Dishman Carbogen Amcis Limited has announced an inter-se transfer of equity shares among its promoter and promoter group members. Aanya AG will acquire the entire shareholding of Adimans Technologies LLP, representing 59.32% of the company’s paid-up share capital. This transaction is exempt from an open offer under SAST Regulations. The overall promoter group shareholding remains unchanged.
Dishman Carbogen Amcis: Promoter Group Share Transfer
Dishman Carbogen Amcis Limited has disclosed a significant transaction involving its promoter and promoter group. The company received an intimation regarding the execution of a Share Purchase Agreement (SPA) dated October 28, 2026, between Aamanya AG (the “Acquirer”) and Adimans Technologies LLP (the “Seller”). Both entities are members of the promoter and promoter group of Dishman Carbogen Amcis.
Transaction Details
Pursuant to the SPA, the Seller, Adimans Technologies LLP, has agreed to sell its entire shareholding in Dishman Carbogen Amcis to the Acquirer, Aamanya AG. This transaction involves the transfer of 9,30,02,442 (nine crores thirty lakhs two thousand four hundred and forty-two) equity shares, which represents 59.32% (fifty-nine point three two percent) of the company’s total paid-up share capital. The transfer is to be effected by way of a block deal.
Regulatory Compliance and Impact
The company notes that this is an inter-se transfer of equity shares amongst the Promoter and Promoter Group. As such, it is exempt from making an open offer under Regulation 10(1)(a)(ii) of the SEBI (Substantial Acquisition of Shares and Takeovers), 2011 (“SAST Regulations”). The disclosure is made in compliance with Regulation 30A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
There will be no change in the overall shareholding of the Promoter Group pursuant to this transaction. The company also stated that there is no impact on the management or control of the Company, as the realignment ensures that management and control will continue to reside with the Promoter Group. Dishman Carbogen Amcis adheres to high standards of corporate governance and is making this disclosure for transparency.
Key Terms of the Agreement
The closing of the SPA is subject to certain customary conditions precedent, including obtaining any required regulatory approvals. Following the completion of the transfer, the Seller will hold NIL shareholding, while the Acquirer will hold 59.32% of the company’s paid-up share capital.
The consideration payable by the Acquirer will be discharged on the closing date, determined as per the Block Deal Circular dated December 30, 2024, and as amended by SEBI circular dated October 8, 2025. Both parties have provided customary representations and warranties. Any disputes arising from the SPA will be resolved by arbitration in Ahmedabad, Gujarat.
The disclosure also clarifies that the transaction does not involve the issuance of new shares and is not considered a related party transaction for the company itself, as Dishman Carbogen Amcis is not a party to the share purchase agreement.
Source: BSE
