Members of the Jain family and associated family trusts, who are promoters of Endurance Technologies Limited, executed an Inter Se Shareholders’ Agreement on February 11, 2026. This agreement outlines mutual rights and obligations concerning the transfer and transmission of company shares. The primary goal is to ensure continuity and stability in ownership structure and prevent future disputes among the promoter group members. The Company itself is not a party to this private pact.
Execution of Private Shareholder Agreement
Endurance Technologies Limited has disclosed the execution of an Inter Se Shareholders’ Agreement (the “Agreement”) by key promoter entities within the promoter group. The agreement was entered into on February 11, 2026, among various members of the Jain Family and related Family Trusts.
Parties Involved in the Agreement
The parties entering into the Agreement, who are promoters/members of the promoter group, are identified as:
- The “Jain Family”: Comprising Anurang Jain (“Anurang”), Varsha Jain (“Varsha”), Rhea Jain Kapoor (“Rhea”), and Rohan Jain (“Rohan”).
- The “Family Trusts”: NC Trust, Anurang Rhea Trust, and Anurang Rohan Trust, each acting through their respective trustees.
It is specifically noted that the Company itself is not a party to this Agreement.
Key Terms and Provisions of the Agreement
The purpose of the Agreement is to define the mutual rights and obligations governing the transfer and transmission of the Company’s shares, aiming to ensure ownership stability and avoid potential future conflicts. Key provisions include:
Transfer Restrictions and Conditions
- General Prohibition: No party can transfer or encumber their shareholding in contravention of the Agreement’s conditions, with Anurang (individually or as a trustee) being the primary exception. Any non-compliant transfer is deemed null and void.
- Intra-Family Transfers: Gift or transfer without monetary consideration is restricted only to identified classes of family members and trusts, unless prior consent from the surviving Jain Family members is obtained.
- Sale Provisions: Sales are primarily permitted only among the parties to the Agreement. A party may sell shares to a third party only in the event of an emergency or for the purpose of setting up a new business, provided the internal sale contemplated under the Agreement is not consummated.
- Control Threshold: Upon the demise of Anurang, the parties collectively must maintain a minimum holding of 51% (fifty-one percent) of the Company’s share capital.
- Testamentary Bequests: Shares can only be bequeathed to identified classes of family members and/or family trusts as per the Agreement terms.
Governance and Authority
- Voting Rights: Parties must exercise their voting rights in a manner that does not defeat any provisions of the Agreement, subject to applicable law and Articles of Association.
- Amendment/Termination: Anurang solely holds the authority to amend the Agreement or unilaterally terminate it (subject to applicable law). Post-Anurang’s demise, any amendment requires the consent of all parties, and termination cannot occur unilaterally.
Impact on the Company
The Agreement does not impact the management or control of the Company, nor does it impose any new restrictions or liabilities upon the Company itself. Furthermore, it does not contemplate any change in the existing Board of Directors or Key Managerial Personnel.
Source: BSE
