Armaan Amit Trust has initiated an inter-se transfer of 61,593,562 equity shares of Madhav Infra Projects Limited from fellow promoter Mr. Ashok Madhavdas Khurana. The proposed acquisition, executed via a Gift Deed, is scheduled to take place on or after August 12, 2026. This restructuring within the promoter group aims to consolidate holdings without altering the total promoter stake in the company, thereby triggering no open offer obligation under SEBI regulations.

The transaction has been reported to BSE Limited under Regulation 10(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The acquirer, Armaan Amit Trust, relies on the exemption provided under Regulation 10(1)(a)(ii), which permits transfers among qualifying persons who have been named as promoters in the shareholding pattern for at least three years prior to the proposed acquisition. Mr. Amit Ashok Khurana, Trustee of Armaan Amit Trust, signed the intimation filed on August 05, 2026.

Transaction Details

The proposed transfer involves a significant shift in individual promoter holdings while maintaining the collective promoter interest. The key parameters of the transaction are outlined below:

Impact on Shareholding Pattern

Following the completion of the proposed acquisition, the shareholding structure of the involved parties will be adjusted significantly. Armaan Amit Trust’s holding will increase from 8,13,60,000 shares (30.18%) to 14,29,53,562 shares, representing 53.03% of the total share capital. Conversely, Mr. Ashok Madhavdas Khurana’s holding will reduce from 7,57,16,940 shares (28.08%) to zero. The total aggregate shareholding of the promoters remains unchanged post-transaction.

What the Numbers Show

The consolidation of shares into Armaan Amit Trust results in a majority stake exceeding 50%, specifically reaching 53.03%. This structural change centralizes control within a single trust entity rather than being distributed across multiple individual promoters. Since the transfer is by way of gift and occurs between existing long-term promoters, it does not alter the effective control of the company or trigger market-based pricing mechanisms such as volume-weighted average price calculations. The exemption ensures that minority shareholders are not subjected to an open offer, as the overall promoter influence remains constant.

Madhav Infra Projects Limited has notified the stock exchanges of a proposed inter-se transfer of 54,34,764 equity shares, representing a 2.016% stake in the company, executed via a Gift Deed among its promoters. The transaction, filed on August 5, 2026, involves Mrs. Neelakshi Amit Khurana acquiring the shares from Mr. Ashok Madhavdas Khurana. As this is a transfer within the promoter group, there will be no change in the total shareholding percentage of the promoters post-transaction.

The acquisition is structured under Regulation 10(1)(a)(ii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, which exempts qualifying persons—specifically those named as promoters in the shareholding pattern for not less than three years prior to the proposed acquisition—from making an open offer. The filing confirms that both the transferor and transferee have complied with applicable disclosure requirements under Chapter V of the Takeover Regulations during the preceding three years.

Transaction Details

The key parameters of the proposed inter-se transfer are outlined below:

Since the transfer is by way of gift, the volume-weighted average market price and price determination clauses under Regulation 8 are not applicable. The acquirer has declared that all conditions specified under Regulation 10(1)(a) regarding exemptions have been duly complied with.

Impact on Shareholding Pattern

The transaction will alter the individual shareholding positions of the involved promoters while keeping the aggregate promoter group holding constant. Prior to the transaction, Mrs. Neelakshi Amit Khurana held 80,43,120 shares (2.984%), while Mr. Ashok Madhavdas Khurana held 7,57,16,940 shares (28.087%).

Following the completion of the gift deed, Mrs. Neelakshi Amit Khurana’s holding is expected to rise to 1,34,77,884 shares, representing a 5.00% stake. Conversely, Mr. Ashok Madhavdas Khurana’s shareholding will reduce to zero shares (0.00%). The filing was signed by Mrs. Neelakshi Amit Khurana in Vadodara on August 5, 2026.