Promoter group entity acquires 2,87,99,990 shares (52.56%) in exempt off-market transfer
A promoter-group company reported to SEBI the acquisition of 2,87,99,990 shares, or 52.56%, of the target company.
By ScoutQuest · · 3 min read
- Shares acquired
- 2,87,99,990 shares, or 52.56% of the target company
- Transfer price
- Rs. 8/- per share; 60-day VWAP: Rs. 8.65/- per share
- SEBI report date and fee
- Report dated 13th October, 2026; fee Rs. 1,50,000/- plus 18% GST
Promoter stake moves from an individual to a promoter-group company
Malaxmi Climate Resilience Platform Private Limited has reported to SEBI its acquisition of 2,87,99,990 equity shares of the target company, representing 52.56% of its total share capital or voting rights. This report is shared under Regulation 10(7) of the SEBI SAST Regulations, covering an acquisition made in reliance on the exemption in Regulation 10(1)(a)(iii).
What changed hands
- Seller: Dr. Tejaswini Yarlagadda, a promoter of the target company. Her holding goes from 2,87,99,990 shares (52.56%) before the acquisition to NIL after it.
- Buyer: Malaxmi Climate Resilience Platform Private Limited, which held NIL before and holds 2,87,99,990 shares (52.56%) after.
- The shares were transferred off-market at Rs. 8/- per equity share, and the date of acquisition was 10th September, 2026.
Why no open offer is involved
The update states that the seller holds 80% of the paid-up equity share capital of the acquirer and exclusively controls it. Because the seller holds not less than fifty per cent of the equity shares of the buyer, both are described as qualifying persons under Regulation 10(1)(a)(iii), and the acquisition is covered by that exemption. The report notes that Regulation 3(1) and Regulation 4 would have triggered an open offer had the report not been shared under Regulation 10(7).
The price in context
- Acquisition price: Rs. 8/- per equity share.
- The volume-weighted average market price (VWAP) for the 60 trading days preceding the notice, as traded on BSE, was Rs. 8.65/- per equity share. The shares are stated to be frequently traded.
- The update confirms the acquisition price is not higher by more than 25% of that VWAP.
Stated rationale
The transfer is described as being undertaken to consolidate the promoter's shareholding in the target company under a corporate entity, in which the seller holds the majority of the equity share capital, for ease of corporate structuring and long-term holding.
The acquirer's declaration
The report states that all the conditions specified under Regulation 10(1)(a)(iii) with respect to the exemption have been duly complied with.
How a retail investor can read this
- The shares move from an individual promoter to a company she controls, so the shares stay within the promoter group rather than going to an outside buyer.
- Because the transaction is exempt, public shareholders were not offered an exit through an open offer at this price.
- This is a disclosure of a completed, exempt inter-se transfer at Rs. 8/- per share, against a 60-day VWAP of Rs. 8.65/-.
Fees and related updates in the report
- The report under Regulation 10(7) is dated 13th October, 2026.
- Applicable fee of Rs. 1,50,000/- (Rupees One Lakh Fifty Thousand Only) plus applicable taxes; the amount paid is Rs.1,77,000/- (Rs. 1,50,000 + 18% GST), paid on 12th October, 2026.
- The prior intimation to the stock exchange under Regulation 10(5) is dated 31st August, 2026, and the report under Regulation 10(6) is dated 11th September, 2026.
- The shares carry a face value of Re. 1/- each, and the target company's scrip is listed on BSE Limited.
More numbers
- Shares acquired by the acquirer2,87,99,990
- Acquirer's stake after the acquisition52.56%
- Acquisition price per equity shareRs. 8/-
- 60-trading-day VWAP on BSERs. 8.65/-
- Fee paid for the Regulation 10(7) reportRs. 1,50,000/-
- Total amount paid including taxesRs.1,77,000/-
- GST rate applied on the fee18% GST
- Face value per equity share transferredRe. 1/-
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