SEBI Order Details

  • Order Number: WTM/KCV/CFD/13/2026-27
  • Order Date: October 14, 2026
  • Authority: Kamlesh Chandra Varshney, Whole Time Member, SEBI
  • Regulation: Exemption granted under Regulation 11(5) of SEBI SAST Regulations, 2011

Transaction Details

  • Acquirer: Shashi Kiran Shetty Family Trust
  • Target Company: Allcargo Logistics Limited
  • Number of Shares: 51,54,24,268 equity shares
  • Percentage of Paid-up Capital: 34.41%
  • Transaction Type: Direct acquisition of shares including voting rights

Purpose and Rationale

The proposed transaction is an internal re-organisation of shareholding within the promoter(s) and promoter(s) group for family succession planning. The acquisition will be undertaken in accordance with terms and conditions specified in the SEBI Order and other applicable regulations/laws.

Ownership Impact

  • No change in ultimate beneficial ownership
  • No change in economic interest
  • No change in voting control or control of the Company
  • Aggregate shareholding of promoter(s) and promoter(s) group remains unchanged
  • Public shareholding remains unaffected at 59.27%
  • Minimum Public Shareholding requirements continue to be met

Exemption Scope

The exemption granted by SEBI is limited to the open-offer requirements under Regulations 3 and 4 of SEBI SAST Regulations, 2011. The exemption does not cover:

  • Disclosure requirements under Chapter V of SAST Regulations
  • Compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015
  • Compliance with Listing Obligations and Disclosure Requirements Regulations, 2015
  • Any other applicable acts, rules and regulations

Conditions of Exemption

1. Acquisition must comply with Companies Act, 2013 and other applicable laws

2. Acquirer Trust must file a report with SEBI within 21 days of acquisition completion

3. All statements and facts in the application must remain true and correct

4. Full compliance with statements, disclosures and undertakings made in the application

5. Compliance with Chapter 8 of SEBI Master Circular dated February 16, 2023

6. Trust Deed covenants must not contradict exemption conditions

7. Annual compliance confirmation must be furnished to Target Company

8. Annual independent auditor certification must be obtained and disclosed

Trust Structure Compliance

The Family Trust complies with SEBI Master Circular requirements including:

  • Trustees and beneficiaries are exclusively existing promoters and their immediate relatives/lineal descendants
  • No third-party interests in the Trust
  • Beneficial interests cannot be transferred, assigned or encumbered
  • Assets distributed only to beneficiaries or legal heirs upon dissolution
  • Trustees cannot delegate powers to non-trustees
  • Timely disclosure of any changes in trustees/beneficiaries
  • Ownership treated as vesting with both trustees and beneficiaries
  • Liabilities of individual transferors remain unchanged

Validity Period

The exemption remains valid for one (1) year from October 14, 2026. The acquisition must be completed within this period, failing which the exemption will lapse.

Application History

  • Original Application: March 19, 2026
  • Addendum: September 07, 2026
  • Corrigendum and Addendum: September 30, 2026

Shareholding Structure (Pre and Post Transaction)

Pre-Transaction Promoter Holding:

  • Shashi Kiran Janardhan Shetty: 51,54,24,268 shares (34.41%)
  • Adarsh Sudhakarrao Hudge: 2,87,15,463 shares (1.92%)
  • Shashi Kiran Janardhan Shetty (HUF): 2,98,24,060 shares (1.99%)
  • Other promoter entities: 2,94,05,412 shares (1.96%)

Post-Transaction Holding:

  • Shashi Kiran Shetty Family Trust: 51,54,24,268 shares (34.41%)
  • Other promoter holdings remain unchanged
  • Total promoter shareholding remains at 40.28%
  • Public shareholding remains at 59.27%