JCJoindre Capital Services531861Promoter stake buy

Prior intimation: proposed inter-se transfer of 6.5 lakh shares, about 4.70%, within the promoter group

Joindre Capital Services promoter group member Mrs. Sandhya Agarwal proposes to acquire 6.5 lakh shares (about 4.70% of capital) — 5,50,000 by gift from husband Mr. Subhash Agarwal and 1,00,000 from Subhash Agarwal HUF on partition.

By ScoutQuest · Mon 2 Nov 2026, 6:07 PM IST · 2 min read

Shares proposed to be acquired

6.5 lakh shares (about 4.70% of capital)

Break-up of transfer

5,50,000 by gift from Mr. Subhash Agarwal; 1,00,000 from Subhash Agarwal HUF on partition

Proposed acquisition date and consideration

On or after 9th November, 2026; both without consideration

What the company informed the exchange

Joindre Capital Services has submitted a prior intimation under Regulation 10(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. It passes on an intimation received from Mrs. Sandhya Agarwal, who belongs to the Promoter/Promoter Group, about a proposed inter-se transfer of the Company's equity shares within the promoter family.

The proposed transaction, in numbers

• 6.5 lakh equity shares in aggregate, constituting approximately 4.70% of the total paid-up equity share capital of the Company.
• 5.5 lakh equity shares by way of gift from Mr. Subhash Agarwal, who is her husband and belongs to the Promoter/Promoter Group.
• 1 lakh equity shares from Subhash Agarwal HUF pursuant to partition of the HUF.
• The proposed transfers are without consideration — the update states no price is payable, as this is a gift and a HUF partition.
• The proposed date of acquisition is on or after 9th November, 2026.

Why an open offer is not triggered

A share purchase of this size by a promoter group member would normally raise the question of an open offer to public shareholders. The acquirer has claimed exemption from the obligation to make an open offer under Regulation 10(1)(a)(i) of the SAST Regulations for the 5.5 lakh shares received by way of gift from an immediate relative, and under Regulation 10(1)(a)(ii) for the 1 lakh shares acquired pursuant to partition of the HUF. The update states that both the transferors and the transferee have been named as part of the Promoter/Promoter Group in the shareholding pattern of the Company for not less than three years prior to the proposed acquisition.

What stays the same

The Company states that the aggregate shareholding of the Promoter and Promoter Group before and after the proposed inter-se transfer shall remain unchanged. The prescribed disclosure format carries the shareholding of the acquirer and of each of the two transferors before and after the proposed acquisition. The shares move from one set of promoter group holders to another within the same family, and no consideration is paid for them.

How a retail shareholder can read this

This is a shift of shares inside the promoter family rather than a sale of shares to outside investors. The total promoter and promoter group stake in the Company is stated to stay the same, and no cash changes hands in the transaction. What changes is the identity of the individual holder: the acquirer's own holding goes up, while the holdings of the two transferors come down or fall to nil.

The disclosure is a prior intimation of a proposed transfer, with the acquisition proposed on or after 9th November, 2026.

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