Jonjua Overseas Limited, a company listed and traded on the BSE SME platform, has informed the stock exchange about a promoter group stake sale in compliance with the Securities and Exchange Board of India regulations. The disclosure was made under Regulation 29(2) read with Regulation 29(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The transaction involves Jonjua Air Limited, a promoter group entity, which has sold a portion of its shareholding in Jonjua Overseas Limited through an off-market transaction on February 24, 2026.

The disclosure was formally submitted to BSE Limited and signed by Major Harjinder Singh Jonjua (Retd.), Managing Director, representing both Jonjua Overseas Limited and Jonjua Air Limited.

Details of the Stake Sale

Before the transaction, Jonjua Air Limited held 29,46,740 equity shares, representing 12.16 percent of the total voting capital of Jonjua Overseas Limited.

On February 24, 2026, the promoter group entity sold 4,43,696 equity shares, equivalent to 2.98 percent of the company’s voting capital.

Following the sale, Jonjua Air Limited’s holding in Jonjua Overseas Limited has reduced to 25,03,044 shares, representing 9.18 percent of the total voting capital.

The transaction was executed as an off-market sale, meaning the shares were transferred directly between parties without routing through the open market trading system.

Compliance with SEBI SAST Regulations

Under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, any acquisition or disposal beyond prescribed thresholds requires disclosure to the stock exchanges.

Regulation 29(2) mandates disclosure when a shareholder holding more than 5 percent of shares acquires or disposes of shares beyond certain limits.

Since Jonjua Air Limited belongs to the promoter group and held more than 5 percent stake in the company, the disposal of 2.98 percent required mandatory reporting.

The disclosure includes detailed information such as:

• Number of shares before disposal

• Percentage holding before disposal

• Number of shares sold

• Percentage disposed

• Holding after disposal

• Mode of sale

• Date of transaction

• Total share capital before and after the sale

No Change in Share Capital

Importantly, the equity share capital of Jonjua Overseas Limited remains unchanged. The company continues to have 2,72,77,597 equity shares of Rs. 10 each.

There has been no dilution of capital, no issuance of new shares, and no change in total voting capital as a result of this transaction.

This means the transaction is purely a transfer of existing shares and does not impact the company’s overall capital structure.

About Jonjua Overseas Limited

Jonjua Overseas Limited is listed on the BSE SME platform under the trading symbol JONJUA and scrip code 542446.

The company’s registered and corporate office is located in Mohali, Punjab.

Being listed on the SME platform means the company is categorised as a small and medium enterprise, and its regulatory and compliance framework differs slightly from mainboard listed companies, though SEBI regulations still apply.

About Jonjua Air Limited

Jonjua Air Limited, described as an A-Start-up Airways company, is part of the promoter group of Jonjua Overseas Limited.

The stake sale by a promoter group entity can attract attention from investors, as promoter holding often indicates long-term confidence in the company.

However, such transactions do not automatically imply negative developments. Promoters may sell shares for various reasons including liquidity management, restructuring of holdings, funding requirements, or strategic realignment.

Impact on Promoter Holding

Before the sale, Jonjua Air Limited held 12.16 percent of Jonjua Overseas Limited. After the sale, the holding stands at 9.18 percent.

The disclosure does not specify the total promoter group holding after the transaction. It only details the holding of Jonjua Air Limited as a specific promoter group entity.

Investors generally monitor promoter shareholding patterns closely. A decline in promoter stake can sometimes influence market perception, depending on context and overall promoter confidence.

Off Market Transaction Explained

An off-market transaction refers to a transfer of shares between two parties outside the regular trading platform of the stock exchange.

Such transfers are executed directly between buyer and seller, usually at a mutually agreed price.

Off-market deals are common for:

• Inter-se promoter transfers

• Strategic investor entry

• Family or group restructuring

• Institutional deals

In this case, the disclosure specifies that the sale was conducted off market but does not mention the counterparty.

Regulatory Transparency

SEBI’s SAST regulations are designed to ensure transparency in substantial acquisitions and disposals.

By mandating disclosures, the regulator aims to:

• Inform public shareholders about significant changes in shareholding

• Maintain market transparency

• Prevent insider trading concerns

• Protect minority shareholder interests

Jonjua Overseas Limited has complied with these requirements by filing the prescribed format disclosure with BSE.

Market Perspective

For SME-listed companies, liquidity is often lower compared to mainboard stocks. Promoter transactions may therefore have a more visible impact on shareholding patterns.

However, since this was an off-market transaction, it may not immediately impact daily trading volumes.

Investors may await further disclosures, such as updated shareholding patterns in quarterly filings, to assess overall promoter group holding.

No Change in Diluted Capital

The disclosure also clarifies that total diluted share capital remains unchanged at 2,72,77,597 shares.

Diluted capital refers to the total number of shares assuming full conversion of outstanding convertible securities.

Since there were no convertible instruments involved in this transaction, the total diluted capital remains constant.

Governance and Compliance

The disclosure was signed by Major Harjinder Singh Jonjua (Retd.), who serves as Managing Director and authorised signatory.

Timely compliance with regulatory disclosure requirements reflects adherence to corporate governance standards.

For listed companies, especially those on the SME platform, maintaining regulatory discipline is critical for investor confidence.

Broader Context of Promoter Transactions

Promoter stake sales are common in Indian markets. They may be undertaken for:

• Unlocking value

• Funding new ventures

• Reducing debt

• Meeting regulatory requirements

• Portfolio diversification

Without additional context, it is not possible to interpret the motivation behind the transaction.

Investors typically look at trends rather than single transactions.

What Investors Should Watch

Following this transaction, investors may monitor:

• Future shareholding pattern disclosures

• Any further promoter stake changes

• Financial performance updates

• Corporate announcements

It is important to rely on official filings and disclosures rather than speculation.

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