NSEDisclosure under SEBI Takeover Regulations1d ago · 21 Sept 2026, 04:28 pm
Disclosure under SEBI Takeover Regulations
Billionbrains Garage Ventures Limited · GROWW
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Sequoia Capital Global Growth Fund III U.S./India Annex Fund, L.P has sold 1,55,34,152 equity shares of Billionbrains Garage Ventures Limited between May 12, 2026 and September 17, 2026.
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Full Announcement
Sequoia Capital Global Growth Fund III U.S./India Annex Fund, L.P has submitted to the Exchange a copy of Disclosure Pursuant to Regulation 29(2) of the SEBI (SAST) Regulations 2011.
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Docusign Envelope ID: 6E256FB0-691A-83B3-8041-6FB1233F7C7C
Sequoia Capital Global Growth Fund III – U.S./India Annex Fund, L.P
c/o Maples Corporate Services Limited, PO Box 309, Ugland House, South Church Street, George
Town, Grand Cayman KY1-1104, Cayman Islands
Date: September 18, 2026
BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers Exchange Plaza, Plot No. 01, G Block
Dalal Street Bandra-Kurla Complex, Bandra (E)
Mumbai 400 001 Mumbai 400 051
Maharashtra, India Maharashtra, India
Scrip code: 544603 Scrip code: GROWW
Billionbrains Garage Ventures Limited
Vaishnavi Tech Park, South Tower, 3rd Floor
Survey No.16/1 and 17/2, Ambalipura Village
Varthur Hobli, Bellandur
Bangalore South – 560 103
Karnataka, India
Attention: Company Secretary and Compliance
Officer
Re: Disclosure pursuant to Regulation 29(2) of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (“Takeover
Regulations”)
Dear Sir/Madam,
We wish to inform you that between May 12, 2026 and September 17, 2026, Sequoia Capital Global
Growth Fund III – U.S./India Annex Fund, L.P has sold 1,55,34,152 equity shares of face value ₹2 each
of Billionbrains Garage Ventures Limited pursuant to open-market transactions (“Transactions”).
We enclose a disclosure of the Transactions under the prescribed format pursuant to Regulation 29(2)
of the Takeover Regulations, as Annexure I hereto.
This is for your information and record.
Encl.: As attached.
Docusign Envelope ID: 6E256FB0-691A-83B3-8041-6FB1233F7C7C
For and on behalf of
Sequoia Capital Global Growth Fund III –
U.S./India Annex Fund, L.P
Name: A LFRED LIN
Designation:
Authorized Signatory
Date: 9/18/2026
Place:
2800 Sand Hill Road, Suite 101, Menlo Park, CA 94025
[Signature Page to the Disclosure under Regulation 29(2) of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended]
Docusign Envelope ID: 6E256FB0-691A-83B3-8041-6FB1233F7C7C
Annexure I
Disclosure under Regulation 29(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011
Name of the company: Billionbrains Garage Ventures Limited
ISIN of the company: INE0HOQ01053
Name of the Target Company (TC) Billionbrains Garage Ventures Limited
Name of the seller and Persons Acting in Concert (PAC) with the seller Seller: Sequoia Capital Global Growth Fund III – U.S./India
Annex Fund, L.P
Person Acting in Concert (PAC): Peak XV Partners Investments
VI-11
Whether the seller belongs to Promoter/Promoter group No
Name(s) of the Stock Exchange(s) where the shares of TC are Listed BSE Limited and National Stock Exchange of India Limited
Details of the acquisition/disposal as follows Number % w.r.t. total % w.r.t. total diluted
share/voting capital share/voting capital
wherever applicable of the TC (**)
Before the disposal under consideration, holding of2:
a) Shares carrying voting rights 9,85,33,510 1.57%3 1.56%3
b) Shares in the nature of encumbrance (pledge/lien/non-disposal - - -
undertaking/others)
c) Voting rights (VR) otherwise than by shares - - -
d) Warrants/convertible securities/any other instrument that entitles the acquirer to - - -
receive shares carrying voting rights in the TC (specify holding in each category)
e) Total (a+b+c+d) 9,85,33,510 1.57% 1.56%
Details of acquisition/sale2:
a) Shares carrying voting rights acquired/sold 1,55,34,152 0.25%3 0.25%3
b) VRs acquired/sold otherwise than by shares - - -
Docusign Envelope ID: 6E256FB0-691A-83B3-8041-6FB1233F7C7C
c) Warrants/convertible securities/any other instrument that entitles the acquirer to - - -
receive shares carrying voting rights in the TC (specify holding in each category)
acquired/sold
d) Shares encumbered/invoked/released by the acquirer - - -
e) Total (a+b+c+d) 1,55,34,152 0.25% 0.25%
After the acquisition/sale, holding of2:
a) Shares carrying voting rights 8,29,99,358 1.32%3 1.32%3
b) Shares encumbered with the acquirer - - -
c) VRs otherwise than by shares - - -
d) Warrants/convertible securities/any other instrument that entitles the acquirer to - - -
receive shares carrying voting rights in the TC (specify holding in each category)
after disposal
e) Total (a+b+c+d) 8,29,99,358 1.32% 1.32%
Mode of acquisition/sale (e.g., open market/off-market/public issue/rights Open market
issue/preferential allotment/inter-se transfer etc.)
