Robust Hotels promoter Arun Kumar Saraf gifts 20.26 lakh shares to family

What Robust Hotels announced

On 1 July 2026, Arun Kumar Saraf, a promoter of Robust Hotels Ltd, submitted a disclosure to the Bombay Stock Exchange (BSE) under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011. The filing, made public on 2 July 2026, records an off‑market inter‑se transfer of 20,26,520 equity shares to his immediate relatives – Umesh Saraf, Ratna Saraf and Saraf Industries Limited – by way of gift.

"The aggregate holding of promoter & promoter group before and after the inter‑se transaction shall remain the same."

The transaction is valued at Rs 17,29,16,960 (approximately Rs 17.29 crore) and involves shares with a face value of Rs 1 each.

Details of the off‑market gift

The disclosure specifies that the transfer was executed off‑market, meaning it did not occur on the stock exchange but through a private agreement among the parties. The mode of acquisition is described as an inter‑se transfer by way of Gift, which is permissible under the SEBI SAST framework when the transfer is between promoters or their immediate relatives.

Key numerical details from the filing:

• Number of shares transferred: 20,26,520
• Value of transferred shares: Rs 17,29,16,960
• Percentage of voting capital transferred: 11.72%
• Date of acquisition: 01/07/2026
• Regulatory exemption invoked: Regulation 10(1)(a)(i) of SEBI SAST, which exempts inter‑se transfers among promoters from certain disclosure thresholds.

The filing also lists the total equity share capital before and after the transaction, as well as the diluted share capital (assuming full conversion of convertible securities). Before the transfer, the total voting capital stood at 72,45,945 shares (41.90%); after the transfer, it increased to 1,13,49,179 shares (65.63%), reflecting the inclusion of the newly gifted shares in the diluted count.

Shareholding impact

Although 20.26 lakh shares changed hands, the overall promoter group holding did not change because the shares moved only within the promoter family. The filing explicitly states that the aggregate holding of the promoter and promoter group remains the same after the transaction.

The post‑transaction shareholding structure is as follows:

• Arun Kumar Saraf, Umesh Saraf, Ratna Saraf, and Saraf Industries Limited collectively hold 1,13,49,179 shares, representing 65.63% of the diluted voting capital.
• The transferred shares now sit under the names of the listed family members, but the economic control of the promoter group is unchanged.

Key facts at a glance

Why this matters for investors

The disclosure is material for shareholders because it clarifies that a sizeable block of shares – over 20 lakh – moved within the promoter family without altering the overall control of the company. Under Indian securities law, any change in promoter shareholding that could affect control must be disclosed; however, the SEBI SAST exemption applies when the transfer is purely intra‑family, meaning the effective voting power of the promoter group remains unchanged.

For investors, the key implications are:

• No dilution of promoter control: The promoter group continues to hold a majority stake, ensuring stability in governance.
• Transparency compliance: By filing under Regulation 29(2), Robust Hotels satisfies its statutory obligation, reducing regulatory risk.
• Valuation reference: The disclosed monetary value (Rs 17.29 crore) provides a reference point for the market value of the transferred shares, although the transaction was a gift and not a market sale.
• Potential future disclosures: Any subsequent change in the promoter group’s shareholding, whether through sale, further gifts, or dilution, would trigger additional filings, keeping investors informed.

Conclusion

Robust Hotels Ltd has formally recorded an off‑market gift of 20.26 lakh shares by promoter Arun Kumar Saraf to his immediate relatives. The transaction, valued at Rs 17.29 crore, represents 11.72 % of the company’s voting capital but does not alter the promoter group’s overall holding, which remains at 65.63 % of the diluted share capital. The filing satisfies SEBI’s disclosure requirements under Regulation 29(2) and leverages the exemption for intra‑family transfers. Investors can note that promoter control is unchanged, and no further regulatory action is pending on this specific transfer.