Sajid Siraj Malik, a promoter of ventura guaranty , has acquired 5,20,000 equity shares of ₹10 each, constituting 13.49% of the company’s paid-up equity share capital, through off-market transmission. The acquisition was made from his late mother, Late Mrs. Saroja Malik, who was also a promoter of the company. This transaction results in a significant increase in Malik’s individual holding but leaves the aggregate stake of the promoter and promoter group unchanged, as the transfer occurred within the group.

The disclosure was filed with BSE Limited on July 28, 2026, pursuant to Regulation 29(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The filing confirms that the transaction is exempt from making an open offer under Regulation 10(1)(g) of the SEBI SAST Regulations, which covers transfers among promoters or the promoter group. Consequently, no prior disclosure under Regulation 10(5) was required for this specific transaction. The date of acquisition is recorded as July 27, 2026.

Prior to this acquisition, Sajid Siraj Malik held 6,67,500 shares, representing 17.32% of the total share capital. Late Mrs. Saroja Malik held 5,20,000 shares, accounting for 13.49% of the total share capital. Following the transmission, Malik’s holding stands at 11,87,500 shares, or 30.81% of the total share capital. Mrs. Malik’s holding is now zero as the shares have been fully transmitted.

Shareholding Changes

The regulatory filing underscores that while individual holdings within the promoter group have shifted, the consolidated control structure of Ventura Guaranty Limited remains stable. The exemption under Regulation 10(1)(g) ensures that such internal transmissions do not trigger open offer obligations, provided the aggregate holding of the promoter group does not increase beyond its existing level. This procedural compliance maintains transparency with stock exchange regulators while facilitating smooth succession planning within the promoter family.

The National Company Law Tribunal (NCLT), Mumbai Bench, has sanctioned the merger of Ventura Allied Services Private Limited (VASPL) with Ventura Guaranty Limited subsidiary Ventura Securities Limited (VSL). The order, pronounced on July 21, 2026, approves the Scheme of Amalgamation effective from the Appointed Date of April 1, 2024.

The merger aims to simplify the group structure and ensure compliance with Rule 8(1)(f) and 8(3)(f) of the Securities Contracts (Regulation) Rules, 1957. These rules require delinking investments in wholly owned subsidiaries that are not incidental to the securities business. The consolidation is expected to reduce administrative costs and improve the competitive position of the combined entity.

Share Capital and Consideration

VASPL is a wholly owned subsidiary of VSL. Consequently, no consideration is payable for the merger, and the entire paid-up share capital held by VSL in VASPL stands cancelled. The share capital details of the petitioner companies as on March 31, 2024, are outlined below:

Regulatory Approvals and Compliance

The Board of Directors of both companies approved the scheme on January 22, 2025. Meetings of equity shareholders and creditors of VSL were held on September 12, 2025, where the scheme was approved with the requisite majority. Meetings for VASPL were dispensed with by the Tribunal based on consent affidavits from shareholders and creditors.

Regulatory authorities, including BSE Limited, National Stock Exchange of India Limited (NSE), and Securities and Exchange Board of India (SEBI), issued No Objection Certificates to the scheme. The statutory auditors of both companies certified that the accounting treatment complies with Section 133 of the Companies Act, 2013.

Tribunal Directives

The NCLT directed that VASPL be dissolved without winding up. All properties, rights, liabilities, and duties of VASPL will transfer to VSL without further act or deed. Employees of VASPL will become employees of VSL without interruption in service. The companies must file a certified copy of the order with the Registrar of Companies and the Superintendent of Stamps within 60 days of receiving the certified copy.