SG Mart Ltd promoter Sanjay Gupta receives 44.2 million shares as gift

What SG Mart Ltd announced

On 16 June 2026, SG Mart Ltd (BSE: 512329) filed a disclosure under Regulation 29(1) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011. The filing informs the stock exchanges that Mr. Sanjay Gupta – a member of the promoter family – received 4,42,00,000 equity shares (44.2 million) of the company as a gift from his immediate relative Mr. Sameer Gupta. The transfer was executed through an off‑market inter‑se transaction and did not involve any cash consideration.

The filing also lists several persons and entities acting in concert (PACs) with the acquirer, confirming that the acquisition is internal to the promoter group and does not alter the overall shareholding percentage of the group.

Details of the share transfer

• Acquirer: Sanjay Gupta (individual)\
• Seller / Gifter: Sameer Gupta (immediate relative)\
• Number of shares transferred: 4,42,00,000 equity shares, each with a face value of Rs 1\
• Mode of acquisition: Off‑market inter‑se transfer by way of gift\
• Date of acquisition: 16 June 2026\
• Total equity share capital of SG Mart Ltd: 12,60,35,200 shares (Rs 12.60 crore) – unchanged by the transaction\
• Promoter group holding after transfer: 7,29,75,000 shares, representing 57.90 % of the total voting capital\
• Persons Acting in Concert (PACs): Dhruv Gupta, Meenakshi Gupta, Neera Gupta, Rohan Gupta, Vinay Gupta, and S Gupta Holding Private Limited. All are listed as part of the promoter group.

The filing shows that before the gift, the acquirer and PACs already held 7,29,75,000 shares (57.90 %). After the gift, the total remains the same, indicating that the shares transferred were previously held within the promoter family and the overall control percentage is unchanged.

Regulatory filing under SEBI Regulation 29(1)

Regulation 29(1) requires any person or group acquiring more than 1 % of the voting rights of a listed company to disclose the acquisition to the stock exchanges within two working days. The purpose is to ensure transparency in substantial shareholdings and potential changes in control.

SG Mart Ltd’s filing satisfies the following requirements:

• Identification of acquirer and PACs – names and relationship to the promoter group are provided.
• Quantitative details – number of shares acquired, percentage of total voting capital before and after the transaction, and the unchanged total share capital.
• Mode of acquisition – clearly stated as an off‑market gift, with no consideration or encumbrance.
• Date of acquisition – 16 June 2026, and the filing timestamp of 17 June 2026 04:42 UTC.

Key facts at a glance

Why this matters for investors

The disclosure does not indicate any dilution of existing shareholders because no new shares were issued; the total share capital remains at 12.60 crore. The transaction merely re‑allocates ownership within the promoter family, keeping the promoter group’s voting power at 57.90 %. For investors, this means that the control dynamics of SG Mart Ltd are unchanged, and there is no immediate impact on share liquidity or capital structure.

Regulatory compliance under Regulation 29(1) reassures the market that the shareholding change has been reported promptly and transparently. However, investors should note that any future transactions involving the promoter group could still affect control if the percentage crosses key thresholds (e.g., 75 % for compulsory acquisition). At present, the filing confirms that the promoter group continues to hold a majority stake.

Conclusion

SG Mart Ltd’s filing on 17 June 2026 records a gift of 44.2 million shares from Sameer Gupta to Sanjay Gupta, an intra‑family transfer that leaves the promoter group’s overall holding at 57.90 % of voting capital. The transaction does not alter the company’s share capital or dilute existing shareholders. The disclosure satisfies SEBI’s Regulation 29(1) requirements, providing the market with a clear view of the promoter‑group share structure.

The acquisition was an off‑market inter‑se transfer by way of gift, with no change to the total voting capital of SG Mart Ltd.