The promoter group of PNC Infratech Limited has announced a significant internal transaction involving the off-market transfer of 1,96,08,000 equity shares (totaling 7.64% of the share capital). This transfer is occurring between members of the promoter group pursuant to the partition of three Hindu Undivided Families (HUF) acting as Transferors. The transaction involves no monetary consideration (price is Nil) and is reported under Regulation 10(5) of the Takeover Regulations.
Announcement of Promoter Group Share Transfer
On March 3, 2026, the promoters of PNC Infratech Limited formally notified the stock exchanges about a proposed inter-se transfer of shares among the promoter group. This transaction is specifically structured as an off-market transfer, detailed under Regulation 10(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
Transaction Details and Rationale
The core of the announcement details the acquisition of an aggregate of 1,96,08,000 equity shares, representing 7.64% of the Target Company’s total share capital. The Transferees—Meena Jain, Chakresh Kumar Jain, Madhavi Jain, and Ashita Jain—are acquiring these shares from the Transferors: Pradeep Kumar Jain HUF, Chakresh Kumar Jain HUF, and Yogesh Kumar Jain HUF.
The stated rationale for the transfer is that it is being executed pursuant to the partition of the respective Transferors (HUF entities). Crucially, the acquisition price for these shares is stated as Nil, confirming the nature of the transaction as a non-consideration transfer among related parties.
Share Allocation Breakdown
The proposed allocation of the 1,96,08,000 shares (7.64%) is distributed as follows:
- Madhavi Jain acquires 72,56,500 shares (2.83%) from Chakresh Kumar Jain HUF.
- Chakresh Kumar Jain acquires 20,00,000 shares (0.78%) from Chakresh Kumar Jain HUF.
- Meena Jain acquires 52,50,000 shares (2.05%) from Pradeep Kumar Jain HUF.
- Ashita Jain acquires 51,01,500 shares (1.99%) from Yogesh Kumar Jain HUF.
Shareholding Pre and Post-Transfer
The transaction results in a restructuring of the shareholding percentages among the Transferees. The combined holding of the Transferees and Persons Acting in Concert (PACs), excluding the Transferors, will see an aggregate increase in direct holdings for individuals:
| Transferee | Before Transaction (Shares) | % w.r.t. Total Share Capital | After Transaction (Shares) | % w.r.t. Total Share Capital |
|---|---|---|---|---|
| Chakresh Kumar Jain | 25,14,000 | 0.98% | 45,14,000 | 1.76% |
| Madhavi Jain | 1,79,98,500 | 7.02% | 2,52,55,000 | 9.84% |
| Meena Jain | 74,26,500 | 2.89% | 1,26,76,500 | 4.94% |
| Ashita Jain | 78,73,500 | 3.07% | 1,29,75,000 | 5.06% |
The combined holdings of the Members of the promoter group other than the Transferors remain static at 8,84,20,500 shares (34.46%) before and after the transaction, as the deal is purely internal to the broader promoter family structure.
Compliance and Pricing Information
Since the transaction is without consideration (price is Nil), the 25% price ceiling requirement under the regulations is declared as not applicable/not breached. Furthermore, the announcement includes confirmations that all necessary prior disclosures under the Takeover Regulations for the years 2023, 2024, and 2025 regarding the absence of encumbrances on the shares have been duly submitted to the exchanges.
The notice confirms compliance with the exemption under Regulation 10(1)(a)(ii). For context on frequently traded securities, the VWAP for the preceding 60 trading days prior to the notice date was INR 234.80 on the NSE.
Source: BSE
