Event Date: July 5, 2025
LETTER OF OFFER
This letter of offer pertains to the buy-back of Equity Shares of Nayara Energy Limited (the “Company”). The buy-back offer is extended to registered shareholders/beneficial owners as of the record date, March 28, 2025. For clarifications, shareholders may contact their stock broker, investment consultant, or the Registrar, MUFG Intime India Private Limited.
Offer Details:
The company offers to buy back up to 25,908,262 fully paid-up Equity Shares with a face value of ₹10 each, representing 1.74% of the total equity shares. The offer price is ₹731 per equity share, payable in cash, totaling no more than ₹18,938,939,522.
Legal Basis and Size of Buy-back:
This buy-back adheres to Article 52(iii) of the Company's Articles of Association, Sections 68, 69, and 70 of the Companies Act, 2013, and related rules. The buy-back size is 5.14% and 5.13% of the company’s paid-up capital and free reserves respectively, compliant with the statutory limit of 10% of aggregate paid-up equity capital and free reserves.
Communication & Procedure:
The Letter of Offer is being sent to eligible shareholders as of the Record Date (March 28, 2025), via physical (registered post/speed post/ordinary post/courier within India; ordinary post outside India) and electronic means (email to registered email IDs). The procedure for tendering shares is detailed in paragraph 11 of the Letter, and a Tender Form is enclosed. Submission of the Letter to the Registrar of Companies (RoC) does not imply approval. The company confirms disclosures align with the Act and Companies Rules, 2014.
Access to Information:
The Letter of Offer, Tender Form, and related documents are available on the Company's website (www.nayaraenergy.com) and the Registrar's website (https://in.mpms.mufg.com).
Key Dates:
Definitions:
Several key terms are defined within the document, including:
Disclaimer:
Submitting the Letter of Offer to the RoC does not mean it has been cleared or approved. The Board of Directors affirms that no information affecting shareholders' decisions has been suppressed or misstated and that no bank/financial institution borrowings will fund the Buy-back.
Offer Details (Expanded):
The offer involves buying back up to 25,908,262 Equity Shares (1.74% of total equity), at ₹731 per share for an aggregate of ₹18,938,939,522. Significant shareholders, Rosneft Singapore Pte. Limited and Kesani Enterprises Company Limited, will not participate in the Buy-back Offer. The Buy-back size is within the 25% limit of the total outstanding Equity Shares allowed within a financial year. The funds deployed will not exceed 10% of paid-up capital and free reserves as of December 31, 2024.
Objective of the Buy-Back:
The company seeks to offer an exit opportunity to minority public shareholders who were unable to exit during the delisting offer in 2015 and subsequent exit offer which ended on February 16, 2017. This also helps the company return surplus cash to shareholders.
Buy-Back Price and Funding:
The buy-back price is ₹731 per share, based on valuation by a registered valuer. The funds will come from the company’s free reserves, and the nominal value of the shares bought back will be transferred to the Capital Redemption Reserve Account.
Bank Account Details:
A separate bank account, "Nayara Energy Limited – Buyback of Shares," has been opened with ICICI Bank Limited. Statutory Auditors, S. R. Batliboi & Co. LLP, certified that the company has sufficient financial resources for the buy-back.
Company Information:
Nayara Energy Limited, formerly Essar Oil Limited, was incorporated on September 12, 1989. The registered office is in Khambhalia, Gujarat. The CIN is U11100GJ1989PLC032116. Nayara Energy operates a fully integrated oil refining and marketing company with India’s second-largest single-site refinery.
Statutory Approvals:
The Board of Directors approved the Buy-back on March 3, 2025. The Buy-back from Non-Resident Shareholders is contingent on shareholder declarations, RBI approvals, and reporting compliance.
Process and Methodology:
For shareholders holding Demat Shares, an off-market transfer during the Offer Period to the "Escrow Demat Account" is required. Instructions are provided including the Depository Participant (Ventura Securities Limited), DP ID (IN303116), Client ID (15534984), Account Name (MIIPL Nayara Energy Buyback Escrow Demat Account) and ISIN. Shares must be transferred before the Buy-back Closing Date. Eligible shareholders are required to authenticate off-market transactions using OTP-based authentication through the Depositories.
For Physical Shares, shareholders should send/deliver specified documents to the Registrar (MUFG Intime India Private Limited) by speed post/registered post or courier before the Buy-back Closing Date. Envelopes should be superscribed “Nayara Energy Limited Buy Back Offer 2025”.
Required Documents for Physical Shares:
Non-Receipt of Letter of Offer:
If the Letter of Offer and Tender Form are not received, shareholders can request copies from the Registrar or download them from the company or registrar's websites.
Settlement Procedure:
Payment will be made to Eligible Shareholders within 7 days of verification completion after the Buy-back closes. Payment is made electronically to the bank account linked to the demat account (for demat shares) or mentioned on the cheque leaf (for physical shares). Equity Shares tendered and accepted will be extinguished.
Rejection Criteria:
Equity Shares tendered may be rejected on various grounds including restraint orders, disputes over title, loss of share certificate, applicant not being an Eligible Shareholder, incomplete documents, and mismatch in signature/details.
Taxation:
The document provides a summary of tax considerations based on current Indian income tax laws, regulations, and interpretations, which are subject to change. Shareholders are advised to consult their tax advisors for specific tax implications. Nayara Energy Limited does not accept responsibility for the accuracy of this tax summary.
Tax Implications (Summary):
The Finance (No.2) Act, 2024 has made amendments in relation to buy-back of shares w.e.f.1 October 2024, shifting the tax liability from the Company to the shareholders (whether resident or non-resident). Accordingly, the Company is not required to pay tax on the distributed income pursuant to the Finance (No.2) Act 2024. The sum paid by a domestic company for purchase of its own shares shall be treated as dividend in the hands of shareholders. Further, no deduction is allowed against such dividend while computing the income from other sources. As per Section 46A of ITA, the value of consideration received by the shareholders on buyback of shares shall be deemed to be nil.
Confirmation by the Board of Directors:
The Board of Directors confirms no defaults in repayment of debts and have made inquiries into the Company's affairs and prospects.
Documents for Inspection:
Copies of specified documents, including incorporation certificates, memorandum and articles of association, annual reports, board resolution, and auditors' reports, will be available for inspection at the company's registered office.
Attachments:
The document includes several annexures:
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