Date of acquisition/sale of shares/VR or date of receipt of intimation of allotment of shares, The transactions took place beginning on May 12, 2026 and ended
whichever is applicable on September 17, 2026, with the reporting being triggered by the
last transaction which occurred on September 17, 2026.
Equity share capital/total voting capital of the TC before the said acquisition/sale 6,27,35,96,631 equity shares of face value ₹2 each3
Equity share capital/total voting capital of the TC after the said acquisition/sale 6,27,35,96,631 equity shares of face value ₹2 each3
Total diluted share/voting capital of the TC after the said disposal 6,30,49,13,407 equity shares of face value ₹2 each 3
(*) Total share capital/voting capital to be taken as per the latest filing done by the company to the Stock Exchange under Clause 35 of the listing Agreement (i.e., the company’s
filing under Regulation 31 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as of June 30, 2026).
(**) Diluted share/voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities/warrants/ESOPs into equity
shares of TC.
Note to the Disclosure:
Note 1
Peak XV Partners Investments VI-1 has also sold some shares and will be filing a separate disclosure under Regulation 29(2) of the Securities and Exchange Board of India
(Substantial Acquisitions of Shares and Takeovers) Regulations, 2011, as amended, in respect of such sale.
Docusign Envelope ID: 6E256FB0-691A-83B3-8041-6FB1233F7C7C
Note 2
Shares of Billionbrains Garage Ventures Limited have been sold by Sequoia Capital Global Growth Fund III – U.S./India Annex Fund, L.P (the “Seller”) through two
transactions between May 12, 2026 and September 17, 2026 (such transactions, collectively, the “Transactions”). In accordance with Regulation 29(2) of the Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”), if there is any change in shareholding or voting
rights from the last disclosure made under Regulation 29(1) or under Regulation 29(2) of the Takeover Regulations, and such change exceeds 2% of total shareholding or voting
rights in the target company, such change must be disclosed. Prior to the first of the Transactions (which was undertaken on May 12, 2026) as on May 11, 2026, the Seller held
9,85,33,510 equity shares of the Target Company which represented 1.57% of the total share/ voting capital. Since May 11, 2026, the Seller has sold 70,02,865 equity shares
of the Target Company on May 12, 2026 and 85,31,287 equity shares of the Target Company on September 17, 2026. The last of such transactions on September 17, 2026 has
triggered the disclosure threshold under Regulation 29(2) of the Takeover Regulations.
Note 3
The paid-up equity share capital of the Target Company has been taken from the shareholding pattern as of June 30, 2026, submitted by Billionbrains Garage Ventures Limited
on the National Stock Exchange of India Limited and BSE Limited. According to the latest shareholding pattern disclosed (as of June 30, 2026) the paid-up equity share capital
of the Company on a non-dilutive basis is 6,27,35,96,631 equity shares and on fully dilutive basis is 6,30,49,13,407 equity shares.
Docusign Envelope ID: 6E256FB0-691A-83B3-8041-6FB1233F7C7C
For and on behalf of
Sequoia Capital Global Growth Fund III –
U.S./India Annex Fund, L.P
Name: A LFRED LIN
Designat
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