SAR TELEVENTURE LIMITED

Our Company was originally incorporated as ‘SAR Televenture Private Limited" asa private limited company under the provisions of the Companies Act, 2013, pursuant to a certificate of incorporation dated May 24,2019 issued by the Registrar of Companies, Central Registration Centre. Subsequently, our Company was converted toa public limited company, pursuant to a special resolution passed by our shareholders in the extra-ordinary general meeting held on March 21,2023 and the name of our Company was changed to 'SAR Televenture Limited' and a fresh certificate of incorporation consequent upon change of the name was issued by the Registrar of Companies, Delhi on April 13,2023. For further details in relation to the changes in our name and the registered office of our Company, see ‘ History and Certain Corporate Matters-Brief history of our Company and " History and Certain Corporate Matters-Changes in the registered offce of our Company on page 147. of the Prospectus dated July 25, 2024 (“Prospectus")..

Our Company has filed the Prospectus dated July 25,2024 with the RoC and the Equity Shares issued under the Composite Issue and are listed on the NSE Emerge and its trading commenced on July 29,2024.

COMPOSITE ISSUE OF SAR TELEVENTURE LIMITED (“ COMPANY” ) COMPRISING OF FURTHER PUBLIC OFFERING OF UP TO 71,42,500 EQUITY SHARES OF FACE VALUE OF Rs.2 EACH (“ FPO EQUITY SHARES” ) FOR CASH AT A PRICE OF Rs. 210 PER FPO EQUITY SHARE (INCLUDING A PREMIUM OF Rs. 208 PER FPO EQUITY SHARE) (“ FPO PRICE” ) AGGREGATING UP TO Rs. 14,999.25 LAKHS (“ FURTHER PUBLIC OFFER” ) OF WHICH 3,57,000 FPO EQUITY SHARES OF FACE VALUE OF Rs.2 EACH FOR CASH AT A PRICE OF Rs.210/- PER FPO EQUITY SHARE, AGGREGATING TO Rs. 749.70 LAKHS IS RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE OFFER (THE “ MARKET MAKER RESERVATION PORTION” ) AND AN OFFER OF UP TO 1,50,00,000 FULLY PAID-UP EQUITY SHARES OF FACE VALUE Rs. 2 EACH (“ RIGHTS EQUITY SHARES” ) OF OUR COMPANY FOR CASH AT A PRICE OF Rs. 200 PER RIGHTS EQUITY SHARE (INCLUDING A PREMIUM OF Rs. 198 PER RIGHTS EQUITY SHARE) AGGREGATING UP TO Rs. 30,000 LAKHS ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY (“ RIGHTS ISSUE) IN THE RATIO OF 1 RIGHTS EQUITY SHARES FOR EVERY 1 EQUITY SHARE HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE THAT IS JULY 09, 2024. TOGETHER THE FURTHER PUBLIC OFFER AND THE RIGHTS ISSUE IS THE "OFFER”. THE FURTHER PUBLIC OFFER LESS MARKET MAKER RESERVATION PORTION I.E. OFFER OF 67,85,500 EQUITY SHARES OF FACE VALUE OF Rs. 2 EACH, AT AN ISSUE PRICE OF Rs. 210 PER EQUITY SHARE FOR CASH, AGGREGATING UP TO Rs. 14249.55 LAKHS IS HEREINAFTER REFERRED TO AS THE “ NET FURTHER PUBLIC OFFER” . THE FURTHER PUBLIC OFFER AND NET FURTHER PUBLIC OFFER WILL CONSTITUTE 19.23% AND 18.27% RESPECTIVELY OF THE POSTU ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

1. Loss of Customer: We derive our existing revenue from tower installation services. According to standalone Financial Statements, for the Fiscals 2024,2023 and 2022, our total revenue generated from our tower installation business is Rs.640.97 lakhs, Rs. 642.99 lakhs and Rs. 472.89 lakhs respectively, aggregating to 100%, 100% and 100% of total revenue from operations.

Though we maintain a sound relationship with our customer, however, as there are very limited players in the telecom service provider industry, and our tower installation business is currently concentrated to a single customer, any adverse development with such customer, including as a result of a dispute with or disqualification by such customer, may result in us experiencing an adverse effect in our business and results of operations.

