Key Transaction Details

  • Acquisition Date: 10th September, 2026
  • Target Company: Chiraharit Limited (Scrip Code: 544561; ISIN: INE12P101018)
  • Acquirer: Malaxmi Climate Resilience Platform Private Limited (CIN: U72100TS2026PTC214335)
  • Seller: Dr. Tejaswini Yarlagadda (Promoter of Target Company)
  • Number of Shares Acquired: 2,87,99,990 Equity Shares of face value Re. 1/- each
  • Acquisition Price: Rs. 8/- per Equity Share
  • Total Transaction Value: Rs. 23,03,99,920 (2,87,99,990 shares × Rs. 8)
  • Percentage of Share Capital: 52.56% of total equity share capital

Shareholding Changes

Acquirer Holding:

  • Pre-acquisition: NIL shares (0%)
  • Post-acquisition: 2,87,99,990 shares (52.56%)

Seller Holding:

  • Pre-acquisition: 2,87,99,990 shares (52.56%)
  • Post-acquisition: NIL shares (0%)

Regulation 10(5) Compliance (Prior Intimation to Stock Exchange):

  • Date of Filing: 31st August, 2026 with BSE Limited
  • Purpose: Prior intimation of proposed acquisition at least 4 working days before acquisition

Regulation 10(6) Compliance (Post-acquisition Report to Stock Exchange):

  • Date of Filing: 11th September, 2026 (intimated on 12th September, 2026)
  • Purpose: Report of actual acquisition within 4 working days of acquisition

Regulation 10(7) Compliance (Report to SEBI):

  • Date of Report: 13th October, 2026
  • Fees Paid: Rs. 1,50,000 + 18% GST = Rs. 1,77,000
  • Payment Date: 12th October, 2026
  • UTR Number: 001255228900
  • Timeliness: Filed within 21 working days from acquisition date (10th September, 2026)

Regulation 29 Disclosures:

  • Regulation 29(1): Filed by acquirer on 11th September, 2026
  • Regulation 29(2): Filed by seller on 11th September, 2026

Exemption Basis

Regulation 10(1)(a)(iii) of SEBI SAST Regulations:

  • Exemption applies to acquisitions between qualifying persons in the promoter group
  • Relationship: Seller (Dr. Tejaswini Yarlagadda) holds 80% of acquirer's paid-up equity share capital and exclusively controls the acquirer
  • Seller is Promoter of Target Company, acquirer is member of Promoter Group
  • Control: Exclusive control over acquirer maintained by seller

Pricing Compliance

  • VWAP Calculation: Rs. 8.65 per Equity Share (60 trading days preceding 31st August, 2026)
  • Acquisition Price: Rs. 8.00 per Equity Share
  • Compliance: Acquisition price not higher by more than 25% of VWAP (Rs. 8.00 vs Rs. 8.65)

Historical Compliance

Both acquirer and seller have complied with Chapter V disclosure requirements:

  • Seller: Regulation 31(4) annual declaration for FY 2025-26 made on 7th April, 2026
  • Acquirer: Incorporated on 9th April, 2026; no prior disclosure obligations arose

Corporate Structure Impact

  • Target Company Equity Capital: Rs. 5,47,96,000 comprising 5,47,96,000 Equity Shares of Re. 1/- each
  • No Change in Total Capital: Transaction involved transfer of existing shares, no new issuance
  • Capital Structure: Unchanged post-transaction

Rationale and Purpose

The acquisition was undertaken for "consolidating the promoter's shareholding in the Target Company under a corporate entity for ease of corporate structuring and long term holding."

Additional Filings

SEBI PIT Regulations Compliance:

  • Seller Disclosure: Regulation 7(2) filing by Dr. Tejaswini Yarlagadda on 11th September, 2026 for sale of shares
  • Acquirer Disclosure: Regulation 7(2) filing by Malaxmi Climate on 11th September, 2026 for purchase of shares

Document Attachments

  • Annexure-I: Fee payment proof (ICICI Bank statement)
  • Annexure-II: Regulation 10(5) filing with BSE
  • Annexure-III: Regulation 10(6) filing with BSE
  • Annexure-IV: Regulation 29(1) and 29(2) disclosures
  • Annexure-V: Regulation 31(4) annual declaration (7th April, 2026)
  • Annexure-VI: SEBI PIT Regulation 7(2) disclosures

Signatories and Authentication

  • Acquirer Representative: Harish Chandra Prasad Yarlagadda, Director (DIN: 00015202)
  • Seller Representative: Dr. Tejaswini Yarlagadda, Promoter
  • All documents digitally signed with timestamps

Financial Impact

  • Cash Outflow: Rs. 23,03,99,920 from acquirer to seller
  • No Dilution: Transaction involved transfer of existing shares
  • No Change: Total outstanding shares remain 5,47,96,000 Equity Shares