, and subsequent amendments thereto.
SEBI (LODR) Securities and Exchange Board of India (Listing Regulations Obligations and Disclosure Requirements) Regulations, 2015 and subsequent amendments thereto.
SEBI (SAST) Securities and Exchange Board of India (Substantial Regulations Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto.
Share Purchase The Share Purchase Agreement dated Wednesday, Agreement/ SPA October 28, 2026 executed between the Acquirers and the Promoter Sellers, pursuant to which the Acquirers have agreed to acquire 6,43,600 (Six Lakh Forty Three Thousand Six Hundred) Equity Shares, representing
15.53% of the Voting Share Capital of the Target Company from the Promoter Sellers at a negotiated price of ₹24/- (Rupees Twenty Four Only) per Sale Share, aggregating to an amount of ₹1,54,46,400/- (Rupees One Crore Fifty Four Lakhs Forty Six Thousand Four Hundred Only).
Stock Exchanges BSE Limited is the stock Exchange on which the Equity Shares of the Target Company are presently listed.
Target Company/ Target Natura Hue-Chem Limited is a public limited company incorporated under the provision of the Companies Act, 1956, having its registered office at 408, Wallfort Ozone, Fafadih, Raipur, Chhattisgarh-492001 and bearing Corporate Identification Number- L24117CT1995PLC009845.
Tendering Period The tendering period shall have the meaning ascribed to it under Regulation 2(1)(za) of the SEBI (SAST) Regulations.
Voting Share The total voting equity share capital of the Target Capital/Share Capital Company on a fully diluted basis as of the 10th (Tenth) working day from the closure of the Tendering Period of the Open Offer.
Working Day The working day shall have the meaning ascribed to it under Regulation 2(1)(zf) of the SEBI (SAST) Regulations.1. OPEN OFFER DETAILS:
Offer Size Acquisition of up to 10,77,778 (Ten Lakhs Seventy Seven Thousand Seven Hundred Seventy Eight) Equity Shares, representing 26.00% (Twenty Six Percent) of the Voting Share Capital of the Target Company, subject to the terms and conditions specified in this Public Announcement and the Offer Documents that are proposed to be issued in accordance with the SEBI
(SAST) Regulations..
Offer price/ This Open Offer is being made at a price of ₹42/- Consideration (Rupees Forty Two Only) per Offer Share. The Equity Shares of the Target Company are frequently traded in accordance with the provisions of Regulation 2 (1) (j) of the SEBI (SAST) Regulations, and hence the Offer Price has been determined in accordance with the parameters prescribed under Regulations 8 (1) and 8
(2) of the SEBI (SAST) Regulations. Assuming full acceptance under this Offer, the aggregate consideration payable to the Public Shareholders in accordance with the SEBI (SAST) Regulations will be ₹4,52,66,676/- (Rupees Four Crore Fifty Two Lakh Sixty Six Thousand Six Hundred Seventy Six Only).
Mode of payment The Offer Price will be paid in cash, in accordance with the provisions of Regulation 9(1)(a) of the SEBI
(SAST) Regulations and in accordance with the terms and conditions mentioned in this Public Announcement and to be set out in the Offer Documents proposed to be issued in accordance with the SEBI (SAST) Regulations.
Type of offer This Offer is a triggered mandatory open offer in compliance with the provisions of Regulation 4 of the SEBI (SAST) Regulation pursuant to the execution of the Share Purchase Agreement.
2. TRANSACTION WHICH HAS TRIGGERED THE OPEN OFFER OBLIGATIONS (UNDERLYING TRANSACTION):
Details of underlying transaction Type of Mode of Shares / Voting Total Mode Regulation Transacti Transacti rights acquired/ Consider of which has on on proposed to be ation payme triggered (direct/ (Agreeme acquired for nt indirect) nt/ shares (Cash/ Allotment /Voting Securi / Market Number % vis a Rights ties) purchase) vis total (VR) equity/ acquired voting (₹ in capital Crores) Direct Share 6,43,600 15.53% ₹1.54/- Cash Purchase Equity Agreement Shares dated Regulation 4 Wednesday, of the SEBIOctober 28, (SAST) 2026, Regulations between the Acquirers and the Promoter Sellers
3. DETAILS OF ACQUIRERS:
Details Acquirer 1 Acquirer 2 Total Name of Mrs. Kanika Chahal Mr. Anuj Chahal - Acquirers Address 2402 IIT Engineers 2402 IIT Engineers - Apartment, Plot No. 12, Apartment, Plot No. 12, Sector-10 Dwarka, Sector-10 Dwarka, Dwarka Sec-6, Delhi- Dwarka Sec-6, Delhi-
110075. 110075.
