Clean Science and Technology Ltd files SEBI 10(7) disclosure for inter‑se share gift to ARB Business Trust

What Clean Science and Technology Ltd announced

On 27 June 2026 the BSE received a disclosure from Clean Science and Technology Ltd (BSE code 543318, trading symbol CLEAN) under Regulation 10(7) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011. The filing relates to an inter‑company transfer of equity shares by way of gift from one promoter‑group member to another – specifically, a transfer of shares to ARB Business Trust, which is also a member of the promoter group.

The company confirmed that the transaction took place on 10 June 2026 and that it does not involve any cash consideration. The purpose of the filing is to satisfy SEBI’s reporting obligations for acquisitions that fall within the exemption provided under Regulation 10(1)(a)(ii).

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Details of the share gift

• Acquirer: ARB Business Trust, listed as a promoter‑group member.
• Target company: Clean Science and Technology Ltd.
• Date of acquisition: 10 June 2026.
• Number of shares transferred: 33,00,100 shares.
• Percentage of total share capital after acquisition: 3.11%.
• Shareholding before acquisition: 100 shares (effectively 0.00%).
• Acquisition price per share: Nil – the transfer was executed as a gift pursuant to a Gift Deed, so no monetary consideration was involved.
• Seller: Ashok Ramnarayan Boob (and possibly other promoters), identified as the transferor in the Gift Deed.

The increase in ARB Business Trust’s shareholding does not alter the aggregate promoter‑group holding, as the shares moved within the same promoter group. Consequently, the overall control dynamics of the company remain unchanged.

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Regulatory compliance

Clean Science and Technology Ltd adhered to the procedural timelines prescribed by SEBI:

• Regulation 10(5) filing: Submitted on 1 June 2026, at least four working days before the proposed acquisition.
• Regulation 10(6) filing: Submitted on 11 June 2026, within four working days after the acquisition.
• Regulation 10(7) filing: Submitted on 23 June 2026 through the SEBI Intermediary Portal, well within the 21‑working‑day window required for reporting an acquisition that relies on the exemption.
• Fees: The statutory filing fee of Rs 1,50,000 plus 18% GST (Rs 27,000) was paid on 23 June 2026 via NEFT, with the payment receipt attached to the filing.

The filing explicitly states that the transaction falls under the exemption of Regulation 10(1)(a)(ii) because it is an inter‑se transfer among promoters, and therefore no trigger of Regulation 3(1), 3(2), 4 or 5 is applicable.

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Key facts at a glance

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Why this matters for investors

The disclosure does not signal a dilution of existing shareholders’ equity because the shares moved within the promoter group and the total promoter holding remains constant. However, the increase in ARB Business Trust’s stake to 3.11% may be of interest to investors monitoring the distribution of voting power among promoters. Since the transfer was a gift, there is no cash outflow from the company or the acquirer, and no impact on the company’s balance sheet.

From a compliance perspective, the timely filing under all three relevant SEBI regulations demonstrates the company’s adherence to takeover rules, reducing the risk of regulatory penalties. The payment of the required fee and the submission of supporting documents (gift deed, fee receipt) further reinforce the completeness of the filing.

Investors should note that, while the transaction itself does not alter the company’s capital structure, it provides transparency about internal share movements, which is a material piece of information for assessing promoter intent and future governance dynamics.

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Conclusion

Clean Science and Technology Ltd has fulfilled its SEBI reporting obligations for an inter‑se share gift to ARB Business Trust, transferring 33 lakh shares (3.11% of capital) on 10 June 2026 without any cash consideration. All required filings under Regulations 10(5), 10(6) and 10(7) were submitted within the stipulated timelines, and the statutory fee was paid. The transaction leaves the overall promoter holding unchanged, and no further regulatory approvals are pending.

The filing confirms that the share transfer is exempt under SEBI Regulation 10(1)(a)(ii) and that the company remains compliant with takeover disclosure norms.

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FAQs

• Q: What was the purpose of the Regulation 10(7) filing? A: To report an inter‑se transfer of shares by gift that falls under the exemption of Regulation 10(1)(a)(ii), as required by SEBI’s takeover regulations.

• Q: How many shares were transferred and what percentage of the company do they represent? A: 33,00,100 shares were transferred, representing 3.11% of Clean Science and Technology Ltd’s total share capital after the transaction.

• Q: Was any cash paid for the shares? A: No. The acquisition price per share is stated as “Nil” because the shares were transferred as a gift under a Gift Deed.

• Q: Does this transaction change the overall promoter holding in the company? A: No. The filing notes that the aggregate promoter and promoter‑group holding before and after the inter‑se transfer remains the same.

• Q: When were the required regulatory reports filed and were they on time? A: Regulation 10(5) was filed on 1 June 2026, Regulation 10(6) on 11 June 2026, and Regulation 10(7) on 23 June 2026. All were submitted within the time limits prescribed by SEBI.

• Q: What fees were paid for the filing? A: A fee of Rs 1,50,000 plus 18% GST (Rs 27,000) was paid on 23 June 2026 via NEFT.