Donear Industries promoter relative to acquire 7.01% shares as a gift

What Donear Industries announced

On 24 June 2026, Donear Industries Ltd. (BSE: 512519, NSE: DONEAR) filed a disclosure under SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, Regulation 10(5). The filing informs the exchanges that Sonia Agarwal Bajaj, an immediate relative (sister) of the company’s promoter Surya Ajay Agarwal, intends to acquire 36,43,750 equity shares, representing 7.01 % of the total share capital, from the promoter on 30 June 2026. The transfer will be effected as a gift, meaning no monetary consideration will be paid.

"I propose to acquire 36,43,750 (7.01%) Equity Shares from Mr. Surya Ajay Agarwal … on 30th June, 2026 pursuant to inter‑se transfer." – Sonia Agarwal Bajaj, filing letter.

The acquisition falls under the exemption provision of Regulation 10(1)(a)(i) of the SEBI SAST Regulations, which allows a transfer between promoters or their immediate relatives without triggering a mandatory open‑offer.

Details of the proposed acquisition

• Acquirer: Sonia Agarwal Bajaj (Immediate relative of the promoter).
• Transferor: Mr Surya Ajay Agarwal (Promoter of Donear Industries).
• Number of shares: 36,43,750 shares, equal to 7.01 % of the company’s equity.
• Acquisition date: 30 June 2026.
• Consideration: The shares will be transferred by way of gift; therefore, no purchase price is applicable.
• Rationale: The filing states the transfer is an inter‑se movement within the promoter group, a common practice for estate planning or internal restructuring.

Regulatory framework and exemptions

The SEBI (SAST) Regulations prescribe that any acquisition of more than 1 % of a listed company’s share capital must be disclosed under Regulation 10(5). However, Regulation 10(1)(a)(i) provides an exemption when the acquisition is:

1. Between promoters or their immediate relatives, and
2. Executed without any cash consideration (i.e., a gift or inter‑se transfer).

Because the transaction meets both criteria, the acquirer is not required to make an open offer to the remaining shareholders. The filing also includes the mandatory declarations that the parties have complied with disclosure requirements for the past three years and that all conditions for the exemption have been satisfied.

Shareholding impact and pricing

Prior to the transaction, Sonia Agarwal Bajaj held no shares in Donear Industries, while Surya Ajay Agarwal held the 36,43,750 shares that will be transferred. After the gift, the shareholding pattern will be:

• Sonia Agarwal Bajaj: 36,43,750 shares – 7.01 % of total equity.
• Surya Ajay Agarwal: 0 % (the transferred shares will no longer be in his name).

The filing notes that the volume‑weighted average market price (VWAP) of Donear’s shares on the NSE for the 60 trading days preceding the notice was Rs 90.91 per share. The shares are frequently traded on NSE but not frequently traded on BSE as per Regulation 2(1)(j).

Key facts at a glance

Why this matters for investors

• No dilution of capital: The transaction merely reallocates existing shares within the promoter group; the total number of shares outstanding remains unchanged.
• Compliance with takeover rules: By invoking the specific exemption, the parties avoid the cost and procedural burden of a mandatory open offer, which could otherwise affect market sentiment.
• Transparency: The filing satisfies SEBI’s disclosure obligations, providing investors with clear information on the change in promoter‑related holdings.
• Potential governance implications: While the share transfer does not alter the company’s capital structure, it does shift voting power within the promoter family, which may be relevant for shareholders monitoring control dynamics.

Conclusion

Donear Industries has formally disclosed that promoter’s sister, Sonia Agarwal Bajaj, will receive 7.01 % of the company’s equity as a gift from Surya Ajay Agarwal on 30 June 2026. The transaction is exempt from the open‑offer requirement under SEBI’s Regulation 10(1)(a)(i) and therefore does not trigger any immediate capital‑raising or dilution concerns. The filing satisfies all statutory disclosures, and the shareholding pattern will reflect the internal reallocation once the transfer is completed. Further regulatory approvals are not required, and the company’s operations continue unaffected.