Izmo Limited has filed prior intimations for two separate promoter-to-promoter share transfers by way of gift. Mr. Tej Soni will acquire 9.99% of the equity, while Mr. Dinanath Soni will acquire 4.99%. Both transactions are scheduled for completion on or before September 23, 2026.

These inter-se transfers among immediate relatives fall under Regulation 10(1)(a)(i) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Consequently, the acquirers are exempt from making an open offer. No monetary consideration is involved in either transaction.

Transfer Details

Mr. Tej Soni will acquire shares from his mother, Mrs. Shashi Soni, and his sister-in-law, Mrs. Kiran Soni. Mr. Dinanath Soni will acquire his stake solely from Mrs. Shashi Soni.

Mrs. Shashi Soni is the mother of both acquirers. Mrs. Kiran Soni is the sister-in-law of Mr. Tej Soni. All parties are existing promoters of Izmo Limited.

What the Numbers Show

The dual transactions significantly consolidate shareholding within the promoter family structure while reducing the individual holding of Mrs. Shashi Soni.

Mrs. Shashi Soni’s stake will decrease from 14.77% to 9.77% after transferring shares to both sons. Mrs. Kiran Soni’s holding will drop from 16.08% to 6.31% following her transfer to Mr. Tej Soni.

Post-transfer, Mr. Tej Soni will hold a 9.99% stake, and Mr. Dinanath Soni will hold a 4.99% stake. This restructuring keeps the total promoter group holding intact while shifting individual ownership proportions among immediate relatives.

Regulatory Compliance

The disclosures confirm compliance with Chapter V of the SEBI SAST Regulations, 2011. The acquirers have declared that all conditions for the exemption under Regulation 10(1)(a) have been met. Since the transfers are 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