IZMO Ltd

IZMO Ltd – Trading window closure from Oct 01, 2026; reopening after 48 hours from the announcement of Un-Audited Financial Results for the quarter and half year ended Sep 30, 2026.

Key parties

• Target company: Izmo Limited.
• Acquirer: Dinanath Soni; promoter group.
• PAC: Dinanath Soni.
• Acquirer belongs to promoter group: Yes.

Listings

• Shares listed on BSE Limited and NSE.

Acquisition details

• Date of acquisition: 29 September 2026.
• Mode: Inter-se transfer of promoter shares as gift.
• Before acquisition: Nil holding by acquirer and PACs.
• Shares acquired: 7,48,128; 4.99% of paid-up capital.
• Consideration: Gift; no monetary consideration.
• Post-acquisition: 7,48,128 shares; 4.99%.

Capital and voting

• Equity share capital before: 1,49,80,321 shares of Rs 10.
• Equity share capital after: 1,49,80,321 shares of Rs 10.
• Total voting capital after: 1,49,80,321 shares.

Transaction details

• Target company Izmo Limited.
• Acquirer: Tej Soni; promoter group.
• Listed on BSE and NSE.
• Pre-acquisition holding: Nil in all categories.
• Acquired 14,96,257 equity shares (9.99%).
• Mode: Inter-se transfer as gift (off-market).
• Date of acquisition: 28 September 2026.
• Post-acquisition holding: 14,96,257 shares; 9.99%.
• Equity share capital before: 1,49,80,321 shares of Rs 10.
• Equity share capital after: unchanged at 1,49,80,321 shares of Rs 10.
• Total diluted share capital after: NA.
• Salient features: NA.
• Encumbrances: Nil.
• Gift from promoters Shashi Soni and Kiran Soni.

Transaction basics

• Inter-se transfer of 14,96,257 equity shares as a gift, off-market.
• Acquirer: Promoter Group member; Transferors: Promoter Group members.
• Exemption: Regulation 10(1)(a)(i) under SAST.
• Consideration: Nil; transfers made as gift.

Shareholding changes

• Acquirer post-transaction: 14,96,257 shares (9.99%).
• Transferor 1: pre 16.08% (24,08,862); post 6.31% (9,45,596).
• Transferor 2: pre 14.99% (22,45,721); post 14.77% (22,12,730).

Promoter group impact

• Promoter group gains member with 9.99% stake post-transaction.

Transaction details

• Inter-se transfer of promoter equity shares to acquirer as a gift; off-market.
• Exemption: Regulation 10(1)(a)(i) open offer exemption.
• Acquirer: promoter-group member; Transferor: promoter.
• Acquired 7,48,128 shares, 4.99% of capital.
• Off-market inter-se transfer; gift with nil consideration.
• Acquirer pre-holdings: 0%.
• Transferor pre-holdings: 14.77% (22,12,730).
• Acquirer post-holdings: 4.99% (7,48,128).
• Transferor post-holdings: 9.77% (14,64,602).

Transaction details

• Nature: Inter-se promoter transfer of equity shares.
• Method: Off-market gift with Nil consideration.
• Acquirer: promoter group; Transferors: two promoters.
• Exemption: Regulation 10(1)(a)(i).
• Shares acquired: 14,96,257 equity shares, 9.99%.
• Pre-transaction: Promoter-1 22,45,721 shares (14.99%).
• Pre-transaction: Promoter-2 24,08,862 shares (16.08%).
• Post-transaction: Acquirer promoter 14,96,257 shares (9.99%).
• Post-transaction: Promoter-1 22,12,730 shares (14.77%).
• Post-transaction: Promoter-2 9,45,596 shares (6.31%).
• Public shareholding unaffected.
• Promoter group composition unchanged; control remains with promoters.

Transaction details

• Inter-se promoter-to-promoter transfer in Izmo Limited as a gift.
• Exemption: Regulation 10(1)(a)(i) of SAST.
• Acquirer is promoter group member; transferor is promoter.
• Acquired shares: 7,48,128 equity shares, 4.99% of paid-up capital.
• Method: off-market inter-se transfer; gift; nil consideration.
• Pre-transaction: transferor held 22,12,730 shares (14.77%).
• Pre-transaction: acquirer held 0 shares.
• Post-transaction: acquirer 7,48,128 shares (4.99%); transferor 14,64,602 shares (9.77%).
• Change in control/promoter structure: no change; intra-promoter transfer.
• Public shareholding: unaffected.

AGM Details

• Date: 25-09-2026; Start: 12:30 PM; End: 1:12 PM.
• Mode: physical meeting with video conferencing facility.
• Record date: 18-09-2026.
• Shareholders on record: 32,676.
• Video-conference attendees: 3 promoters, 66 public.

Resolutions

• Resolution 1 (Ordinary): Adopt audited standalone and consolidated financial statements — Passed.
• Resolution 2 (Ordinary): Re-appoint Sanjay Soni as Director by rotation — Passed.
• Resolution 3 (Special): Re-appoint Mrs. Kiran Soni as Whole-time Director — Passed.
• Resolution 4 (Special): Voluntary delisting of equity shares from Calcutta Stock Exchange — Passed.

Voting results

• Resolution 1: In favour 99.997%; against 0.003% (polled ~5.56 million).
• Resolution 2: In favour 99.997%; against 0.003% (polled ~5.56 million).
• Resolution 3: In favour 99.866%; against 0.134% (polled ~5.56 million).
• Resolution 4: In favour 99.991%; against 0.009% (polled ~5.56 million).

Dividend

• Dividend proposed or declared: none.

Directors

• Re-appointment of Sanjay Soni as Director by rotation.
• Re-appointment of Mrs. Kiran Soni as Whole-time Director.

Auditors

• No changes to statutory, secretarial, or cost auditors reported.

Related party transactions

• No material related party transactions disclosed.

Other approvals

• Voluntary delisting of equity shares from Calcutta Stock Exchange Limited.

AGM Details

• AGM held on 25 September 2026 at 12:30 PM IST via VC/OAVM.
• Meeting concluded at 01:12 PM IST; e-voting from 22–24 September 2026.
• Chairperson Mrs. Shashi Soni chaired; quorum was confirmed.

Key Resolutions

• Ordinary: Adopt audited standalone and consolidated financial statements for FY 2025-26.
• Ordinary: Re-appoint Sanjay Soni as Managing Director, retires by rotation.
• Special: Re-appoint Kiran Soni as whole-time director.
• Special: Voluntary delisting of equity shares from Calcutta Stock Exchange.

Voting Results

• Voting results not disclosed in the provided summary.