Brand Concepts Limited: Promoter Transfers 13.01% Equity Stake to Promoter Group Member via Inter-Se Gift

Brand Concepts Limited has filed a disclosure under Regulation 10(6) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations), reporting the completion of an off-market inter-se transfer of equity shares within its promoter group. The transaction involved the transfer of 1,624,220 equity shares, constituting 13.01% of the company's total share capital, from Mr. Pradeep Maheshwari (Promoter) to Mr. Prateek Maheshwari (Member of Promoter Group) by way of gift. The disclosure was submitted to both BSE Limited and the National Stock Exchange of India Limited on 12th May, 2026.

Transaction Details

The inter-se transfer was executed as a gift, with no monetary consideration involved. As the transaction qualifies as an inter-se transfer between promoter and promoter group members, it falls under the exemption provided by Regulation 10(1)(a)(i) of the SEBI SAST Regulations, thereby exempting the acquirer from making an open offer. The prior disclosure under Regulation 10(5) was duly filed with the stock exchanges on 04th May, 2026, within the prescribed timeline.

Key details of the transaction are summarised below:

Parameter: Details Target Company: Brand Concepts Limited Acquirer: Mr. Prateek Maheshwari Transferor/Seller: Mr. Pradeep Maheshwari Date of Acquisition: 08th May, 2026 Number of Shares Transferred: 1,624,220 equity shares % of Total Share Capital: 13.01% Nature of Transaction: Inter-se transfer by way of gift Consideration: Nil Exemption Invoked: Regulation 10(1)(a)(i) of SEBI SAST Regulations Regulation 10(5) Disclosure Date: 04th May, 2026

Shareholding Changes

The transfer has resulted in a significant shift in the individual shareholding of the promoter and the acquirer within the promoter group. The following table outlines the shareholding positions before and after the transaction:

Shareholder: Shares Before % Before Shares After % After Mr. Prateek Maheshwari (Acquirer): 1,376,154 11.03% 3,000,374 24.04% Mr. Pradeep Maheshwari (Seller): 2,468,853 19.78% 844,633 6.77%

As a result of the gift transfer, Mr. Prateek Maheshwari's shareholding increased from 11.03% to 24.04%, while Mr. Pradeep Maheshwari's stake decreased from 19.78% to 6.77%. The overall promoter group shareholding in Brand Concepts Limited remains unchanged as the transfer occurred within the group.

Regulatory Compliance

The disclosure was signed and submitted by Mr. Prateek Maheshwari, Managing Director and Member of the Promoter Group (DIN: 00039340), from Indore on 12th May, 2026. The filing confirms that all requisite disclosures under the SEBI SAST Regulations were made within the stipulated timelines, and the transaction has been duly reported to both stock exchanges for record and dissemination.

Brand Concepts Limited has submitted a formal disclosure to the stock exchanges dated 04 May 2026, under Regulation 10(5) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI SAST Regulations"), announcing a proposed off-market inter-se transfer of equity shares within its promoter group. The transaction involves the transfer of 1,624,220 equity shares, constituting 13.01% of the company's total share capital, from Mr. Pradeep Maheshwari (Promoter) to Mr. Prateek Maheshwari (Member of Promoter Group), scheduled to be completed on or before 08 May 2026.

Transaction Overview

The proposed transfer is structured as a gift, with no monetary consideration involved. As an inter-se transfer between members of the promoter and promoter group, the transaction falls under the exemption provided by Regulation 10(1)(a)(i) of the SEBI SAST Regulations, thereby exempting the acquirer from the obligation to make an open offer. The key details of the proposed transaction are summarised below:

Parameter: Details Date of Proposed Transaction: On or before 08 May 2026 Transferor: Mr. Pradeep Maheshwari (Promoter) Transferee: Mr. Prateek Maheshwari (Member of Promoter Group) Number of Shares to be Transferred: 1,624,220 equity shares Percentage of Total Share Capital: 13.01% Nature of Transfer: Off-market inter-se transfer by way of gift Consideration: Nil Exemption Regulation: Regulation 10(1)(a)(i) of SEBI SAST Regulations

Impact on Shareholding Structure

The proposed transfer will result in a significant change in the individual shareholdings of the transferor and transferee within the promoter group, while the aggregate promoter and promoter group holding in Brand Concepts Limited remains within the same group. The table below details the shareholding positions before and after the proposed transaction:

Shareholder: Shares Before % Before Shares After % After Mr. Prateek Maheshwari (Acquirer): 1,376,154 11.03% 3,000,374 24.04% Mr. Pradeep Maheshwari (Seller): 2,468,853 19.78% 844,633 6.77%

Following the transfer, Mr. Prateek Maheshwari's individual shareholding will increase from 11.03% to 24.04%, while Mr. Pradeep Maheshwari's holding will decrease from 19.78% to 6.77%.

Regulatory Compliance and Declarations

Mr. Prateek Maheshwari, in his capacity as Managing Director and Member of the Promoter Group (DIN: 00039340), has signed the disclosure and accompanying declarations. The acquirer has declared that both the transferor and transferee have complied with the applicable disclosure requirements under Chapter V of the SEBI SAST Regulations during the three years prior to the date of the proposed acquisition. Additionally, the acquirer has confirmed that all conditions specified under Regulation 10(1)(a) of the SEBI SAST Regulations with respect to the applicable exemptions have been duly complied with, as detailed in Annexure B filed with the stock exchanges.

Filing and Documentation

The disclosure was filed with both the National Stock Exchange of India Limited and BSE Limited on 04 May 2026. Supporting documentation, including copies of disclosures made by the transferor and transferee during the previous three years in accordance with Chapter V of the SEBI SAST Regulations, has been enclosed as Annexure A. The filing has been digitally signed by Mr. Prateek Maheshwari and submitted to the exchanges for record and dissemination to all concerned parties.

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