AGI Infra Limited has completed comprehensive regulatory filings with SEBI following the substantial acquisition of 2,15,60,000 shares by Smt. Harbans Kaur through inter-se transfer among promoter group members. The transaction, executed on February 27, 2026, represents 17.65% of the company's total voting capital and involved complete regulatory compliance under SEBI (SAST) Regulations, 2011.

SEBI Regulatory Compliance

The company has fulfilled all regulatory requirements under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The comprehensive filing process included multiple stages of disclosure and fee payment:

Transaction Structure and Timeline

The acquisition followed a structured timeline with proper regulatory notifications at each stage:

Share Transfer Details

The transaction involved complete divestment by two promoter group members to Smt. Harbans Kaur through gift mechanism:

Valuation and Pricing Compliance

The transaction complied with SEBI pricing regulations for inter-se transfers among immediate relatives. A registered valuer determined the Volume Weighted Average Price (VWAP) at Rs. 271.12 per share for the 60 trading days preceding the notice date. The gift transaction structure ensured compliance with the 25% price variation limit specified under SEBI regulations.

Promoter Group Holdings Impact

The internal restructuring maintained overall promoter group shareholding while redistributing individual holdings:

The company maintains its listing status on BSE Limited (Scrip Code: 539042) and National Stock Exchange of India Limited (Stock Code: AGIIL), with total equity share capital remaining unchanged at 12,21,67,200 shares following the internal promoter group restructuring.

AGI Infra Limited has filed formal regulatory documents with BSE Limited and National Stock Exchange regarding a proposed acquisition of equity shares through gift transfer under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The transaction involves an inter-se transfer within the promoter group scheduled for execution on or after February 26, 2026.

Formal Regulatory Filing Details

The company submitted the prior intimation on February 19, 2026, through email to both stock exchanges. The filing includes comprehensive disclosures under Regulation 10(5) of SEBI Takeover Regulations for the proposed acquisition by way of gift.

Share Transfer Breakdown

The proposed transaction involves shares from two promoter group members being transferred to Harbans Kaur at nil consideration as an inter-se transfer between immediate relatives.

Shareholding Pattern Changes

The transaction will result in changes to individual shareholdings while maintaining overall promoter group holdings at 72.94%.

Regulatory Compliance and Market Price

The company has declared compliance with all conditions specified under Regulation 10(1)(a) of the Takeover Regulations regarding exemptions. The shares are frequently traded, with a volume weighted average market price of Rs. 271.12 for the 60 trading days preceding the notice date. The acquirer has confirmed that both transferor and transferee have complied with applicable disclosure requirements under Chapter V of the Takeover Regulations during the three years prior to the proposed acquisition.

Encumbrance Disclosures

AGI Infra Limited has filed comprehensive encumbrance disclosures under regulation 31(4) of SEBI Takeover Regulations for multiple financial years. Salwinderjit Kaur, representing the promoters and promoter group, has declared no encumbrances on equity shares held by the promoter group during the financial years ended March 31, 2023, March 31, 2024, and March 31, 2025.