2. Limited Operating History: Our Company was incorporated in the year 2019, and we have a limited operating history to evaluate our business and prospects. We have incurred losses in the first two Fiscal since inception. Our profit after tax was ^1,566.17 lakhs, Rs.393.59 lakhs, Rs.3.71 lakhs, Rs.(2.71) lakhs and Rs.(12.91) lakhs in the Fiscal 2024,2023, 2022, 2021 and 2020, respectively. We will need to generate and sustain increased revenue levels and decrease proportionate expenses in future periods to achieve profitability and even if we do, we may not be able to maintain or Increase profitability.

3. Dependence on growth of wireless telecommunication and FTTH services: Our business operations, services, revenue, and performances are directly related to the performance of the Indian wireless telecommunication industry and FTTH services and is therefore affected by factors that generally affect and drive that industry.

4. Dependence on subsidiary for consolidated revenue: We derive majority portion of our revenue from operations from our subsidiary. Our subsidiary contributed to an amount of Rs.11,770.75 lakhs which constitutes 94.84% of our consolidated revenue from operations for the Fiscal 2024.

5. Risk relating to possession of land: Loss of our Company's leasehold interests, with the terms of these lease arrangements, the termination of leases by lessors, or an inability to secure renewal thereof on commercially reasonable terms when they expire, would interfere with our Company's ability to operate their tower portfolio and to generate revenues.

6. Risk relating to new and niche market: Infrastructure sharing in the wireless telecom sector is an evolving concept in India and is an upcoming trend in the Indian telecom industry. The telecom operators are now strongly contemplating sharing telecom infrastructure to save time and cost and for also ease of operations. As a part of our strategy, we intend to engage with telecom operator for infrastructure sharing. No assurance can be given that the infrastructure sharing model will be successful in India and that we will be successful in implementing the business and its future growth strategy.

7. Business expansion risk: Our ability to expand our business vertical by entering into the FTTH segment and installation of additional towers are dependent upon several factors, including the sufficient capital to fund development, ability to locate, and lease or acquire, at commercially reasonable prices, and related infrastructure and other external factors. Any failure to do so could have a material adverse effect on our business prospects, results of operations, cash flows and financial condition.

8. Negative Cash Flow: Our Company has incurred negative cash flows from operating, investing, and financing activities in some of the years/ periods during the Fiscals 2024,2023 and 2022.

(Amount Rs. in lakhs

9. Business subject to local and climatic conditions: Our Company currently operates in West Bengal, Bihar, Uttar Pradesh, Punjab, Himachal Pradesh, Andaman & Nicobar Islands, Odisha, Jharkhand, and Chandigarh. Disruptions in our operations, due to local reasons or natural disasters or other catastrophes could have an adverse effect on our business, financial condition and results of operations.

10. Loss of Suppliers: Our business is dependent on various suppliers to provide equipment, materials, and other key components in tower installation, laying optic and cable FTTH fibers to home network. If the suppliers are unable to supply us with these products in timely manner or the costs of these products increase due to unforeseen circumstances, this could negatively impact our operating results, particularly if we are unable to add new clients or pass on such costs to our existing clients.

11. Risk relating to Licenses and Government approvals: Our business is subject to applicable government regulations and legislations and we require certain statutory and regulatory approvals, licences, registrations and permissions for operating our business in different states. If we are unable to make applications or renew or obtain necessary permits, licences and approvals on acceptable terms, in a timely manner, or in the event of failure to comply with the terms and conditions therein could lead to cancellation, revocation or suspension of relevant permits, licenses, registrations and approvals and the imposition of penalties by relevant authorities. 12. Requirement of working capital: Our business requires working capital, primarily to operate our business, operations, finance our service delivery. The working capital requirement for the Company for the Fiscal 2024, Fiscal 2023 and Fiscal 2022 was Rs.470.30 lakhs, ^116.01 lakhs and Rs.44.24 lakhs, respectively. Our inability to meet our working capital requirements or to meet out financial obligations, could adversely affect ourfinancial condition.

