Joindre Capital Services Limited announced an inter-se transfer of equity shares within its promoter group. Mrs. Sandhya Agarwal will acquire approximately 4.70% of the company’s paid-up equity share capital through two transactions: a gift of 5,50,000 shares from Mr. Subhash Agarwal and 1,00,000 shares from Subhash Agarwal HUF. These transactions are exempt from open offer obligations under SEBI regulations as they are among immediate relatives and promoters.
Joindre Capital Services Limited: Promoter Group Share Transfer
Joindre Capital Services Limited has formally informed the stock exchanges about a significant inter-se transfer of equity shares within its promoter group. The transactions involve Mrs. Sandhya Agarwal acquiring a substantial stake, amounting to approximately 4.70% of the company’s total paid-up equity share capital.
Details of the Share Transfer
The acquisition by Mrs. Sandhya Agarwal, a member of the Promoter/Promoter Group, will occur through two primary transactions:
- A gift of 5,50,000 equity shares from Mr. Subhash Agarwal, who is also a part of the Promoter/Promoter Group and Mrs. Agarwal’s husband.
- A transfer of 1,00,000 equity shares from Subhash Agarwal HUF, following the partition of the Hindu Undivided Family (HUF).
Regulatory Exemptions and Rationale
These proposed acquisitions are classified as inter-se transfers among persons belonging to the Promoter/Promoter Group. Consequently, they are exempt from the obligation to make a public open offer under Regulations 3 and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The exemption is specifically invoked under Regulation 10(1)(a)(i) and (ii) of the SAST Regulations. This applies because the transfer involves immediate relatives and individuals who have been named as promoters in the company’s shareholding pattern for at least three years prior to the proposed acquisition.
The aggregate shareholding of the Promoter and Promoter Group remains unchanged before and after these proposed transfers.
Shareholding Impact
Following the transactions, Mrs. Sandhya Agarwal’s shareholding will increase from 0.91% to 5.60%. Mr. Subhash Agarwal’s holding will decrease from 4.09% to 0.11%, and Subhash Agarwal HUF will have no shares (0.00% from a previous 0.72%). The total shareholding of the Promoter group remains constant at 5.71% before and after the transfer.
The proposed date of acquisition is on or after November 9, 2026.
Source: BSE