Diwakar Finvest Private Limited, acting on behalf of the Promoter and Promoter Group of Emami Limited, has announced a proposed inter-se transfer of equity shares among various promoter entities. The disclosure, dated June 12, 2025, outlines a series of transactions scheduled to be executed on or after June 20, 2025. Crucially, this internal restructuring will not lead to any change in the aggregate shareholding of the Promoter and Promoter Group in Emami Limited, which will remain at 54.84%.
Proposed Inter-se Share Transfer in Emami Limited: Key Details| Particulars | Details |
|---|
| Target Company | Emami Limited |
| Initiating Entity (for disclosure) | Diwakar Finvest Private Limited |
| Nature of Transaction | Inter-se transfer of equity shares among Promoters/Promoter Group |
| Applicable Regulation | Regulation 10(5) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI SAST Regulations") |
| Exemption Availed | Regulation 10(1)(a)(ii) of SEBI SAST Regulations, 2011 |
| Proposed Date of Execution | On or after June 20, 2025 |
| Total Shares Involved in Transfer | 42,84,194 equity shares |
| Percentage of Target Company's Share Capital | 0.98% |
| Impact on Aggregate Promoter Shareholding | Shall remain unchanged at 54.84% (23,93,93,412 shares) |
| Mode of Transfer | i) Off-market by way of gift without consideration ii) Transfer of shares in open market through registered stock broker at prevailing market price |
| VWAP (60 trading days prior to notice) | ₹600.12 per share (on National Stock Exchange) |
Detailed Breakdown of the Proposed Transfer
The proposed inter-se transfer involves a significant number of shares within the promoter group of Emami Limited. This move is aimed at consolidating or reorganizing shareholdings among the promoter entities and individuals, a common practice in family-led businesses for succession planning or internal restructuring. The transaction is being undertaken in compliance with Regulation 10(5) of the SEBI SAST Regulations, 2011, which mandates disclosure for such inter-se transfers. The intimation has been provided at least four working days prior to the proposed execution date, adhering to regulatory requirements.
Entities Involved
A large number of individuals and entities within the Emami promoter group are participating in this inter-se transfer, both as acquirers and transferors. The primary acquirers who will see an increase in their holdings include Smt. Usha Agarwal, Sri Aditya Vardhan Agarwal, Smt. Richa Agarwal, Sri Harsha Vardhan Agarwal, Sri Radhe Shyam Goenka, Smt. Santosh Goenka, Sri Sushil Kumar Goenka, Sri Raj Kumar Goenka, Smt. Saroj Goenka, Sri Mohan Goenka, Sri Manish Goenka, Sri Prashant Goenka, and M/s Diwakar Finvest Private Limited itself, among others. For instance, Diwakar Finvest Private Limited is set to acquire 1,26,830 shares. On the selling side, or those transferring shares, are entities and individuals such as Sri Vibhash Vardhan Agarwal (transferring 5,73,378 shares as gift), Smt. Mansi Agarwal (transferring 16,309 shares as gift), Sri Sushil Kumar Goenka (transferring 6,16,594 shares as gift), Smt. Jyoti Agarwal (transferring 4,88,000 shares as gift), and M/s Suraj Finvest Private Limited (transferring 89,900 shares via open market), along with several other members of the promoter group.
Share Quantities and Transfer Modes
A total of 42,84,194 equity shares of Emami Limited, constituting 0.98% of the company's total share capital, will be transferred. These transfers will occur through two primary methods:
- Gift (Off-market): A significant portion of the shares will be transferred as gifts between promoter group members without any monetary consideration. This is a common method for inter-generational wealth transfer or internal consolidation within promoter families.
- Open Market Transfer: Some shares will be transferred through the open market via a registered stockbroker at the prevailing market price.
Despite these individual changes in shareholdings, the collective stake of the Promoter and Promoter Group in Emami Limited will remain static at 23,93,93,412 shares, or 54.84% of the total paid-up equity share capital.
Rationale for Exemption and Pricing
The inter-se transfer qualifies for an exemption from the obligation to make an open offer under Regulation 10(1)(a)(ii) of the SEBI SAST Regulations, 2011. This exemption is applicable for acquisitions by way of inter-se transfer among qualifying persons or entities within the Promoter and Promoter Group, provided these persons/entities have been named in the shareholding pattern filed by the target company for not less than three years prior to the proposed acquisition. Regarding the pricing for shares transferred via the open market, the disclosure states that the shares of Emami Limited are frequently traded. The volume-weighted average market price (VWAP) for the 60 trading days preceding the date of the notice (June 12, 2025) on the National Stock Exchange (where maximum volume is traded) was ₹600.12 per share. The acquirers have declared that the acquisition price for these open market transfers would not be higher by more than 25% of this computed VWAP.
Compliance and Historical Disclosures
Diwakar Finvest Private Limited has affirmed that the transferors and transferees have complied with, and will continue to comply with, all applicable disclosure requirements under Chapter V of the SEBI SAST Regulations, 2011. This includes disclosures made during the three years prior to the date of the proposed acquisition. An "Annexure A" accompanying the disclosure provides a comprehensive list of past compliance filings made under Chapter V of the SEBI SAST Regulations and disclosures under Regulation 31(1) and 31(2) concerning encumbrances. This demonstrates a history of adherence to regulatory disclosure norms by the promoter group.
Implications for Emami Limited and Shareholders
Inter-se transfers among promoters are generally viewed as internal restructuring activities and do not typically signal a change in the company's management or strategic direction. Since the aggregate promoter shareholding in Emami Limited remains unchanged, the control and management structure of the company are not expected to be affected by this transaction. For public shareholders, such transfers usually have a neutral impact on the stock price in the short term, as they do not involve any fresh infusion or outflow of promoter capital from the company, nor do they alter the free float significantly in a way that affects market dynamics. The primary significance lies in the continued consolidation of promoter interest and potential long-term succession planning within the promoter group. The detailed disclosure ensures transparency and keeps all stakeholders informed about changes in the shareholding pattern within the promoter group, even if the overall promoter stake remains constant.
Concluding Remarks
The proposed inter-se transfer of shares within the Emami Limited promoter group is a procedural step for internal reorganization. By adhering to SEBI regulations and ensuring that the aggregate promoter holding remains consistent, the transaction is designed to be seamless and non-disruptive to the company's operations and its public shareholders. The market will likely view this as a routine corporate action, reflecting the evolving needs of the promoter family and entities.
