Saraf and Partners acted as legal counsel to OfBusiness on its acquisition of the entire business of Elixir Extracts, a Kerala-based manufacturer and exporter of spice oleoresins, essential oils, herbal extracts, and encapsulated powders. The firm’s responsibilities included:
- Legal Due Diligence: Comprehensive review of corporate records, contracts, licenses, and regulatory compliances related to Elixir’s business operations.
- Deal Structuring: Advising on structure and terms of the slump sale, including allocation of considerations and transfer of assets and liabilities.
- Transaction Documentation: Drafting and negotiating the sale agreement, assignment deeds, and ancillary documentation.
- Regulatory Advisory: Coordinating filings and ensuring compliance under the Companies Act and applicable sector-specific regulations.
- Closing Assistance: Facilitating completion of conditions precedent and post-closing formalities.
The core transaction team was led by Partners Sahil Arora and Akshay Jain, with support on real estate aspects from Senior Partner Saroj Kumar Jha and Partner Designate Vikram Gupta.
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Deal Overview
| Feature | Details |
|---|---|
| Acquirer/Issuer | OfBusiness |
| Target | Entire business of Elixir Extracts (slump sale) |
| Transaction Type | Slump sale (business transfer) |
| Sector | Food Ingredients & Nutraceuticals |
| Deal Value | Undisclosed |
| Stake Acquired | 100% of the specified business |
| Status | Completed |
| Regulatory Approvals | Subject to customary filings under Companies Act and sector regulations |
Strategic Significance
This acquisition marks OfBusiness’ entry into the food ingredients and nutraceuticals sector, expanding its B2B raw material ecosystem beyond industrial commodities. By integrating Elixir’s product portfolio and manufacturing capabilities, OfBusiness can offer a wider range of specialty ingredients to its existing network of SMEs, enhancing supply chain depth and customer solutions.
Why It Matters
- Sector Diversification: The deal exemplifies how fintech-driven procurement platforms are moving into adjacent sectors to broaden service offerings and lock in new revenue streams.
- M&A Complexity: The slump sale structure underscores the need for precise legal structuring to ensure seamless transfer of business assets and liabilities, as well as compliance with regulatory norms.
- Supply Chain Impact: For legal and business professionals, the transaction highlights growing consolidation in the nutraceutical and food ingredient space, driven by rising demand for health and wellness products in domestic and export markets.
This “Deal Alert” provides insight into the evolving intersection of fintech platforms and food-ingredient manufacturing, offering a blueprint for similar acquisitions in emerging B2B sectors.
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