Neelkanth Limited, formerly known as R T Exports Limited, has made an important disclosure to the Bombay Stock Exchange (BSE) under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has informed about a proposed inter se transfer of shares within the promoter and promoter group, which is scheduled to take place on or after September 23, 2025.

The disclosure has been made under Regulation 10(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations), which specifically deals with such transfers. Under the provisions of Regulation 10(1)(a)(i) and 10(1)(a)(ii), promoters are exempted from making an open offer when they transfer shares within the promoter or promoter group, subject to compliance with conditions prescribed by SEBI.

According to the company’s filing, the inter se transfer will involve two transactions. The first transaction is the transfer of 3,49,566 equity shares, representing 8.02 percent of the company’s paid-up share capital, by way of a gift from Bhavik Rashmi Bhimjyani to Rashmi C Bhimjyani. The second transaction involves the transfer of 3,26,925 equity shares, representing 7.50 percent of the company’s capital, by R T Agro Private Limited through the open market.

In total, these transactions will cover 6,76,491 equity shares, amounting to 15.52 percent of Neelkanth Limited’s total paid-up share capital. Importantly, the company clarified that these transactions are purely inter se transfers and will not affect the aggregate shareholding of the promoter and promoter group, which remains the same both before and after the transfers.

The disclosure document also confirmed that the proposed transactions fall within the exemptions provided under SEBI’s takeover code. The shares are classified as frequently traded securities, and the volume weighted average price for the last 60 trading days preceding the notice has been calculated at ₹48.76 per share. As per the acquirer’s declaration, the acquisition price will not exceed more than 25 percent above this reference price, in compliance with SEBI norms.

Further, both the transferor and transferee confirmed compliance with the disclosure obligations under Chapter V of the SEBI SAST Regulations for the last three years. The promoters also attached supporting documents, including annexures detailing the disclosures made during this period.

The shareholding structure of the company before and after the proposed transfer also reflects the changes. For instance, the holding of Rashmi C Bhimjyani will rise from 40.30 percent to 48.32 percent after the transfer, while R T Agro Private Limited’s holding will increase from 2.30 percent to 9.80 percent. Conversely, Bhavik Rashmi Bhimjyani’s holding will reduce from 15.57 percent to a negligible 0.05 percent. However, the total promoter and promoter group holding will remain unchanged at around 70.77 percent of the company’s equity share capital.

The company has emphasized that the transactions are being carried out in full compliance with regulatory requirements, and necessary intimation has been given to the stock exchange at least four working days in advance of the execution date.

This development is significant for shareholders and market observers as it reflects internal restructuring within the promoter group while maintaining overall control. Such inter se transfers are common in family-owned or closely held companies where ownership is consolidated within family members or associated entities.

Neelkanth Limited, with its registered office in Mumbai, has assured stakeholders that there is no change in the overall promoter group’s commitment and control over the company. The disclosure aligns with SEBI’s emphasis on transparency in promoter shareholding changes.

In conclusion, the inter se transfer of 15.52 percent shares among promoters of Neelkanth Limited is a regulatory-compliant move under SEBI SAST Regulations, ensuring no dilution or change in the overall promoter group’s holding. The filing reiterates the company’s adherence to corporate governance standards and provides clarity to the public and investors about promoter-level restructuring.

This transaction, scheduled for execution on or after September 23, 2025, will now be closely monitored by stakeholders to assess its implications on the company’s governance and strategic direction.

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