The BSE Limited 9th June, 2023

Corporate Releationship Department

1st Floor, New Trading Ring,
Rotunda Building, P J Tower,
Dalal Street, Fort,
Mumbai- 400001

BSE Security Code: 526739

Dear Sir / Madam,

Sub: Public Announcement

In continuation of our letter dated June 9, 2023, please find enclosed the public
announcement issued by Saffron Capital Advisors Private Limited (“Manager to the Offer”)
pursuant to 15(1) of the Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011, as amended (“SEBI SAST Regulations”) for the
attention of the eligible Public Shareholders of Narmada Gelatines Limited (“Target
Company”)

You are requested to take this information on records.

Thanking you,

For Narmada Gelatines Limited

MEENU Digitally signed by

MEENU SHARMA

SHARMA Date: 2023.06.09

22:01:30 +05'30'

Meenu Sharma
Company Secretary

Encl: a/a
 Saffron Capital AdvisorsPrivate Limited
605, Sixth Floor, Centre Point, Andheri Kurla Road
J B. Nagar, Andheri (East), Mumbai - 400059
Tel.: +91-22-49730394
Email: openoffers@saffronadvisor.com
Website: www.saffronadvisor.com
CIN No.: U67120MH2007PTC166711

June 09, 2023

lo,
Xnrrnada Celatinev Ltd
Caravs Auild111g, Room No 28, 15
Civil L111e!> 48200 I. Jabalpur.
vtadhya Pradesh. India

Dear Sir/Madam.

Sub: Proposed Open Offer by Pioneer .lellicc India Private Limited ("Acquirer l") and Ashok Matches
and Timber Industries Private Limited ("Acquirer 2") (Collectively referred to as 'Acquirers') to acquire
upto 15,12,398 Equity shares of Rs. 10/-each for cash at a price oH 303 (Rupees Three Hundred and Three
nnlj ) per Equity Shure aggregating upto ~ 45,82,56,594/- (Rupees Forty Five Crore Eighty Two Lakhs Fifty
Sh Thuuvand Fin! Hundred and :\inet) Four only), to the Public Shareholders of Narmada Gelatines
Limited ("Target Company") Pursuant to and in Compliance with the Requirements ofThe Securities And
Exchanac Boa rd or India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended
r·sebi (S \SI ) Rl·gulation~'') ("Offer" Or "Open Offer").

\\ c ha' c been appointed as 'Manager to the captioned Open Offer by the Acquirers in terms of regulation 12( I)
of the SI.Bl ( St\ST) Regulations.In this regard. we arc enclosing hcrew uh a copy of Public Announcement dated
June 09, 2023 C'P \")duly signed by the Acquircrs.

n case ol am c IT . d , p ease contact t h c person as menuone dblcow:

an icauon require
Contact Person I
Designation Contact Number £-mail Id
Gaurav Khandelwal i Vice President 91-22-49730394 gaurav@saffronadvisor.com
Saurabh Gaikwad I Assistant Manager ~aurabh(<l1saffronadvisor.corn

For Saffron Capital Advisors Private Limited

Cnurav lvha ndelwal

\ice President
PL'BLIC ANNOUNCEMENT FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF
NARMADA GELATINES LIMITED UNDER REGULATIONS 3(1) AND 4 READ WITH
REGULATIONS 13(1), 14 AND 15(1) OF SECURITIES AND EXCHANGE BOARD OF INDIA
(SUBSTANTIAL ACQUJSlTJON OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS
AMENDED ("SEBI (SAST) REGULATIONS")

OPEN OFFER FOR ACQUISITION OF UP TO 15,12,398 (FIFTEEN LAK.HS TWELVE THOUSAND

THREE HUNDRED AND NINETY EIGHT) FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF
f 10/- EACH, REPRESENTING 25% OF THE TOTAL VOTING SHARE CAPITAL (DEFINED
BELOW), OF NARMADA GELATINES LIMITED ("TARGET COMPANY"), FROM THE PUBLIC
SHAREHOLDERS (DEFINED BELOW) OF THE TARGET COMPANY (''OFFER" OR "OPEN
OFFER"), BY PIONEER JELLICE INDIA PRIVATE LIMITED ("ACQUlRER I") AND ASHOK
.MATCHES AND TIMBER INDUSTRIES PRlVATE LIMITED ("ACQUIRER 2") (HEREINAFTER
ACQUIRER I AND ACQUIRER 2 COLLECTIVELY REFERRED TO AS "ACQUIRERS").

