In a significant development concerning ADDI Industries Limited, the company has officially announced the signing of a Share Purchase Agreement (SPA) on 20th May 2025, under which its Specified Promoters will transfer a majority stake of 74.27% to a new group of acquirers. This strategic transaction, involving the sale of 80,18,175 equity shares at a rate of ₹74.40 per share, marks a substantial change in the company's control and management.

The announcement was made in compliance with Regulation 30 read with Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the latest SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11th July 2023. The SPA includes various terms and obligations that reflect a transition of authority and corporate oversight from the outgoing promoter group to a new acquirer consortium.

Who Are the Parties Involved?

The Specified Promoters exiting the company include:

• Mr. Abhishek Bansal

• Mrs. Anju Bhasker

• Mr. Chamanlal Jain

• Mr. Hari Bansal

• Mrs. Urmila Jain

• M/s Ultimate Investments LLP

On the acquiring side, the following individuals and entities are stepping in:

• Mr. Rajat Goyal

• Mrs. Neha Aggarwal

• M/s Rajat Goyal HUF

• Mr. Sandeep Mittal

• Mrs. Ruchi Mittal

• M/s Sandeep Mittal & Sons HUF

Notably, the new acquirers have no prior relationship with ADDI Industries Limited.

Transaction Details and Financials

The SPA outlines that the acquirers will purchase 80,18,175 equity shares, which represent 74.27% of the total paid-up capital of ADDI Industries Limited. The price per share has been fixed at ₹74.40, valuing the transaction at over ₹596.56 crore.

This off-market transaction will be executed in one or more tranches, and will be subject to the fulfilment of customary conditions precedent, including regulatory approvals and the completion of an open offer in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Impact on Company Structure

As part of the SPA, the agreement clearly specifies that:

• The existing promoters and promoter group will cease to hold control of the company.

• ADDI Industries will initiate the process of declassifying the current promoters post-transaction.

• A new board of directors and changes in key managerial personnel (KMPs) will follow as part of the takeover.

These developments are expected to fundamentally alter the direction, strategy, and leadership structure of the company.

SEBI Disclosure Compliance

The company’s disclosure was made in line with Regulation 30 of SEBI LODR Regulations, which mandates listed entities to report material events, especially those involving change in control or management. The communication to the BSE also included detailed annexures describing the terms of the SPA, the identities of the promoters and acquirers, and a clear explanation of the implications for shareholders and stakeholders.

The transaction does not qualify as a related party transaction under current norms, since the acquirers have no prior association with ADDI Industries. There has been no shareholding of the acquirers in the company before this agreement, and there are no nominee directors or conflicts of interest cited in the announcement as of now.

Market Implications and Strategic Outlook

The transfer of such a large stake—almost three-fourths of the company’s equity—sends a clear message to the market: a fresh leadership vision is set to drive ADDI Industries Limited forward. While the specific plans of the acquirers have not been disclosed, such transitions are often accompanied by:

• Strategic rebranding or repositioning

• Operational restructuring

• New capital infusions or expansion plans

• Shifts in product or service focus

The company, which has historically operated from its registered office in Okhla Industrial Area, New Delhi, and is known under CIN No: L51109DL1980PLC256935, may soon embark on a new phase of corporate transformation under the direction of the new stakeholders.

Future Outlook and Timeline

Given the magnitude of the stake transfer, the next steps in the coming weeks are likely to include:

• Regulatory clearance from SEBI and other authorities

• Open offer process for remaining public shareholders

• Board and management restructuring

• Declassification of existing promoters

• Stock exchange updates and investor communication

Such a comprehensive change in control, while posing initial uncertainties, often brings in fresh energy and renewed strategic initiatives. Investors and market participants will be closely watching how this development unfolds, particularly in terms of:

• Stock price movements

• Company filings and disclosures

• Statements from the new acquirers regarding their vision and plans

In conclusion, the shareholder agreement signed on 20th May 2025 signals a major inflection point for ADDI Industries Limited. With new ownership stepping in and legacy promoters stepping out, this is not just a shift in shareholding—it is potentially the beginning of a new era for the company. Whether this change brings growth, innovation, and long-term value creation remains to be seen, but one thing is certain: ADDI Industries is undergoing one of its most significant transformations in recent history.

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