Bodhtree Consulting Limited has announced an inter-se transfer of 30,00,000 equity shares, representing 13.72% of the diluted share capital, from promoter Mr. Santosh Kumar Vangapally to M/s. Feature AI Digitals Private Limited. This transaction is intended for consolidation under a corporate holding structure and does not alter the ultimate ownership or control of the promoter group. The acquisition price was set at Rs. 14 per share, with the transfer occurring on August 31, 2026.
Promoter Group Share Transfer
In a significant internal restructuring, Mr. Santosh Kumar Vangapally, a promoter of Bodhtree Consulting Limited, has transferred 30,00,000 equity shares to M/s. Feature AI Digitals Private Limited. This transaction accounts for 13.72% of the company’s diluted share capital. The transfer is scheduled to be completed on August 31, 2026, and the acquisition price for these shares is set at Rs. 14 per share.
Strategic Rationale and Ownership
The primary rationale behind this inter-se transfer is to consolidate shareholding under a corporate holding structure. M/s. Feature AI Digitals Private Limited is an entity in which Mr. Santosh Kumar Vangapally holds a 75% stake and exercises exclusive control. While this transaction leads to a change in the direct shareholding percentages of the entities involved, it is explicitly stated that there will be no change in the ultimate ownership or control of the promoter group over Bodhtree Consulting Limited. This move is part of an ongoing strategy within the promoter group.
Acquisition Details and Exemption
The acquirer, M/s. Feature AI Digitals Private Limited, is associated with the promoter group and has been declared as part of the promoter group by virtue of its relationship with Mr. Santosh Kumar Vangapally. The acquisition price of Rs. 14 per share is well within the permissible limits and is lower than the frequently traded volume-weighted average market price of Rs. 16.20 per share for the preceding 60 trading days. The transaction qualifies for an exemption from making an open offer under Regulation 10(1)(a)(iii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as it is an inter-se transfer within the promoter group.
Shareholding Post-Transaction
Following the proposed transfer, M/s. Feature AI Digitals Private Limited’s shareholding in Bodhtree Consulting Limited will stand at 30,00,000 shares, representing 13.72% of the total share capital. Conversely, Mr. Santosh Kumar Vangapally’s direct shareholding will decrease to 10,00,000 shares, constituting 4.57% of the total share capital. Prior to this transaction, Feature AI Digitals Private Limited held no shares, and Mr. Vangapally held 40,00,000 shares (18.29%).
Source: BSE