THIS PUBLIC ANNOUNCEMENT ("PA"} IS BEING ISSUED BY SAFFRON CAPITAL ADVISORS

PRIVATE LIMITED, ("MANAGER TO THE OFFER"), FOR AND ON BEHALF OF THE
ACQUIRERS, TO THE PUBLIC SHAREHOLDERS (DEFINED BELOW) OF THE TARGET
COMPANY, PURSUANT TO AND lN COMPLIANCE WITH REGULATIONS 3(1) AND 4 READ WITH
REGULATIONS 13(1), 14 AND 15(1), AND OTHER APPLICABLE REGULATIONS OF THE SEBl
(SAST) REGULATIO NS.

For the purpose of this Public An11011nceme11t, the fotlowtng terms have tlle meanings assigned to them below:

(a) "Deemed Persons Acting In Concert" as per the definition under Regulation 2(/)(q) of SEBI (SAST)
Regulations, none of the Deemed Persons Aeling in Concert is interested in the Open Offer except Mr. A
Pramod Sankar, one of the Promoters of the Acquirers, and who holds 150 Equity Shares in the Target
Company.
(b) "Public Shareholders" shall mean all the public shareholders of the Target Company, other than the
Acquirers, the Parties to the Share Purchase Agreement (as defined below) and persons deemed to be acting
in concert with the Acquirers, in compliance with the provisions of regulation 7(6) of the SEBJ (SAST)
Regulations.
(c) "Seller" shall mean Alfamont (Mauritius) Limited, having registered office at Clo IQ EQ Corporate Services
(Mauritius) ltd, 33 Edith Cave/I Street, Port Louis I 1324, Mauritius.
(d) "SPA" means the Share Purchase Agreement dated June 09. 2023, executed between the Acquirers and
Se/lei; pursuant to which the A cquirers has agreed to acquire up to 45,37,J89 (Forty-Five Lakh Thirty-Seven
Thousand One Hundred and Eighty-Nine) Equity Shares of the Target Company constituting 75% of the
Total Voting Share Capital of the Target Company at a price of~ 229 (Rupees Two Hundred and Twenty-Nine
only) per Eouity Share.
(e) "SPA Dute" means the execution date of the SPA.
(!) "Total Voting Sit are Capital" means the total voting equity share capital of the Target Company on afully
diluted basis expected as of the J01h (Tenth) working day from the closure of the Tendering Period/or the
Open Offer.
(g) "Tendering Period" has the meaning ascribed to it under the SEBI (SAST) Regulations.
(h) "Working Day" shall mean any working day of the Securities and Exchange Board of India {'SEBI~.

l. OFFER DETAILS:
 b. Offer Price/Consideration: The Offer is being made at a price oft 303/- (Rupees Three Hundred and
Three only) per Equity Share ("Offer Price") aggregating tot 45,82,56,594/-(Rupees Forty-Five Crore
Eighty Two Lakhs Fifty Six Thousand Five Hundred and Ninety Four only), which is determined in
accordance with Regulations 8(2) of the SEBI (SAST) Regulations.

c. Mode of Payment: The Offer Price is payable in cash by the Acquirers, in accordance with the provisions
of Regulation 9( l )(a) of the SEBI (SAST) Regulations.

d. Type of Offer: This Offer is a triggered offer being made by the Acquirers, in compliance with Regulations
3( I) and 4 of the SEBI (SAST) Regulations.