13. Shortage or non-availability of essential utilities: We principally depend on power supplied by regional and local electricity transmission grids operated by the various state electricity providers. A lack of adequate power supply and/or power outages could result in significant downtime at our towers/poles, resulting in service level credits becoming due to their customers.

14. Change in technology risk: The development and implementation of new technologies designed to enhance the efficiency of wireless networks could reduce the use and need for tower-based wireless services transmission and reception and have the effect of decreasing demand fortower/pole space. Emergence of new technologies could reduce the need for tower/pole-based broadcast services transmission and reception. The development and implementation of any of these and similar technologies to any significant degree could have an adverse effect on our operations. 15. Credit Worthiness of Telecom Operators Risk: If one or more of our major Telecom Service Providers experience financial difficulties, it could result in uncollectible accounts receivable and our loss of significant customers and anticipated lease revenues. This would materially adversely affect our results of operations and financial condition.

16. Delay in payment of statutory dues: We have had instances of delay in payment of certain statutory dues pertaining to GST for the period 2020-21, 2021-22, 2022-23 and 2023-24 and delay in payment of EPF for the period 2020-21, 2021-22, 2022-23 and 2023-24. The Company remedied the same by paying the appropriate late filing fees to the relevant Statutory Authorities, calculated as on the date of filings.

17. Contractual risk: Though we have a lock in arrangement with most of our contracts with the telecom service providers, we cannot guarantee that such contracts will not be terminated by the telecom service providers for any reason whatsoever or they deciding to exit the arrangement. Any such termination of our contracts with the telecom service providers may have an adverse effect on our business, result of operation and profitability.

18. Decrease in demand risk: If the Indian wireless telecommunications services market does not grow or grows at a slower rate than we expect, or the behaviour of market players does not meet our current expectations, the demand for our services will be adversely affected, which would have a material adverse effect on our business, prospects, results of operations, cash flows and financial condition.

19. Changes in laws, rules and regulations: Any changes and the related uncertainties with respect to the implementation of new laws, rules regulations may have a material adverse effect on our business, financial condition, results of operations and cash flows.

20 The risks to investors shall include weighted average cost of acquisition of all shares transacted in last 3 years and 1 year, from the date of the Prospectus, in the following format:

21. The LM associated with the Offer has handled 8 public issues (Main Board-5, SME Issue-3) during current financial year and two financial years preceding the current financial year, none of issues were closed below the Offer price on the listing date.

For details, see "Risk Factors" on page 31 of the Prospectus.

RIGHTS ISSUE OPENED ON JULY 15, 2024 • LAST DATE FOR ON MARKET RENUNCIATION: JULY 16, 2024 RIGHTS ISSUE CLOSED ON: JULY 22, 2024

1) Basis of allotment

2) Information regarding Applications received (including ASBA applications received):

Intimations for Allotment / refund / rejection cases: The dispatch of Allotment Advice cum Unblocking Intimation to the investors, as applicable, commenced on July 26,2024 and has been completed on July 26,2024. The instructions to SCSBs for unblocking of funds in case of ASBA Applications were given on June 25, 2024. The listing application was filed with NSE on July 25, 2024 and subsequently the listing approvals were received on July 26,2024. The credit of Rights Equity Shares in dematerialized form to respective demat accounts of Allottees was completed on July 26,2024. For further details, see " Terms of the Offer -Allotment or Refund/ unblocking of 'ASBA accounts' on page 257 of the Prospectus. The Rights Equity Shares alloted in the Rights Issue under the Offer commenced trading on NSE on 29 July, 2024 and are being traded underthesame ISIN: INE0PUC01020 as the existing Equity Shares.

DISCLAIMER CLAUSE OF SEBI: The Prospectus was not filed with the SEBI. Investors may refer to the entire ‘Disclaimer Clause of SEBI beginning on Page No. 202 of the Prospectus.

DISCLAIMER CLAUSE OF NSE (EMERGE OF NSE): It is to be distinctly understood that the permission given by NSE should not in any way be deemed or construed that the Prospectus has been cleared or approved by NSE nor does it certify the correctness or completeness of any of the contents of the Prospectus. The investors are advised to refer to the Prospectus for the full text of the 'Disclaimer Clause o f NSE Emerge' of NSE on page 209 of the Prospectus..

