Madhav Infra Projects Limited has notified stock exchanges of a proposed inter-se transfer of 7,57,16,940 equity shares within its promoter group, executed via gift deed. The restructuring involves Mr. Ashok Madhavdas Khurana transferring his entire direct holding to Mr. Amit Ashok Khurana, Mrs. Neelakshi Amit Khurana, and Armaan Amit Trust. Scheduled for execution on or after August 12, 2026, the transaction consolidates voting power among specific promoter entities while leaving the total aggregate shareholding of the promoters unchanged, ensuring stability in the company’s control structure.

The filing was submitted under Regulation 10(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The acquisition qualifies for an exemption from making an open offer under Regulation 10(1)(a)(ii), as all parties are qualifying persons named as promoters in the shareholding pattern for not less than three years prior to the proposed acquisition. The transfer involves no consideration, as it is an internal realignment of assets within the promoter family.

Transaction Details

The core details of the proposed acquisition are outlined below:

Impact on Shareholding Pattern

While the individual holdings of the involved parties will shift significantly, the consolidated position of the promoter group remains static. Prior to this transaction, Mr. Ashok Madhavdas Khurana held 7,57,16,940 shares, constituting 28.087% of the total share capital. Following the gift deed execution, his direct holding will reduce to zero.

Conversely, the acquiring entities will see substantial increases in their direct stakes. Mr. Amit Ashok Khurana will acquire 86,88,614 shares (3.223%), increasing his holding from 47,91,240 shares (1.777%) to 1,34,79,854 shares (5.00%). Mrs. Neelakshi Amit Khurana will receive 54,34,764 shares (2.016%), raising her stake from 80,43,120 shares (2.984%) to 1,34,77,884 shares (5.00%). Armaan Amit Trust will acquire the largest portion, 6,15,93,562 shares (22.848%), increasing its holding from 8,13,60,000 shares (30.180%) to 14,29,53,562 shares (53.03%).

What the Numbers Show

The structural nature of this transaction highlights a consolidation of voting power within specific promoter entities without diluting the group's overall influence. By utilizing a gift deed, the transfer avoids market price discovery mechanisms, which is standard for intra-family or intra-promoter group restructuring. The exemption under Regulation 10(1)(a)(ii) confirms that the regulatory framework views this as a non-market-driven adjustment that does not alter the effective control dynamics of Madhav Infra Projects Limited . Investors should note that while the individual promoter stakes change, the total promoter holding percentage remains constant, implying no immediate change in corporate governance control or external threat of takeover.

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.