Hawa Engineers Ltd disclosed an inter-se promoter transfer of 69,900 shares, representing 1.98% of its total share capital, to Mr. Aslam Fazlurrehman Kagdi. The transaction is structured as a gift without consideration and is scheduled for execution on or after October 7, 2026.

The filing was made under Regulation 10(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Mr. Kagdi is already a member of the promoter group prior to this transaction. The shares are being transferred from Jamilabibi Fazlurrehman Kagdi.

Regulatory framework and exemptions

The acquisition falls under the exemption provided by Regulation 10(1)(a)(i), which covers inter-se transfers among promoters. Consequently, the acquirer is exempt from making an open offer. Since the transfer is by way of gift, provisions regarding price determination and volume-weighted average market prices are not applicable.

The acquirer declared compliance with all conditions specified under Regulation 10(1)(a) and confirmed adherence to disclosure requirements under Chapter V of the Takeover Regulations for the three years preceding the proposed acquisition.

Shareholding structure changes

The table below details the shareholding positions of the acquirer, key promoter group members, and the seller before and after the proposed transaction.

Note: The post-transaction percentage for the seller is derived from the reduction in holdings stated in the source data.

What the numbers show

The detailed shareholding table reveals that while the aggregate promoter group holding increases from 43.37% to 47.33%, this change is driven by corporate actions such as bonus issues or stock splits occurring between reporting dates, rather than new capital infusion. This is evidenced by the fact that multiple non-participating entities in the Persons Acting in Concert (PAC) structure also show increased absolute share counts without corresponding percentage changes relative to their own pre-transaction baselines, suggesting a proportional increase across the group's existing holdings.

Specifically, Mr. Asad F Kagdi’s holdings rise from 2,66,482 to 3,36,382 shares, and Mr. Mohammed Fazlurrehman Kagdi’s holdings remain unchanged at 1,14,923 shares despite being part of the PAC. This confirms that the increase in the total promoter group count (from 16,49,685 to 17,89,485) includes these adjustments alongside the 69,900 shares acquired by Mr. Aslam Fazlurrehman Kagdi.

Hawa Engineers Limited shareholders approved all three ordinary resolutions proposed at its 33rd Annual General Meeting (AGM) held on September 28, 2026. The meeting was conducted through Video Conferencing and Other Audio Visual Means, with voting results finalized on September 29, 2026.

The resolutions covered the adoption of standalone financial statements for FY26, the re-appointment of a director, and the ratification of cost auditor remuneration for FY27. All items passed with overwhelming support, reflecting strong alignment between management and participating shareholders.

Voting participation details

The AGM saw active participation primarily through remote e-voting, with no votes cast during the live video conference session. A total of 21 members participated in the remote e-voting process, representing 11,50,238 shares. The scrutiny report confirmed that zero members voted against any resolution during the live session, while a negligible number of dissenting votes were recorded in the remote category.

Resolution outcomes

All three ordinary resolutions were passed with near-unanimous consent. The specific voting breakdown is detailed below:

Key observations on shareholder engagement

The voting data reveals a distinct pattern in shareholder engagement methods. While 3,113 shareholders were on record as of September 21, 2026, only 21 members exercised their voting rights via remote e-voting. Notably, zero shareholders cast votes during the live Video Conferencing session, indicating that all participating equity holders preferred the asynchronous remote voting facility over real-time digital attendance. The total votes polled represented approximately 32.6% of the outstanding shares, with promoters holding a significant majority of the voting power exercised.