Sainik Finance & Industries promoters have proposed an inter se transfer of 13,16,066 equity shares, representing 12.10% of the total share capital. The off-market transaction is priced at ₹40.62 per share.

The filing under Regulation 10(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, discloses that the proposed acquisition will occur on or after September 7, 2026. This date follows the mandatory four-working-day window from the intimation issued on September 1, 2026.

Transaction Structure

The transfer involves seven acquirers and eight sellers within the promoter group. Key participants include Vir Sen Sindhu, Vritpal Sindhu, and Sarvesh Sindhu as primary acquirers. Sellers include Indu Solanki, Yuvraj Singh Solanki, and Capt. Kuldeep Singh Solanki (HUF).

Pricing and Regulatory Compliance

The acquisition price of ₹40.62 per share is based on an independent registered valuer’s assessment for infrequently traded shares, which determined a base price of ₹37.76 per share. The company declared that the acquisition price does not exceed 25% above this computed value.

The transaction falls under the exemption provided by Regulation 10(1)(a)(ii) of the SEBI SAST Regulations, 2011, as it constitutes an inter se transfer among promoters. Consequently, no open offer is required.

What the Numbers Show

The aggregate promoter holding remains unchanged at 70.25% before and after the transaction. While individual stakes shift significantly—for instance, Sarvesh Sindhu’s holding rises from 8.46% to 11.70%—the consolidated control structure of the target company remains stable. The non-promoter promoter group (PACs other than acquirers and sellers) retains its stake of 25.70%, indicating the restructuring is confined strictly to the active promoter circle.

Sainik Finance & Industries reported a net profit of ₹92.21 lakh for the quarter ended June 30, 2026, marking a decline of 2.47% from ₹94.56 lakh in Q1FY25. The bottom-line contraction occurred despite a robust 22.08% expansion in revenue from operations to ₹441.93 lakh, driven primarily by higher interest income. Concurrently, the company’s Board of Directors underwent significant changes on August 12, 2026, accepting the resignation of Non-Executive Director Kuldeep Singh Solanki and appointing Somvir Sindhu as an Additional Director.

The financial results were reviewed by statutory auditors M/s. Kumra Bhatia & Co. and approved by the Board on August 12, 2026. Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Sainik Finance & Industries Limited notified BSE Limited regarding these governance shifts. Solanki’s resignation letter, dated August 4, 2026, cited other preoccupations as the sole reason for his departure, confirming no material disagreements. Consequently, he ceased to be a member of the Stakeholders Relationship Committee and the Corporate Social Responsibility Committee.

Financial Performance Highlights

Total income rose to ₹442.02 lakh from ₹361.99 lakh in Q1FY25. This growth was partially offset by rising finance costs, which increased to ₹270.52 lakh from ₹227.81 lakh in the corresponding period last year. Employee benefits expense also saw a slight increase to ₹25.32 lakh from ₹22.79 lakh. Other income remained negligible at ₹0.09 lakh.

Profit before tax improved significantly by 33.63% to ₹123.23 lakh, aided by deferred tax benefits of ₹1.49 lakh. However, current tax expenses remained substantial at ₹32.51 lakh. Earnings per share (basic and diluted) stood at ₹0.85, down from ₹0.87 in Q1FY25.

Governance Changes

Somvir Sindhu was appointed as a Non-Executive Additional Director effective August 12, 2026. His appointment is subject to regularization by shareholders at the ensuing 34th Annual General Meeting (AGM). Sindhu holds a graduation degree and has over 10 years of experience in coal mining, mining logistics, coal beneficiation, power generation, and real estate through his family business interests. He is not related to any existing director of the company. The Board reconstituted the Stakeholders Relationship Committee and Corporate Social Responsibility Committee to reflect these changes. The company’s paid-up equity share capital remains unchanged at ₹1,088.00 lakh.

What the Numbers Show

The divergence between strong top-line growth of 22.08% and marginal net profit decline highlights margin pressure from rising finance costs. While interest income grew robustly, finance costs increased by nearly 18.7%, suggesting that the cost of funds or borrowing volume may have risen disproportionately to lending assets. Impairment charges decreased to ₹5.93 lakh from ₹9.30 lakh, indicating slight improvement in asset quality, though this remains a key risk factor.