2. TRANSACTION WHICH HAS TRIGCF.RED THE OPEN OFFER OHLIGATION (UNOJ!;IU,YING

TRANSACTION)
-- -
Details of underlvlna transaction
Shares I Voting
Rights acquired/
Totld
proposed to be Mode of
Type of Modeo f Transaction Consideration Regulations
acaulred Payment
Transaction (Ag reemeot/ for Equity which have
%of Shares I Voting (Cash/
(DirecU Altotm ent/ Market Total triggered
Number Rights acquired Securities)
Indirect) Pu rcbase)
of Equity Voting (Rupees)
Shares Share
Caoital
. --
Share Pu rchasc
-
Agrecrn cnt dated June
09,2023 (''SPA")
entered between the
Acquire rs and
existing promoter of
the Targ et Company,
namely, Alfamont
(Mauritius) Limited Regulations
(the "Ex is ting 3(1) and 4
Promote •r/Seller"), 45,37, 189 75% 103,90, 16,28)/- Cash of the SEBI
Direct
whereby the (SAST)
/\cquire rs have Regulations
agreed to acquire
45,37, 18 9 Equity
Shares(' 'Sale
Shares" ) from the
Seller at a price on
229 per Sale Share,
subject t o and in
accordan ce with the
_ . ~ !£r.11JLOfthe SPA -··-- -··-
3. DETAILS OFTllE ACQlllREl~S:

Details Acquircr 2
Acquirer 1 Total
Ashok Matches and Timber
Pioneer Jellice India Private
Name of Acquirers lndustrie~Private.::::.L:::im=ite::.::d=---1-----1
Limited
Boopathy Buildings, 17-A,
23, Vallabhai Road,
Virudhunagar Road,
Chokkikulam, Madurai-625
Registered Office Address Sivakasi-626 123,
002, Tamil Nadu, lndia
Tamil Nadu India
-----1-------------t-_:.:=:.:...:..:=::z....:=;:__----l---
Mr. S. Annamalai (BHUF),
Namc(s) of persons in Mrs. A. Rameshwari, Mr. S.
control/promoters of Mahcswaran, Mrs. M.

2
 . ·--· . -~--- ·-------.-----------.......,.-------,
Acquirers, where Mrs. A. Aruna, Mr. A. Niranjan Revathi, Mrs. A. Aruna, Mr.
Acquirers are companies Sankar, Mr. M. Pradecp Sankar, A. Niranjan Sankar, Mr. M.
Mr. A. Pramod Sankar, M/s. Pradeep Sankar, Mr. A.
Niranjansankar Enterprises Pramod Sankar, Mrs.
Private Limited, Mis. Sindhuja Boopathy, Mrs. A.
Pradeepsankar Enterprises Saranva Boopathy, Mrs.
Private Limited, Mis. Boopathy Nandita Boopathy, Mrs.
Investments Private Limited, Meenakshi Boopathy
Mis. Ashok Matches and
Timber Industries Private
Limited, Mis.Pioneer Asia
Industries Private Limited and
....J~IJic~ Co. Ltd, Ja£an__ --· _ -··--· -- ..--~-·..-·---1------1
Name of the Croup, if any,
to which the Acquirers Pioneer Asia Group Pioneer Asia Group
~~ng to --------·!- . ----
No.of-·-
Equity Nil Nil Nil
I
Pre-
Transaction
Sha!:_~L
% of Total
------l---·------- -1-----1

shareholding Voting Not

Not Applicable Not Applicable Applicable
Share
Cnpitl!l
Proposed No. of
shareholding Equity 24,95,454 20,41,735 45,37, 189
after
acquisition
Shares --·------
% of Total
of shares
Voling 33.75% 75%
which 41.25%
Share
triggered the
1 Capital
Open Offer
Save for shares proposed to be acquired under the SPA, the Acquirers
Any other interest in the presently does not have any 0U1er interest in the Target Company except Mr.
Target Company A Pramod Sankar, one of the Promoters of the Acquirers, who holds 150
--· ..f..&uity Shares in tho Target Comp~)'..:.._ ---· __.
Note:
i. Jn the event the shareholding of the Acquirers in the Target Company, after completion of the Open Offer
and the Underlying Transaction exceeds 75% of the equity share capital of the Target Company, the
Acquirers shall undertake such actions within the timelines specified under the Securities Contract
(Regulation) Rules, 1957 ("SCRR "), as deemed appropriate by the Acquirers, to meet the minimum public
shareholding requirements specified under SCRR.
2. Post completion of all the Open Offer formalities, the Seller shall cease to be the Promoter of the Target
Company and the Acquirers shall, by virtue oj the Open Offer, be classified as Promoters of the Targel
Company, as per Regulation 31 A of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regula/Ions, 2015, as amended.