	LEAD MANAGER
	PANTOMATH CAPITAL ADVISORS PRIVATE LIMITED
	Pantomath Nucleus House, Saki-Vihar Road, Andheri-East, Mumbai - 400072, Maharashtra, India.
	Tel: 1800 889 8711
	Email: sar.composite@pantomathgroup.com; Website: www.pantomathgroup.com
	Investor Grievance Id: investors@pantomathroup.com
	Contact Person: Amit Maheshwari/ Ruchira Singhania;
	SEBI Registration No: INM000012110

	REGISTRAR TO THE OFFER
	LINK INTIME INDIA PRIVATE LIMITED
	C-101,247 Park, LB S Marg, Vikhroli West, Mumbai-400083, Maharashtra, India.
	Tel: +91 8108114949
	Website: www.linkintime.co.in
	Investor Grievance Email pertaining to Rights Issue:
	sarteleventure.rights@linkintime.co.in
	Investor Grievance Email pertaining to FPO: sarteleventure.ipo@linkintime.co.in
	Contact Person: Shanti Gopalkrishnan

	COMPANY SECRETARY AND COMPLIANCE OFFICER
	Abhishek Jain
	P.NO - 346A, 2nd Floor, Udyog Vihar, Phase-4, Gurugram-122016 Haryana, India.
	Tel No:+91 8587050050
	Email: compliance@sarteleventure.com; Website: www.sarteleventure.com

Applicants can contact the Compliance Officer or the Registrar to the Offer in case of any Pre - Issue or Post[ Issue related problems, such as non-receipt of Allotment advice or credit of allotted Equity Shares in the respective beneficiary account or unblocking of funds, etc.

The Offer is being made in terms of Regulations 103(1), 104 and 129(1) for the FPO and Regulation 62 for the Rights Issue of the SEBIICDR Regulations. The Further Public Offering is being made in accordance with Regulation 129(1) of the SEBI ICDR Regulations and through a book building process wherein not more than 50% of the Net Further Public Offer is allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”, and such portion, the “QIB Portion”). Our Company in consultation with the Lead Manager, for the Further Public Offer, allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), out of which at least one-third was reserved for allocation to domestic Mutual Funds only, subject to valid Bids received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance FPO Equity Shares was added to the portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor Investors (“Net QIB Portion”). Further, 5% of the Net QIB Portion was available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion was available for allocation on a proportionate basis to all QIB Bidders other than Anchor Investors, including Mutual Funds, subject to valid Bids being received at or above the FPO Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance FPO Equity Shares available for allocation was added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Net Further Public Offer was available for allocation to Non-lnstitutional Bidders, in accordance with Regulation 129(1) of the SEBI I CDR Regulations. The portion of the Further Public Offer, not less than 35% of the Net Further Public Offer, was available for allocation to Retail Individual Bidders as per the SEBI ICDR Regulations, subject to valid Bids being received at or above the FPO Price. The Bid Amounts are blocked by the SCSBs, or by the Sponsor Bank under the UPI Mechanism, as applicable to participate in the FPO. Anchor Investors were not permitted to participate in the Anchor Investor Portion through the ASBAprocess. For details, see "Offer Procedure" on page 239 of the Prospectus.

The FPO received 42,130 applications for 4,35,22,000 Equity Shares (prior to rejections) resulting in 8.52 times subscription. The details of the applications received in the FPO from various categories are as under: (before rejections):

Final Demand

A summary of the final demand as at different Bid prices is as under:

The Basis ofAllotment was finalized in consultation with the Designated Stock Exchange, being NSE EMERGE on July 25,2024.

