Timescan Logistics gift would shift 29.10% promoter stake

Timescan Logistics (India) Limited disclosed that a proposed gift of 20,33,880 equity shares, or 29.10% of paid-up equity capital, on or after 5 November 2026 would move shares from Moulana Taufeek Islam to A M Benasir Begum and raise her holding to 29.12% from 0.014%.

What stake would Timescan Logistics transfer?

Timescan Logistics would transfer 20,33,880 equity shares of Rs 10 each, equal to 29.10% of its paid-up equity share capital. The 30 October 2026 notice identifies Moulana Taufeek Islam as transferor and A M Benasir Begum as transferee, and says both were promoter-group members before the proposed transaction.

The 20,33,880 shares are proposed to move through an inter-se transfer among promoters and immediate relatives rather than through a market sale. The prescribed disclosure describes the transaction as a gift between husband and wife without consideration, and records the proposed acquisition price as nil.

The proposed transfer represents part of Islam’s pre-transaction holding of 50,93,880 equity shares, or 72.89% of Timescan Logistics. He would retain 30,60,000 shares after the transfer, according to the 30 October letter and the disclosure made under Regulation 10(5).

When would the Timescan Logistics share gift occur?

Timescan Logistics says the proposed acquisition would occur on or after 5 November 2026, no earlier than four working days after the 30 October 2026 notice. The filing does not state a precise execution time or confirm completion, describing the transaction as proposed.

The notice was sent to the National Stock Exchange of India Limited under Regulation 10(5) of the Securities and Exchange Board of India (SEBI) Substantial Acquisition of Shares and Takeovers Regulations, 2011. Timescan Logistics is identified under the trading symbol TIMESCAN in the 30 October communication.

The stated date matters because the ownership figures are before-and-after projections tied to the proposed 5 November 2026 transfer. Before it, Begum held 1,020 shares, or 0.014%; after it, she would hold 20,34,900 shares, or 29.12%, including her existing holding.

How would Timescan Logistics promoter holdings change?

Timescan Logistics would record a redistribution of holdings between the two named promoter-group members: Begum’s holding would rise by 20,33,880 shares to 20,34,900 shares, while Islam’s would fall by the same number to 30,60,000 shares. Their disclosed ownership percentages would become 29.12% and 43.79%, respectively.

Begum’s stated post-transfer total of 20,34,900 shares combines the proposed gift of 20,33,880 shares with her pre-existing 1,020 shares. Islam’s 30,60,000-share balance also matches the difference between his 50,93,880 shares before the transaction and the proposed transferred quantity.

The disclosure does not describe a new share issue, buyback or alteration of Timescan Logistics’ paid-up equity capital. It instead reports the movement of existing shares between two promoter-group relatives, with the 29.10% figure measured against the company’s total share capital.

Why would the Timescan Logistics transaction not require an open offer?

Timescan Logistics’ disclosure says the proposed acquisition is exempt from an open offer under Regulation 10(1)(a)(i) and 10(1)(a)(ii) of the SEBI Takeover Regulations, 2011. The disclosed rationale is an inter-se promoter-group transfer between relatives, specifically husband and wife, conducted as a nil-consideration gift.

The acquirer declares that the transferor and transferee have complied or will comply with applicable disclosure requirements under Chapter V of the Takeover Regulations. The filing also records a declaration that conditions for the exemption under Regulation 10(1)(a) have been duly complied with.

The filing marks the 60-trading-day volume-weighted average market price field as not applicable, as well as the valuation field for infrequently traded shares under Regulation 8. It also marks as not applicable the declaration on an acquisition price exceeding the relevant computed price by more than 25%, consistent with the disclosed nil acquisition price.

Conclusion

The proposed 5 November 2026 gift would shift 29.10% of Timescan Logistics’ equity capital from Islam to Begum without consideration. It would reduce Islam’s disclosed holding from 72.89% to 43.79% and increase Begum’s from 0.014% to 29.12%, while the filing characterises the event as an inter-se promoter-family transfer.

The next disclosed milestone is execution on or after 5 November 2026, subject to the four-working-day condition in the 30 October 2026 notice. Investors can watch for a completion confirmation or a subsequent shareholding disclosure showing Begum at 20,34,900 shares and Islam at 30,60,000 shares.