Nature of the Disclosure

This is a regulatory filing comprising a Report submitted to the Securities and Exchange Board of India (SEBI) under Regulation 10(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, concerning an acquisition of shares via an inter-se transfer by way of gift among promoters of Asian Hotels (West) Limited. The filing also includes copies of annual declarations made under Regulation 31(4) of the same regulations for the financial years 2024, 2025, and 2026.

Key Quantitative Figures

  • Shares Acquired: 951,137 shares were transferred from Vinita Gupta to Sandeep Gupta.
  • Acquisition Price: The acquisition was by way of gift; therefore, the price per share was NIL.
  • Shareholding Change - Acquirer (Sandeep Gupta): Holding increased from 950,833 shares (8.16% of total capital) to 1,901,970 shares (16.32% of total capital).
  • Shareholding Change - Seller (Vinita Gupta): Holding decreased from 1,151,141 shares (9.88% of total capital) to 200,000 shares (1.72% of total capital).
  • Fee Paid to SEBI: A total fee of ₹177,000 was paid, comprising ₹150,000 as fees and ₹27,000 as 18% GST.
  • Total Share Capital of Target Company: The calculations are based on a total share capital of 11,655,000 shares.

Dates of Action

  • Date of Acquisition: September 9, 2026
  • Date of Report to Stock Exchanges (Reg. 10(5)): August 27, 2026
  • Date of Report to Stock Exchanges (Reg. 10(6)): September 11, 2026
  • Date of Report to SEBI (Reg. 10(7)): September 17, 2026
  • Date of Fee Payment to SEBI: September 17, 2026
  • Dates of Annual Declarations (Reg. 31(4)): April 1, 2025 (for FY24), April 1, 2026 (for FY25), and a subsequent declaration for FY26.

Parties Involved

  • Acquirer: Sandeep Gupta (Promoter). Contact: 4/11, Shanti Niketan, New Delhi-110021; Phone: 9811061495; Email: sandeepg.officiall@gmail.com.
  • Seller: Vinita Gupta (Promoter).
  • Target Company: Asian Hotels (West) Limited. Registered Office: 6th Floor, Aria Towers, J.W. Marriott, New Delhi Aerocity, Asset Area 4, Hospitality District, Near IGI Airport, New Delhi - 110037.
  • Stock Exchanges: National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Scrip Codes: AHLWEST (NSE) and 533221 (BSE).
  • Persons Acting in Concert (PACs): The promoter group includes Gunjan Jain, Madhu Jain, Renu Arun Aggarwal, and Chaman Lal Gupta And Sons HUF. Their shareholdings remained unchanged by this transaction.
  • Regulator: Securities and Exchange Board of India (SEBI).

Purpose and Rationale

The acquisition was an inter-se transfer of shares by way of gift among promoters, specifically from a mother (Vinita Gupta) to her son (Sandeep Gupta). The stated purpose for the regulatory filing is to claim an exemption from the obligation to make an open offer under Regulation 10(1)(a)(i) of the Takeover Regulations for acquisitions between 'immediate relatives'.

Financial and Operational Impact

  • Capital Structure Impact: The transaction results in a change in the distribution of shares within the promoter group. Sandeep Gupta's voting rights increase by 8.16 percentage points, while Vinita Gupta's decrease by the same amount. The total promoter group holding remains unchanged.
  • Cash Flow Implications: There was no cash outflow for the acquisition itself as it was a gift. An outflow of ₹177,000 occurred for regulatory fees payable to SEBI.

Compliance and Declarations

  • The acquirer confirmed that all conditions for the exemption under Regulation 10(1)(a)(i) have been complied with.
  • The acquirer and sellers declared compliance with Chapter V of the Takeover Regulations for the three years prior to the acquisition, referencing the attached Regulation 31(4) yearly disclosures.
  • The annual Regulation 31(4) declarations for FY 2024, 2025, and 2026 state that the shareholding of the listed promoters in Asian Hotels (West) Limited was not encumbered during those financial years.
  • A note in the FY2026 declaration states that trading in the company's shares, which was previously suspended, is set to resume on the NSE and BSE from April 2, 2026, in a restricted trade-for-trade segment.

Other Information

  • The UTR number for the NEFT payment of fees to SEBI is HSBCN52026091787533899.
  • The beneficiary account for SEBI fees is held with CITI BANK, D.N. Road Fort, Mumbai (IFSC: CITI0100000, A/c No: BDSKDEF7UVD1WAJQ54).
  • A note mentions the death of promoter Mr. Sushil Kumar Gupta on October 29, 2021, and that his demat accounts are frozen pending transmission.