A. Allotment to Retail Individual Bidders (after rejections) (including ASBA Applications)

The Basis of Allotment to the Retail Individual Bidders, who have bid at the Cut-Off Price or at the Issue Price of Rs. 210 per Equity Share, was finalized in consultation with the NSE EMERGE. This category has been subscribed to the extent of 7.76 times. The total number of FPO Equity Shares Allotted in Retail Portion is 23,75,000 Equity Shares to 4,750 successful Retail Individual Bidders. The category-wise details of the Basis ofAllotment are as under:

B. Allotment to Non-lnstitutional Investors (After Rejections)

The Basis of Allotment to the Non-lnstitutional Investors, who have bid at the Offer Price of Rs. 210 per Equity Share or above, was finalized in consultation with NSE EMERGE. This category has been subscribed to the extent of 11.71 times. The total number of Equity Shares allotted in this category is 10,18,000 Equity Shares to 1,170 successful applicants. The category-wise details of the Basis ofAllotment are as under:

C. Allotment to QIBs (Excluding Anchor Investors) (after rejections)

Allotment to QIBs, who have Bid at the Offer Price of Rs. 210 per FPO Equity Share or above, has been done on a proportionate basis in consultation with the NSE EMERGE. This category has been subscribed to the extent of 8.73 times of QIB Portion. As per the SEBI Regulations, Mutual Funds were Allotted 5% of the Equity Shares of QIB Portion available i.e., 67,500 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares i.e., 12,89,500 Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion is 13,57,000 Equity Shares, which were allotted to 12 successful QIB Investors. The category-wise details of the Basis of Allotment are as under:

D. Allotment to Anchor Investors (After Rejections)

The Company, in consultation with the LMs, have allocated 20,35,500 Equity Shares to 11 Anchor Investors (through 11 Applications) at the Anchor Investor Offer Price of Rs. 210 per Equity Share in accordance with the SEBI ICDR Regulations. This represents 60% of the QIB Portion.

The Offer committee of our Company on July 25, 2024 has taken on record the Basis of Allotment of Equity Shares approved by the Designated Stock Exchange, being NSE EMERGE and has allotted the Equity Shares to various successful Bidders. The Allotment Advice- cum-lntimations and/or notices was dispatched to the address of the investors as registered with the depositories. Further, the instructions to the Self Certified Syndicate Banks for unblocking of funds, transfer to Public Issue Account have been issued on July 25,2024 and payment to non-Syndicate brokers have been issued on July 26, 2024. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The FPO Equity Shares Allotted to the successful Allottees have been uploaded on July 26, 2024 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the Listing application with NSE EMERGE on July 26, 2024. The Company has received listing and trading approval of FPO equity shares from NSE EMERGE and the trading commenced on July 29,2024.

Note: All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to them in the Prospectus.

INVESTORS PLEASE NOTE

The details of the allotment made will be hosted on the website of the Registrar to the Offer, Link Intime India Private Limited at www.linkintime.co.in All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the First/ sole Bidder, Bid cum Application Form number, Bidder DP ID, Client ID, PAN, date of submission of Bid cum Application Form, address of the Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and a copy of the Acknowledgment Slip received from the Designated Intermediary at the address given below:

Link Intime India Private Limited

C-101, 247 Park, L B S Marg, Vikhroli West, Mumbai - 400 083, Maharashtra, India.

Tel: +91 810 811 4949; Website: www.linkintime.co.in

Investor Grievance Email pertaining to Rights Issue: sarteleventure.rights@linkintime.co.in

Investor Grievance Email pertaining to FPO: sarteleventure.ipo@linkintime.co.in

Contact Person: Shanti Gopalkrishnan

SAR TELEVENTURE LIMITED has filed the Prospectus dated July 25,2024 with the Registrar of Companies. The Prospectus is available on the websites of the Company, the NSE and the LM at www.sarteleventure.com, www.nseindia.com  and www.pantomathgroup.com , respectively. Applicants should note that investment in equity shares involves a high degree of risk for details relating to the same, see the Prospectus, including, the section titled "Risk Factors" beginning on Page No. 31 of the Prospectus.

The Equity Shares have not been and will not be registered under the U.S Securities Act, 1933 as amended ("the Securities Act") or any State Securities laws in the United States and may not be offered or sold within the United States or to, or for the account or benefit of, 'U.S. persons" (as defined in Regulations of the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the Registration requirements of Securities Act. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Applicants may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.