SG Mart Limited has announced a substantial acquisition disclosure under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 for the proposed transfer of equity shares by way of gift between immediate relatives. The transaction involves the transfer of 4,42,00,000 equity shares of face value ₹1/- each, representing 35.08% of the company's total paid-up equity share capital.

Transaction Details

The proposed share transfer is structured as an inter-se transfer amongst immediate relatives, with Mr. Sameer Gupta as the acquirer. The transaction involves two separate transfers scheduled to occur on or after May 7, 2026.

Share Transfer Breakdown

The acquisition involves transfers from two existing promoters to Mr. Sameer Gupta:

Shareholding Pattern Changes

The transaction will significantly alter the shareholding structure of the company. Before the proposed transaction, Mr. Sameer Gupta holds no shares in the company, while post-transaction he will hold 35.08% of the total equity.

Regulatory Compliance

The proposed acquisition is covered under the exemption provided in Regulation 10(1)(a)(i) of the SAST Regulations, which allows inter-se transfers between immediate relatives without triggering open offer requirements. The company has confirmed that no consideration is involved in this transaction as the shares are being transferred by way of gift.

Following completion of the transaction, Mr. Sameer Gupta will be classified as a Promoter of the company in accordance with Regulation 31A(6)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The acquirer has declared compliance with all applicable disclosure requirements under Chapter V of the SEBI (SAST) Regulations, 2011 during the three years prior to the proposed acquisition date.

Family Restructuring Initiative

The rationale for the proposed transfer has been described as part of a private family restructuring. The transaction represents a consolidation of shareholding within the immediate family, with Mr. Sameer Gupta, as the father and husband respectively, acquiring shares from his son and wife. The disclosure was signed and submitted on April 27, 2026, from Delhi, indicating the formal commencement of the regulatory notification process.

SG Mart Limited has submitted its mandatory compliance certificate under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended March 31, 2026. The certificate was filed with both the National Stock Exchange of India Limited and BSE Limited on April 9, 2026.

Regulatory Compliance Details

The certificate, dated April 8, 2026, was issued by MCS Share Transfer Agent Limited, which serves as the company's registrar and share transfer agent. The submission fulfills the mandatory quarterly reporting requirement under SEBI regulations for depositories and participants.

Certificate Confirmation

MCS Share Transfer Agent Limited confirmed that all securities received from depository participants for dematerialization during the quarter ended March 31, 2026 were properly processed and confirmed to the depositories. The registrar also verified that:

• Securities comprised in the certificates have been listed on stock exchanges where earlier issued securities are listed
• Security certificates received for dematerialisation have been mutilated and cancelled after due verification
• Names of depositories have been substituted in the register of members as registered owners within the prescribed 15-day timeframe

Company Information

SG Mart Limited, formerly known as Kintech Renewables Limited, maintains its registered office in Delhi and corporate office in Noida, Uttar Pradesh. The compliance certificate was signed by Sachin Kumar, Company Secretary & Compliance Officer, ensuring adherence to regulatory requirements for the fourth quarter of fiscal year 2026.