Key Transaction Details

Parties Involved:

  • Acquirer: Mr. Saurabh Goyal (Sole Promoter)
  • Sellers: Ms. Payal Goyal (Promoter Group) and Mr. Aryan Goyal (Promoter Group)

Transaction Specifics:

  • Number of Shares Transferred: 32,19,113 equity shares
  • Date of Acquisition: 02 July 2026
  • Mode of Acquisition: Off-market transfer by way of gift under a Family Settlement Agreement dated June 17, 2026
  • Acquisition Price: INR Nil per share
  • Exemption Clause: Regulation 10(1)(a)(ii) of the SEBI Takeover Regulations

Shareholding Changes

Pre-Transaction Holding (as of a date prior to July 2, 2026):

  • Saurabh Goyal (Acquirer): 32,78,056 shares (34.35% of total share capital)
  • Smita Goyal (PAC): 7 shares (0.00%)
  • Payal Goyal (Seller): 20,59,928 shares (21.59%)
  • Aryan Goyal (Seller): 11,59,185 shares (12.15%)
  • Total Promoter & Promoter Group: 64,97,176 shares (68.09%)
  • Public Shareholding: 30,44,744 shares (31.91%)
  • Total Issued Capital: 95,41,920 shares

Post-Transaction Holding:

  • Saurabh Goyal (Acquirer): 64,97,169 shares (68.09%)
  • Smita Goyal (PAC): 7 shares (0.00%)
  • Payal Goyal (Seller): 0 shares (0.00%)
  • Aryan Goyal (Seller): 0 shares (0.00%)
  • Total Promoter & Promoter Group: 64,97,176 shares (68.09%) - unchanged in number, changed in distribution
  • Public Shareholding: 30,44,744 shares (31.91%)
  • Total Issued Capital: 95,41,920 shares (unchanged)

Regulatory Compliance & Timeline

  • Prior Intimation to Stock Exchanges (Regulation 10(5)): Submitted on 23 June 2026, at least 4 working days before the proposed acquisition (which was scheduled for on or after July 1, 2026).
  • Post-Acquisition Report to Stock Exchanges (Regulation 10(6)): Submitted on 07 July 2026, within 4 working days of the acquisition (which occurred on July 2, 2026).
  • Report to SEBI (Regulation 10(7)): Submitted on 08 July 2026, within 21 working days of the acquisition. The report was accompanied by the requisite fees.
  • Volume Weighted Average Price (VWAP): The VWAP for the 60 trading days preceding the date of the prior intimation (23 June 2026) was INR 250.54. The acquisition price of Nil was confirmed to be not higher than 25% above this calculated price.

Historical Shareholding Context

The document provides shareholding data for the acquirer and sellers for the three years prior to the transaction:

  • As of 31.03.2024 (Year-3): Saurabh Goyal (31,49,203), Payal Goyal (27,98,427), Aryan Goyal (3,75,983)
  • As of 31.03.2025 (Year-2): Saurabh Goyal (31,86,158), Payal Goyal (24,59,928), Aryan Goyal (7,23,353)
  • As of 31.03.2026 (Year-1): Saurabh Goyal (32,17,214), Payal Goyal (20,59,928), Aryan Goyal (11,59,185)

Relationship Between Parties

The acquirer and sellers are all part of the Promoter and Promoter Group of Nureca Limited. Specifically:

  • Mr. Saurabh Goyal (Acquirer) is the brother-in-law of Ms. Payal Goyal (Seller), being her spouse's brother.
  • Mr. Saurabh Goyal (Acquirer) is the brother of Mr. Aryan Goyal (Seller).

Stated Rationale

The rationale for the transfer is stated as "Inter-se transfer amongst promoters pursuant to family arrangement / internal re-alignment of promoter shareholding."

Capital Structure Impact

The transaction involves a change in the distribution of shares within the promoter group but does not change the total number of shares held by the promoter group (64,97,176) or the total issued capital of the company (95,41,920 shares). Consequently, there is no dilution or change in the public shareholding percentage.

Cash Flow Implications

The acquisition was made at a price of INR Nil per share; therefore, there was no cash outflow for the acquisition.

Declarations and Confirmations

  • The acquirer declared that all conditions specified under Regulation 10(1)(a)(ii) for the exemption have been duly complied with.
  • The acquirer and sellers confirmed compliance with the disclosure requirements of Chapter V (particularly Regulation 29(2)) of the Takeover Regulations during the three years prior to the proposed acquisition. Copies of these historical disclosures were attached as Annexure C.
  • The report includes a declaration that the information provided is true and nothing has been concealed.

Annexures Referenced

The main report is supported by several annexures:

  • Annexure-A: Copy of the report submitted to stock exchanges under Regulation 10(5) dated 23 June 2026.
  • Annexure-B: Copy of the report submitted to stock exchanges under Regulation 10(6) dated 07 July 2026.
  • Annexure-C: Copies of disclosures made under Regulation 29(2) during the previous three years.
  • Annexure-D: Detailed individual equity shareholding details of the promoter and promoters' group before and after the inter-se transfer.