Izmo Limited has filed a prior intimation with stock exchanges regarding a proposed acquisition of 14,96,257 equity shares, representing 9.99% of its total share capital, by Mr. Tej Soni. The transaction is structured as a gift from immediate relatives within the promoter group and is scheduled for completion on or before September 23, 2026.

The acquisition falls under Regulation 10(1)(a)(i) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, exempting the acquirer from making an open offer. The transfer involves no monetary consideration, as it is an inter-se transfer among promoters who are immediate relatives.

Transfer Details

Mr. Tej Soni will acquire the shares from two promoters:

Mrs. Shashi Soni is the mother of Mr. Tej Soni, while Mrs. Kiran Soni is his sister-in-law. Both transferors are existing promoters of Izmo Limited.

What the Numbers Show

The transaction significantly consolidates shareholding within the promoter family structure. Mrs. Kiran Soni’s stake will decrease from 16.08% to 6.31%, while Mrs. Shashi Soni’s holding remains largely unchanged, dropping marginally from 14.99% to 14.77%. Mr. Tej Soni, who previously held no disclosed shares in the filing, will emerge as a significant shareholder with a 9.99% stake post-transfer. This restructuring keeps the total promoter group holding intact while shifting individual ownership proportions among immediate relatives.

Regulatory Compliance

The disclosure confirms compliance with Chapter V of the SEBI SAST Regulations, 2011. The acquirer has declared that all conditions for the exemption under Regulation 10(1)(a) have been met. Since the transfer is by way of gift, volume-weighted average market price calculations are not applicable.

Izmo Limited has published a public notice regarding its proposal to voluntarily delist equity shares from the Calcutta Stock Exchange Limited (CSE). The notice was issued on September 2, 2026, in compliance with Regulation 6(1)(c) of the SEBI (Delisting of Equity Shares) Regulations, 2021. Shareholders will vote on this special resolution at the company’s 31st Annual General Meeting scheduled for September 25, 2026.

The public notice was published in Business Standard (English and Hindi editions) and Dainik Jugashankha (Kolkata edition). This step follows the Board’s approval of the delisting proposal on August 14, 2026. The company states that while its shares were delisted from regional exchanges nearly two decades ago due to inactive trading, they remain reflected as listed in CSE records. A fresh voluntary delisting application aims to avoid potential litigation and commercial uncertainty following a compliance notice from CSE in January 2024.

AGM Details and Voting

Shareholders holding shares as on the cut-off date of September 18, 2026, are eligible to vote. Remote e-voting will commence on Tuesday, September 22, 2026, at 9:00 am and conclude on Thursday, September 24, 2026, at 5:00 pm. The Register of Members and Share Transfer Books will remain closed from September 18 to September 25, 2026.

Director Reappointments

The Board proposes the reappointment of Mr. Sanjay Soni as Managing Director, who retires by rotation. Additionally, shareholders are asked to approve the reappointment of Mrs. Kiran Soni as Whole-time Director and Chief Financial Officer for a three-year term from September 27, 2026, to September 26, 2029.

Mrs. Soni’s proposed remuneration includes a monthly salary of ₹4,00,000 and a commission not exceeding 1% of net profits. This represents an increase from her previous monthly salary of ₹3,00,000. The explanatory statement notes that while the company is profitable on a consolidated basis, standalone profits are inadequate, necessitating adherence to Schedule V limits under the Companies Act, 2013.

No Exit Opportunity Required

Izmo emphasizes that its shares remain actively listed on BSE Limited and the National Stock Exchange of India Limited. Consequently, no exit opportunity is required for shareholders under SEBI delisting regulations, as the equity shares will continue to be traded on these nationwide exchanges.

What the Numbers Show

The proposed remuneration structure for Mrs. Kiran Soni highlights a reliance on performance-linked incentives. With a base salary increase from ₹3,00,000 to ₹4,00,000 per month and a commission cap of 1% of net profits, the compensation package ties executive rewards directly to profitability. This structure aligns management interests with shareholder returns, particularly given the disclosure that standalone profits are currently inadequate to fully support higher fixed remuneration without regulatory constraints.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE848A01014/4c8a5fb1-0b02-4762-b0fe-2043a327a22c.pdf