Se Promoter Share Transfer Under SEBI Regulations

Uniroyal Industries Limited has announced a significant inter-se transfer of shares between promoters in compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011. The transaction involves the transfer of equity shares from existing promoters to Akhil Mahajan, consolidating a substantial portion of promoter holdings. Transfer Details and Structure The share transfer involves two separate gift transactions scheduled for February 18, 2026. Arvind Mahajan will transfer 26,29,131 equity shares to his son Akhil Mahajan, while Rashmi Mahajan will transfer 11,24,444 equity shares to Akhil Mahajan. Both transfers are structured as gifts with no financial consideration involved. Transfer Details: Specifications Transfer Date: February 18, 2026 Transfer Method: Gift (No Financial Consideration) Regulatory Framework: SEBI (SAST) Regulations 2011 Exemption Clause: Regulation 10(1)(a)(i) Shareholding Impact Analysis The transaction will result in a significant consolidation of shares in favor of Akhil Mahajan, dramatically altering the distribution within the promoter group while maintaining the overall promoter shareholding percentage. Shareholder: Before Transaction After Transaction Change Akhil Mahajan: 5,23,801 shares (6.33%) 42,77,376 shares (51.73%) +37,53,575 shares Arvind Mahajan: 26,29,131 shares (31.80%) 0 shares (0.00%) -26,29,131 shares Rashmi Mahajan: 11,24,444 shares (13.60%) 0 shares (0.00%) -11,24,444 shares Promoter Group Composition The promoter group includes several other entities whose holdings remain unchanged through this transaction. Dimple Mahajan holds 3,23,350 shares representing 3.91% of the company's share capital. Akhil Mahajan (HUF) maintains 19,557 shares (0.24%), while Anila Aggarwal holds 600 shares (0.01%). Regulatory Compliance Framework The transaction falls under the exemption provisions of SEBI regulations, specifically regulation 10(1)(a)(i), which allows inter-se transfers between promoters without triggering open offer requirements. The company has confirmed compliance with all applicable disclosure requirements under Chapter V of the Takeover Regulations, 2011. Strategic Implications This inter-se transfer represents a consolidation strategy within the promoter family, concentrating decision-making authority while maintaining the overall promoter group's collective shareholding at 55.89%. The transaction ensures continuity of promoter control while potentially streamlining corporate governance and decision-making processes within the organization. Uniroyal Industries Ltd announced its Q3FY26 unaudited financial results for the quarter ended December 31, 2025, showing mixed performance with quarterly growth but year-to-date challenges. The Board of Directors approved these results at their meeting held on February 11, 2026. Quarterly Financial Performance The company demonstrated solid quarterly performance with revenue growth and improved profitability metrics. On a consolidated basis, Uniroyal Industries reported revenue from operations of ₹2,806.07 lakhs for Q3FY26, representing an increase from ₹2,592.16 lakhs in Q3FY25. Financial Metric: Q3FY26 Q3FY25 Change (%) Consolidated Revenue: ₹2,806.07 lakhs ₹2,592.16 lakhs +8.25% Consolidated Net Profit: ₹39.09 lakhs ₹13.28 lakhs +194.35% Standalone Revenue: ₹406.41 lakhs ₹407.34 lakhs -0.23% Standalone Net Profit: ₹4.42 lakhs ₹6.14 lakhs -28.01% Year-to-Date Performance Challenges While quarterly results showed improvement, the nine-month performance presented a contrasting picture. The consolidated operations reported a net loss of ₹48.87 lakhs for the nine months ended December 31, 2025, compared to a profit of ₹25.28 lakhs in the corresponding period of the previous year. Nine-Month Metrics: FY26 (9M) FY25 (9M) Variance Consolidated Revenue: ₹8,277.42 lakhs ₹8,530.45 lakhs -2.97% Consolidated Net Loss: ₹48.87 lakhs Profit ₹25.28 lakhs Loss Standalone Revenue: ₹1,157.32 lakhs ₹1,431.78 lakhs -19.18% Standalone Net Loss: ₹121.70 lakhs Profit ₹11.74 lakhs Loss Operational Highlights The company's cost structure showed notable variations during the quarter. Purchase of stock-in-trade increased significantly to ₹2,286.72 lakhs in Q3FY26 from ₹2,040.19 lakhs in Q3FY25. Employee benefits expense remained relatively stable at ₹147.88 lakhs compared to ₹150.75 lakhs in the previous year quarter. Finance costs decreased to ₹37.71 lakhs from ₹45.68 lakhs, indicating improved financial management. Earnings Per Share and Corporate Governance The company reported basic and diluted earnings per share of ₹0.47 for Q3FY26 on a consolidated basis, compared to ₹0.15 in Q3FY25. The financial results were reviewed by the Audit Committee and approved by the Board of Directors, with statutory auditors Gambhir Khurana & Associates completing their limited review as required under Regulation 33 of SEBI regulations. The company operates in one reportable business segment of textile accessories and includes results from its 100% subsidiary A M Textiles and Knitwears Ltd in consolidated figures. 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