4. DETAILS OF SELLING SHAREHOLDER:

Details or shares I votln rlehts held bv the Seller

Part of Post·Transaction
Pre.Transaction
Promoter o/, of Total
Name of the Seller Group % or Total
No. or Equity No. or Equity Voting Share
(Yes I No) Voting Share Shares
Shares Capital
Canltal
Alfamont (Mauritius)
Limited -~··... ·.··~
Yes
-~ ___
45.37,189
,,.,,_. .._,_
75% Nil Nil

_ TOTAL
.., ..,..., ....
..
4~?],189 75% Nil Nil

3
5. TARGET COMPANY:
........... _._
Name: ·-·
Narmada Gelatines Limited
Corpo.r.a~e Identity 11.~'.'.!-~~r: L241 I IMPl961PLCOJ6023
Caravs Building, Room No 28, 15, Civil Lines,
Jabalpur-48200 l, Madhya Pradesh, India.
Registered Office: Tel.: +91 98932 76521
Email: rr~~l~(lllrcui ffmai I .com
The Equity Shares of the Target Company are listed only on BSE
Limited (Scrip Code: 526739) and the lntemational Securities
Exchanges where listed: Identification Number ("ISIN") of Equity Shares of Target
g_()_!!lQ_any is JNE869A01010
(Source: wt• w. h.1·1·111cli11 com)
-
6. OTHER DETAILS:

6. I Further details of the Open Offer would be published in the newspapers vide a tailed Public Statement
(''OPS") within flvc (5) working days of this PA, i.e., on or before June 16, 2023 in compliance with
Regulations l 3(4) and 14(3) of the SEBI (S/\ST) Regulations.

6.2. The Acquircrs and their respective directors accept full responsibility for the information contained in
this PA. The Acquirers undertake that they are aware of and will comply with their obligations as laid
down in the SEOI (SAST) Regulations for the purposes of the Open Offer. The Acquirers confirm that
they have adequate financial resources to meet their obligations under the Offer and have made finn
financial arrangements for financing the acquisition of the Offer Shares, in terms of Regulation 25(1) of
the SEO! SAS'I Regulations.

6.3. The Acquirers have no intention of delisting the Equity Shares of the Target Company pursuant to this
Open Offer.

6.4. This Offer is not a competitive offer in terms of Regulation 20 of the SEBI (SAST) Regulations.

6.5. The Offer is not conditional upon any minimum level of acceptance pursuant to the terms of Regulation
19(1) of the SEBI (SAST) Regulations.

6.6. All the information pertaining to the Target Company contained in this PA has been obtained from
publicly available sources or the Target Company. All the information pertaining to the Sellers contained
in this PA has been obtained from the Sellers. Accordingly, the accuracy of the information has not been
independently verified by the Manager to the Open Offer

6 7. In this Public Announcement, all references to 'T', "Rs." or"INR" are references to Indian Rupees.

6.8 In this Public Announcement, any discrepancy in the total and sums of the figures listed is due to rounding
off.

Issued by the M~tougcr to the Offer

• • • • &m-:r91s1ng 1((1.w-,
Saffron Capital Advisors Private Limited
[Company Identification Number: U67120MH2007PTC16671 l]
605. Sixth Floor, Centre Point, Andheri-Kurla Road, J. B. Nagar, Andheri (East), Mumbai - 400 059
Tel No.: +91 022-4973 0394; Fax No.: NA; Email ld: opcnoffcrs(r1?.saf'fro11advisor,(lom;
Website: www.saffronadvisor.cotu;
Investor Grievance: invcstorgricvancc(r~saffrona<lvisor.cofl'l;
SEBI Registration Number: INM00001121 l ; Validity: Permanent;
Contact Person: Mr. Gaurav K.handelwal I Mr. Saurabh Gaikwad
 ~----- - --~-------------r:----------....-·------.,.,...------,
ACQlJIREH 1 ACQUIRE.al
---
Pioneer Jellice India Private Limited Ashok Matches and Timber Industries Private Limited
Address: 23, Vallabhai Road, Chokkikulam, Address: Boopathy Buildings, 17-A,
Madurai - 625002, Tamil Nadu, India Virudhunagar Road, Sivakasi - 626 123, Tamil Nadu, India
Contact Person: Mr. K. Shrinivas; Contact Person: Mrs. T.S. Jwala;
Email Id: pjimdu@pioncerjellice.com Email Id: amti@pioneerasia.com

Sd/- Sd/-

Place: Mumbai
Date: June 09, 2023

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