N r agarwal industries Limited's promoter group has strengthened its position in the company through a strategic off-market acquisition, as disclosed under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The transaction, completed on February 16, 2026, demonstrates the promoter group's continued confidence in the company's prospects.

Transaction Overview

The promoter group acquired 30,000 equity shares representing 0.18% of the company's total voting capital through an off-market transaction. This acquisition increased the group's total shareholding from 74.12% to 74.30%.

Promoter Group Composition

The promoter group consists of five entities working in concert:

• Rajendra Nagin Agarwal
• Reena Rajendra Agarwal
• Raunak Rajendra Agarwal
• Rohan Rajendra Agarwal
• Reera Holdings Private Limited

Shareholding Pattern Changes

The acquisition resulted in changes to the individual shareholding pattern within the promoter group:

Company Capital Structure

N R Agarwal Industries Limited maintains a stable capital structure with no changes to its equity base:

Regulatory Compliance

The disclosure was made in compliance with SEBI regulations governing substantial acquisitions. The transaction involved only equity shares carrying voting rights, with no encumbrances, warrants, or convertible securities involved. The promoter group's acquisition reinforces their commitment to the company while maintaining transparency through proper regulatory disclosures.

N R Agarwal Industries Limited promoters have created significant encumbrance on their shareholdings as part of a non-disposal undertaking against term loan facilities. The comprehensive disclosure, made under Regulation 31 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, reveals detailed encumbrance history and current arrangements involving 73.55% of the company's total share capital.

Current Encumbrance Structure

The latest encumbrance creation took place on February 16, 2026, involving all three promoters of the company. The arrangement serves as collateral for term loan facilities and represents a continuation of the company's structured financing arrangements.

Comprehensive Encumbrance History

The disclosure provides detailed information about all encumbrance events, showing the evolution of the company's financing arrangements over time. The encumbrance history demonstrates a structured approach to securing term loan facilities.

Lending Arrangement Details

The current encumbrance involves multiple financial institutions with SBICAP Trustee Company Limited serving as the security trustee. The arrangement has been structured to benefit the listed company through term loan facilities.

Key Participants and Structure

• Security Trustee: SBICAP Trustee Company Limited
• Previous Lenders: Axis Bank Limited (for November 2025 arrangement)
• Purpose: Against term loan facilities for company benefit
• Security Cover Ratio: 1.33 (share value to loan amount)

Regulatory Compliance and Documentation

The disclosure was filed on February 17, 2026, with all three promoters digitally signing the comprehensive document. The company's shares are listed on BSE Limited and National Stock Exchange of India Limited.

Impact on Corporate Structure

The non-disposal undertaking ensures that encumbered shares remain with promoters while serving as security for term loan facilities. This arrangement provides lenders with adequate security cover while allowing promoters to retain operational control and voting rights in the company. The structured financing approach demonstrates the company's commitment to maintaining transparency in its borrowing arrangements while securing necessary capital for business operations.