Keto Motors Files SEBI Disclosure for 5.60 Crore Share Acquisition in Merger

Keto Motors Limited has filed a regulatory disclosure under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, following the acquisition of 5,60,47,800 equity shares by promoters through a court-approved merger scheme. The disclosure, submitted on April 2, 2026, provides detailed information about the substantial acquisition that increased promoter holdings to 92.49%.

SEBI Regulatory Disclosure Details

Trinity Infraventures Limited, acting on behalf of the promoter group, filed the mandatory disclosure with BSE Limited regarding the acquisition of shares pursuant to the scheme of arrangement between Keto Motors Private Limited and Keto Motors Limited (formerly Taaza International Limited).

Parameter: Details Filing Date: April 2, 2026 Regulation: SEBI (Substantial Acquisition) Regulations, 2011 Acquisition Mode: Scheme of arrangement Total Shares Acquired: 5,60,47,800 equity shares Acquisition Date: March 31, 2026

Promoter Group and PAC Structure

The disclosure identifies Trinity Infraventures Limited as the primary acquirer, along with 40 Persons Acting in Concert (PAC). Key entities include Folksforce Private Limited, Goldstone Power Private Limited, and individual promoters such as Jhansi Sanivarapu, Lam Paul Sashikumar, and Venkatesh Challa.

Major Acquirers: Shares Acquired Percentage Trinity Infraventures Limited: 4,31,47,800 61.26% Folksforce Private Limited: 75,00,000 10.65% Goldstone Power Private Limited: 10,69,999 1.52% Lam Paul Sashikumar: 9,00,000 1.28% Venkatesh Challa: 7,50,000 1.06%

Pre and Post-Acquisition Holdings

The merger significantly altered the shareholding structure of Keto Motors Limited. Before the acquisition, promoter holdings stood at 91,00,000 shares (63.25%), with Trinity Infraventures Limited holding 41,00,000 shares (28.50%) and Jhansi Sanivarapu holding 50,00,000 shares (34.75%).

Shareholding Comparison: Pre-Acquisition Post-Acquisition Trinity Infraventures Limited: 41,00,000 (28.50%) 4,72,47,800 (67.08%) Jhansi Sanivarapu: 50,00,000 (34.75%) 50,50,010 (7.17%) Total Promoter Holdings: 91,00,000 (63.25%) 6,51,47,800 (92.49%) Total Share Capital: 1,43,86,672 shares 7,04,34,472 shares

Capital Structure Changes

Following the merger, Keto Motors Limited's equity share capital increased from Rs. 14,38,66,720 divided into 1,43,86,672 equity shares to Rs. 70,43,44,720 divided into 7,04,34,472 equity shares of Rs. 10/- each. The acquisition was completed through the NCLT-approved scheme of arrangement, with shares allotted at a 3:2 exchange ratio.

The regulatory filing confirms compliance with SEBI takeover regulations and provides transparency regarding the substantial change in ownership structure resulting from the merger between the two automotive sector entities.

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