Trinity League signs ₹10 lakh sale of entire Agrotech stake

Trinity League India Limited signed an agreement on November 4, 2026, to sell its entire 50% holding, or 3,523,800 shares, in Agrotech Risk Private Limited to promoter-director Madhulika Jain for ₹10 lakh, but had received no consideration on the disclosure date.

What exactly is Trinity League selling to Madhulika Jain?

Trinity League is selling all 3,523,800 equity shares it owns in Agrotech, representing 50% of Agrotech’s equity share capital, for aggregate consideration of ₹10 lakh. The transaction is documented through a Share Purchase Agreement, or SPA, executed on November 4, 2026, between Trinity League and Madhulika Jain, identified in the disclosure by Director Identification Number 00437683.

The agreed sale covers Trinity League’s entire investment in its associate company rather than a partial dilution. On completion, Trinity League will cease to hold the disclosed 50% shareholding in Agrotech. The ownership change is therefore from a 50% holding before completion to no holding after the share transfer is completed under the SPA and applicable law.

Trinity League’s board considered and approved the finalisation and execution of the SPA at its November 4, 2026 meeting. The meeting began at 3:00 PM and concluded at 3:45 PM, according to the filing. The agreement followed the members’ prior approval on September 30, 2026 for the proposed sale and transfer of the same 50% Agrotech stake.

Why is the Agrotech sale a related-party transaction?

Trinity League classifies the sale as a related-party transaction because buyer Madhulika Jain is both a director and promoter of Trinity League. The filing says she belongs to the promoter and promoter group, making the buyer’s relationship with Trinity League central to the transaction’s governance treatment.

Members approved the proposed transaction as a material related-party transaction at Trinity League’s 38th Annual General Meeting, or AGM, held on September 30, 2026. The approval was disclosed as being under Regulation 23 of the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulations, or SEBI LODR Regulations.

The disclosure also states that the transaction is on an arm’s-length basis. That statement is Trinity League’s reported classification of the ₹10 lakh SPA; the announcement does not provide a valuation method, valuation report or a per-share price calculation for the 3,523,800 shares. It does, however, identify the stated rationale as Trinity League’s exit from Agrotech and a restructuring of Agrotech’s shareholding.

What was Agrotech’s contribution and carrying value?

Agrotech made no contribution to Trinity League’s turnover, revenue or income in financial year 2025-26, according to the annexure to the November 4, 2026 disclosure. Trinity League specifically reported nil income or contribution from Agrotech for that full financial year, separating the associate’s reported contribution from the ₹10 lakh consideration agreed for the share sale.

The carrying value of Trinity League’s investment in Agrotech was nil as at March 31, 2026, after provision for diminution in the value of investments. This means the disclosed balance-sheet carrying value at that date was nil, while the SPA subsequently set a contractual sale consideration of ₹10 lakh on November 4, 2026.

The distinction between the ₹10 lakh agreed amount and the nil carrying value matters for reading the announcement. The filing presents the first as the total consideration under the SPA and the second as the investment’s carrying value after the provision as at March 31, 2026. It does not state how the sale consideration will be reflected in Trinity League’s financial statements.

Agrotech’s nil contribution in FY 2025-26 is also different from whether cash has been collected under the SPA. Trinity League reported that consideration received as on the date of disclosure was nil, despite having signed an agreement for ₹10 lakh. The filing therefore records a signed transaction, not a completed transfer or consideration receipt.

When will Trinity League complete the Agrotech exit?

Trinity League will complete the Agrotech exit only after the applicable conditions under the SPA are fulfilled and the required statutory, regulatory, corporate and share-transfer formalities are completed. The November 4, 2026 announcement gives no calendar completion date, instead linking completion to these conditions and the terms of the SPA.

Until those steps are completed, the filing says the actual transfer of the 3,523,800 shares remains to occur in accordance with the SPA and applicable laws. Trinity League disclosed nil consideration received as of November 4, 2026, while the announcement did not report that the transfer had been completed.

The deal is not being undertaken under a scheme of arrangement, according to the annexure. Instead, it is a direct sale of Trinity League’s equity shareholding in its associate, with the intended effect that Trinity League’s 50% Agrotech holding will end when the transaction completes.

The next disclosed milestone is fulfilment of the SPA’s conditions and the associated formalities, rather than another stated board or shareholder vote. The September 30, 2026 AGM approval and November 4, 2026 SPA execution establish the approvals and agreement already obtained, while completion remains pending.

Conclusion

Trinity League has formalised a full exit from Agrotech through a ₹10 lakh agreement to sell 3,523,800 shares, representing 50% of Agrotech, to its promoter-director Madhulika Jain. The transaction follows material related-party approval at the September 30, 2026 AGM, and Trinity League has stated that it is on an arm’s-length basis.

What to watch next is completion of the statutory, regulatory, corporate and share-transfer conditions set out in the SPA. Trinity League had received nil consideration on November 4, 2026, and its holding will move from 50% to nil only when those formalities are completed and the share transfer takes effect.