Shaival Reality reports 121-day filing delay, NSE fines

Shaival Reality Limited reported that a takeover-code disclosure linked to a November 2024 share transfer was filed 121 days late, while several annual and transaction-specific notices remained uncompleted or untraced in National Stock Exchange records. Shaival Reality also disclosed three National Stock Exchange fines totalling Rs 1,09,740, including goods and services tax.

What takeover-code filing delays did Shaival Reality disclose?

Shaival Reality disclosed delayed and uncompleted filings under the Securities and Exchange Board of India (SEBI) Substantial Acquisition of Shares and Takeovers Regulations, 2011, known as the SAST Regulations, for financial years 2018-19 through 2024-25. The longest quantified delay was 121 days for a Regulation 10(6) filing, due on December 3, 2024 and filed on April 3, 2025.

The Regulation 10(6) filing concerned a transfer described as exempt under Regulation 10(1)(a)(ii) of the SAST Regulations. The company’s table records it as a delayed exchange filing, unlike entries marked “Not Complied”, for which the table gives no actual compliance date. This distinction is material because the disclosure lists both late submissions and filings that were not completed.

Annual disclosures under Regulations 30(1) and 30(2) were 49 days late in financial year 2019-20 and 13 days late in financial year 2020-21. The 2019-20 filing was due on April 9, 2020 and made on May 28, 2020, while the 2020-21 filing was due on April 9, 2021 and made on April 22, 2021.

Regulation 31(4) annual disclosures show a wider sequence. Shaival Reality recorded the 2018-19 filing as not complied with, while the 2019-20 and 2020-21 notices were 49 days and 13 days late. Its 2021-22 filing was seven days late, from April 11 to April 18, 2022, although the table adds that no portable document format file was uploaded on the National Stock Exchange. The 2022-23 filing was 35 days late, and the 2023-24 filing was marked not complied with.

Which November 2024 disclosures did Shaival Reality not complete?

Shaival Reality listed three uncompleted notices and one delayed filing associated with a November 27, 2024 transfer of 14,98,200 equity shares from Abhishek Mayur Desai to Shaival Mayurbhai Desai. The Regulation 29(2) disclosure was due on November 29, 2024 and was marked not complied with, without an actual filing date.

The transfer was described as exempt under Regulation 10(1)(a)(ii). A prior intimation under Regulation 10(5) was due on November 21, 2024 and was marked not complied with. The post-transaction intimation to SEBI under Regulation 10(7) was due on December 27, 2024 and was also marked not complied with. By comparison, the Regulation 10(6) exchange filing was ultimately made on April 3, 2025.

Shaival Reality said promoter Shaival Desai acknowledged the Regulation 10(7) non-compliance. The stated reason was “administrative issues and overlook”, and the promoter and company said they were in the process of rectifying and complying with the matter. The disclosure does not state that the Regulation 10(7) filing was subsequently completed, or give a revised completion date.

The company also said that certain historical annual disclosures were not traced in National Stock Exchange Emerge records. This applies to the Regulation 31(4) entries for financial years 2018-19 and 2023-24. In contrast, the table provides precise actual dates for submissions recorded as late, including the 49-day, 35-day and 121-day cases.

What National Stock Exchange fines did Shaival Reality report?

Shaival Reality reported three fines imposed by the National Stock Exchange, or NSE, under the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, known as the LODR Regulations. The fines totalled Rs 1,09,740 including goods and services tax, or GST, and Shaival Reality said it had paid each amount according to NSE email confirmation.

The largest disclosed fine was Rs 56,640 under Regulation 31(1) for delayed submission of the annual report for financial year 2018-19. Two later Regulation 6(1) fines concerned non-submission or late submission relating to appointment of a compliance officer for the quarters ended December 2023 and March 2024. Those fines were Rs 16,520 and Rs 36,580 respectively.

Shaival Reality said that, apart from these three matters, there had been no other cases in which the stock exchange had levied LODR fines up to the date of the draft letter of offer. It also stated that it was compliant with the LODR Regulations as of that date, while noting that SEBI may take appropriate action for non-compliance or delayed compliance under the LODR Regulations and the SEBI Act, 1992.

What did Shaival Reality say about its regulatory status and open offer?

Shaival Reality stated that no action had been taken or penalty levied by SEBI, the Reserve Bank of India or stock exchanges against the target company, its promoter or promoter group, except the matters disclosed in the draft letter of offer. That qualification includes the three NSE fines and the SAST filing record set out in the document.

The company also stated that there were no subsisting directions or pending proceedings against it under the SEBI Act, 1992 and related regulations, or from other regulators, except as otherwise disclosed. It said that no complaints had been received by Shaival Reality, the merchant banker or the acquirers in relation to the open offer or its valuation as of the document date.

The document further says Shaival Reality and its directors were not categorised as wilful defaulters, while none of its directors was categorised as a fugitive economic offender under the cited SAST Regulations definitions. These are status statements as of the draft letter date and sit alongside the recorded disclosure gaps from financial year 2018-19 to financial year 2024-25.

The disclosures were made in an open-offer context. Before the agreement, the promoter and promoter group held 84,06,000 shares, or 72.63%, and public shareholders held 31,68,000 shares, or 27.37%. Assuming full acceptance of the open offer, the document estimates public shareholding would fall to 1,58,760 shares, or 1.37%.

Conclusion

Shaival Reality’s filing sets out a record of delayed, untraced and uncompleted SAST disclosures alongside three paid NSE fines. The 121-day delay for the Regulation 10(6) filing is the longest quantified lapse, while the uncompleted Regulation 10(5), Regulation 10(7) and Regulation 29(2) notices relate to the 14,98,200-share transfer of November 2024.

The next disclosed matter to watch is the stated effort by Shaival Reality and its promoter to rectify the Regulation 10(7) non-compliance, for which no completion date is provided. The open-offer result also matters because the acquirers undertake to bring non-public shareholding down to 75% within 12 months if public ownership falls below the 25% minimum requirement.