Jonjua Overseas Limited has disclosed a significant shareholding change by its promoter group entity, Jonjua Air Limited, which sold a portion of its stake through an off-market transaction. The disclosure was made pursuant to Regulation 29(2) of SEBI (SAST) Regulations, 2011, highlighting the transparency requirements for substantial shareholding changes in listed companies.

Transaction Details

The shareholding transaction involved the sale of equity shares by Jonjua Air Limited, a promoter group entity, on February 24, 2026. The transaction was structured as an off-market sale, providing flexibility in execution while maintaining regulatory compliance.

Shareholding Changes

The transaction resulted in a material change in the promoter group's shareholding pattern. Jonjua Air Limited's stake in Jonjua Overseas Limited decreased from 12.16% to 9.18%, representing a reduction of 2.98 percentage points.

Company Structure

Jonjua Overseas Limited maintains its equity structure with a total share capital of 2,72,77,597 equity shares of ₹10 each. The company remains listed and traded on the BSE SME platform under the trading symbol JONJUA with scrip code 542446.

Regulatory Compliance

The disclosure was made in accordance with SEBI (SAST) Regulations, 2011, specifically under Regulation 29(2) and 29(3). The transaction was properly documented and communicated to BSE Limited's Corporate Relations Department, ensuring full regulatory compliance. Major Harjinder Singh Jonjua (Retd.), Managing Director with DIN 00898324, signed the disclosure documents on behalf of both entities involved in the transaction.

Corporate Governance

The timely disclosure demonstrates the company's commitment to maintaining transparency in shareholding changes and adhering to regulatory requirements. The off-market sale mechanism allowed for efficient execution while ensuring all stakeholders were informed through proper regulatory channels. The transaction maintains the overall equity structure of Jonjua Overseas Limited while reflecting changes in the promoter group's investment strategy.

Jonjua Overseas Limited has issued a formal notice for its 3rd Extraordinary General Meeting (EGM) scheduled for March 18, 2026, in compliance with Regulation 30 of the SEBI Listing Regulations. The BSE SME-listed company will convene the meeting at 04:30 PM at its registered office located at 545, Jubilee Walk, Sector 70, Mohali 160071, Punjab.

Meeting Schedule and Voting Details

The company has established key dates for shareholder participation in the upcoming EGM. The cut-off date for determining voting eligibility has been set for 06-03-2026, while the company's books will remain closed from 07-03-2026 to 18-03-2026.

Special Business Resolutions

The EGM agenda comprises four special resolutions requiring shareholder approval. These resolutions address critical governance and operational matters for the company's continued growth and compliance.

Director Appointments and Governance

The first resolution seeks re-appointment of Mr. Narinder Pal Singh (DIN: 08470916) as Independent Director for a term of five consecutive years from the conclusion of his previous term. The second resolution proposes the appointment of Major Harjinder Singh Jonjua (DIN: 00898324) as Chairman-cum-Managing Director, elevating him from his current position as Managing Director.

Auditor Appointment and Valuation Approvals

The third resolution addresses the appointment of M/s. S.K. Sikka & Associates, Company Secretaries (FCS 4241 and C.P. No.: 3582), as Secretarial Auditor for a five-year term spanning Financial Years 2025-26 to 2029-30. The fourth resolution seeks approval for valuation reports of Brand Name "MAJOR HSJONJUA" dated 30.06.2025 and Trade Secret dated 22.01.2026, both prepared by registered valuers under the Insolvency and Bankruptcy Board of India (IBBI).

E-voting and Participation Procedures

Shareholders can participate through multiple channels, including physical attendance and electronic voting. The company has appointed National Securities Depository Limited (NSDL) to provide e-voting facilities and video conferencing/other audio-visual means (VC/OAVM) for the meeting. E-voting will commence at 09:00 AM on March 15, 2026, and conclude at 05:00 PM on March 17, 2026.

The company has emphasized compliance with green initiatives by encouraging electronic communication and providing comprehensive e-voting instructions for shareholders holding securities in both NSDL and CDSL demat accounts. All relevant documents are available on the company's website at www.jonjua.com and BSE's website at www.bseindia.com .