Name(s) of Not Applicable Not Applicable - persons in control/ promoters of acquirers/ PAC where Acquirers/ PAC are companies Name of the None None - Group, if any, to which the Acquirers belong to
Pre Transaction shareholding:
Nil 1,25,300 1,25,300 • Number Nil 3.02% 3.02% • % of total share capital Proposed shareholding after the acquisition of shares which triggered the
Open Offer: • Number 5,63,600 2,05,300 7,68,900 • % of total 13.60% 4.95% 18.55% share capital* Any other As on date of this Public Announcement, except for execution of interest in the the Share Purchase Agreement and Acquirer 2 being the existing Target shareholder of the Target Company, they do not have any other Company interest or any other relationship in or with the Target Company.
Note: a. The Acquirers shall become the Promoters of the Target Company and shall have control over the Target Company. b. Pursuant to the completion of Open Offer, the Acquirers will be classified as the Promoter of the Target Company and the Promoter Seller/present Promoter and Promoter Group will be reclassified as public in accordance with the provisions of Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.4. DETAILS OF SELLING SHAREHOLDERS:
Name of the Part of Details of Shares/ Voting Rights held Promoter Sellers Promoter/ by the Promoter Sellers Promoter group (Yes/No) Pre-Transaction Post Transaction No. of % No. of % shares shares Narendra Kachhawat Yes 72,600 1.75% Nil Nil Mansoor Ahmed Yes 40,000 0.96% Nil Nil Shalini Pokharna Yes 72,600 1.75% Nil Nil Abha Parakh Yes 40,000 0.96% Nil Nil Anurag Agrawal Yes 38,200 0.92% Nil Nil Himmat Lal Sahu Yes 40,000 0.96% Nil Nil Madhuri Agrawal Yes 38,800 0.94% Nil Nil Yes 40,100 0.97% Nil Nil Raj Kumar Parakh Rajesh Kumar Yes 65,300 1.58% Nil Nil Umesh Kumar Sahu Yes 37,500 0.90% Nil Nil Vinay Parmar Yes 41,000 0.99% Nil Nil Yakub Ahmed Khan Yes 37,500 0.90% Nil Nil New Era Alkaloids and Yes 80,000 1.93% Nil Nil Export Limited
5. TARGET COMPANY:
Name NATURA HUE-CHEM LIMITED CIN L24117CT1995PLC009845 Registered Office 408, Wallfort Ozone, Fafadih, Raipur, Chhattisgarh-492001.
Exchange where listed Equity Shares are listed on BSE Limited SYMBOL NATHUEC ISIN INE487B01019
6. OTHER DETAILS
(a) This Public Announcement is made in compliance with the provisions of Regulation 13 (1) of the SEBI (SAST) Regulations.
(b) The Acquirers accept full responsibility for the information contained in this Public Announcement.
(c) The Detailed Public Statement to be issued pursuant to this Public Announcement in accordance with the provisions of Regulations 13(4), 14(3), 15(2), and other applicable regulations of the SEBI (SAST) Regulations shall be published in newspapers, within 5 (Five) Working Days of this Public Announcement, i.e., on or before Wednesday, November 04, 2026. The Detailed Public Statement shall, inter alia, contain details of the Offer including the detailed information of the Offer Price, the Acquirers, the Target Company, background to the Offer, statutory approvals required for this Offer, details of financial arrangements, and such other terms and conditions as applicable to this Offer.(d) The completion of this Offer and the Underlying Transaction is subject to the satisfaction of certain conditions precedent as set out in the Share Purchase Agreement. Further, in compliance with the SEBI (SAST) Regulations, the Underlying Transaction under the Share Purchase Agreement referred to hereinabove may be completed prior to completion of the Offer. Further, this Offer is subject to the terms and conditions mentioned in this Public Announcement and the Offer Documents that are proposed to be issued in accordance with the SEBI (SAST) Regulations.
(e) The Acquirers have given an undertaking that they are aware of and will comply with their obligations as laid down under the SEBI (SAST) Regulations and have adequate financial resources to meet the obligations under the SEBI
(SAST) Regulations for the purpose of this Offer.
(f) The Offer is not conditional upon any minimum level of acceptance in accordance with Regulation 19(1) of the SEBI (SAST) Regulations.
(g) The Offer is not a competing offer in accordance with Regulation 20 of the SEBI
(SAST) Regulations.
(h) All the information pertaining to the Target Company in this Public Announcement has been obtained from publicly available sources or provided by the Target Company and the accuracy thereof related to all has not been independently verified by the Manager.
Issued by the Manager to the Open Offer on behalf of the Acquirers Fintellectual Corporate Advisors Private Limited B- 20, Second Floor, Sector -1, Noida, Uttar Pradesh-201301
Contact Number: +91-120-4266080;
Website: www.fintellectualadvisors.com
Email Address: info@fintellectualadvisors.com
Contact Person: Mr. Amit Puri
SEBI Registration Number: INM000012944
Validity: Permanent
CIN: U74999DL2021PTC377748 Sd/- Sd/- Mrs. Kanika Chahal Mr. Anuj Chahal (Acquirer 1) (Acquirer 2)
Place: Noida
Date: October 28, 2026