Key Quantitative Figures

  • Total paid-up equity share capital: ₹3,08,90,120 divided into 61,78,024 equity shares of ₹5 each
  • Proposed acquisition: 17,96,899 equity shares (29.09% of total paid-up capital)
  • Ajita Nachane transferring: 7,13,449 shares (11.55%)
  • Rahul Nachane transferring: 10,83,450 shares (17.54%)
  • Pre-transaction promoter holding: 44,78,646 shares (72.49%)
  • Post-transaction promoter holding: 44,78,646 shares (72.49%) - unchanged
  • Public shareholding: 16,99,378 shares (27.51%) - unchanged

Dates of Action

  • SEBI Order Date: October 9, 2026
  • Order Reference: WTM/KCV/CFD/11/2025-26
  • Company Receipt Date: October 12, 2026
  • Filing Date: October 13, 2026
  • Exemption Validity Period: 1 year from October 9, 2026

Parties Involved

Target Company: NGL Fine-Chem Limited (Registered office: 301, E-Square, Subhash Road, Vile Parle East, Mumbai-400057)

Proposed Acquirers:

  • Ajita Nachane Family Trust (Trustee: Rahul Nachane)
  • Rahul Nachane Family Trust (Trustee: Ajita Nachane)

Transferors:

  • Ajita Nachane (promoter)
  • Rahul Nachane (promoter)

Other Promoters:

  • Rajesh Lawande (21.89% holding)
  • Sunita Potdar (13.14% holding)
  • PCI Ferrmone Chemicals (India) Pvt. Ltd. (8.38% holding)
  • Pushpa Lawande (0% holding)

Purpose and Rationale

The proposed acquisition is for succession planning and ensuring welfare of family members and their lineal descendants who are part of the promoter group. It constitutes an intra-group transfer among promoters/promoter group with no commercial nature.

Conditions and Compliance Requirements

SEBI granted exemption subject to the following conditions:

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

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

3. All statements in application must remain true and correct

4. Compliance with SEBI Master Circular Chapter 8 requirements

5. Trust deeds must not contain contrary covenants (must be modified if necessary)

6. Annual compliance confirmation to Target Company for quarterly shareholding pattern disclosure

7. Annual independent audit certification submitted to stock exchanges and SEBI

8. Exemption limited to open offer requirements only - all other disclosure requirements under SAST Regulations remain applicable

9. Compliance with PIT Regulations, LODR Regulations, and other applicable regulations required

Trust Structure Details

Ajita Nachane Family Trust:

  • Settlor/Transferor: Ajita Nachane (self and promoter)
  • Trustee: Rahul Nachane (husband and promoter)
  • Beneficiaries: Ahaan Nachane (son), Nupur Nachane Narang (daughter)

Rahul Nachane Family Trust:

  • Settlor/Transferor: Rahul Nachane (self and promoter)
  • Trustee: Ajita Nachane (wife and promoter)
  • Beneficiaries: Ajita Nachane (wife and promoter), Ahaan Nachane (son), Nupur Nachane Narang (daughter)

Financial Impact

No change in total share capital or promoter group ownership percentage. The transaction represents an internal restructuring without financial consideration. No impact on company's operations or financial position.

Additional Information

  • Application fee remitted on August 06, 2026
  • Transferors have been promoters for at least 3 years prior to application
  • Trusts are irrevocable, discretionary private family trusts
  • No layering in trustees/beneficiaries structure
  • No limitation of liability clauses in trust deeds