Mahalaxmi Seamless Ltd. to gift 551,412 promoter shares, 0.44% of capital

What Mahalaxmi Seamless Ltd. announced

Mahalaxmi Seamless Ltd. (BSE Scrip Code 513460) submitted a Prior Intimation of Off‑Market Inter‑se Transfer of Equity Shares between Promoters to BSE on 2 July 2026. The filing records the Board’s decision, taken at a meeting on the same day, to transfer 551,412 equity shares from one promoter to another by way of gift. The transfer is between immediate relatives who are already disclosed promoters of the company. No cash consideration is involved; the shares are being moved as a gratuitous transfer.

Details of the off‑market inter‑se transfer

• Acquirer (transferee): Mr. Vivek Madhavprasad Jalan – a promoter of Mahalaxmi Seamless Ltd.
• Transferor (seller): Mr. Madhavprasad Govindram Jalan – also a promoter and immediate relative of the acquirer.
• Number of shares: 551,412 equity shares, equivalent to 0.44 % of the company’s total share capital.
• Pre‑transfer holdings: Mr. Vivek Jalan held 508,080 shares (9.62 % of capital). Mr. Madhavprasad Jalan held 551,412 shares (10.44 % of capital).
• Post‑transfer holdings: Mr. Vivek Jalan’s holding rises to 1,059,492 shares (20.06 % of capital). Mr. Madhavprasad Jalan’s holding becomes nil.
• Consideration: The shares are transferred by gift, i.e., at zero monetary value.
• Effective date: The transfer is proposed to occur on or after 15 July 2026, as indicated in the filing.

Regulatory framework and compliance

The transaction is disclosed under Regulation 10(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, which requires a prior intimation to the stock exchange when promoters acquire shares off‑market. Because the acquisition is by way of gift and the acquirer’s total voting rights do not exceed 25 % of the listed company’s share capital, the transfer qualifies for an exemption under Regulation 10(1)(a)(i). Consequently, no open‑offer to the public shareholders is required.

The filing also contains the statutory declarations that:

• Both parties are promoters as defined under Regulation 2(s) and have been disclosed earlier.
• The transaction complies with all disclosure obligations under Chapter V of the Takeover Regulations.
• No price ceiling or market‑price reference is applicable because the transfer is a gift.

Key facts at a glance

Why this matters for investors

The share‑gift does not involve any cash outflow from the company, so the balance sheet remains unchanged. However, the ownership structure shifts: the acquirer’s stake doubles, moving him closer to the 25 % threshold that would trigger additional regulatory obligations. Existing shareholders see a re‑allocation of voting power but no dilution, as the total number of issued shares stays the same. The transaction also demonstrates compliance with SEBI’s takeover code, reducing the risk of regulatory penalties. Investors should note that the move is internal to the promoter group and does not affect the company’s operational outlook.

Conclusion

Mahalaxmi Seamless Ltd. has formally notified BSE of an off‑market, promoter‑to‑promoter share transfer of 551,412 shares, representing 0.44 % of its capital. The transfer is a gratuitous gift, exempt from the open‑offer requirement, and will increase the acquirer’s holding to roughly 20 % of the company. All statutory disclosures under SEBI’s takeover regulations have been satisfied, and the transaction is expected to be completed on or after 15 July 2026.

"The shares are proposed to be transferred by way of Gift" – filing excerpt.

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FAQs

1. What is the purpose of filing a prior intimation under Regulation 10(5)? The filing notifies the stock exchange of an off‑market share acquisition by promoters, ensuring transparency and compliance with SEBI’s takeover code before the transaction is executed.

2. How many shares are being transferred and what percentage of the capital does that represent? A total of 551,412 equity shares are being transferred, which equals 0.44 % of Mahalaxmi Seamless Ltd.’s total share capital.

3. Who are the parties involved and what are their existing shareholdings? The transferor is Mr. Madhavprasad Govindram Jalan, holding 551,412 shares (10.44 %). The acquirer is Mr. Vivek Madhavprasad Jalan, who held 508,080 shares (9.62 %) before the gift and will hold 1,059,492 shares (20.06 %) after the transfer.

4. Does the gift trigger any open‑offer requirement? No. Because the acquisition is a gift and the acquirer’s total voting rights remain below 25 %, the transaction qualifies for an exemption under Regulation 10(1)(a)(i), eliminating the need for a public open offer.

5. Will this transaction affect the company’s cash position? No. The shares are transferred without any monetary consideration, so there is no impact on Mahalaxmi Seamless Ltd.’s cash or financial statements.

6. When is the transfer expected to be completed? The filing states the proposed acquisition will occur on or after 15 July 2026, following the Board’s approval on 2 July 2026.