Authority: Kamlesh Chandra Varshney, Whole Time Member, Securities and Exchange Board of India

Order Date: July 03, 2026

Case Overview

The order pertains to an application filed by C.T. Doshi Family Trust (Acquirer Trust) seeking exemption from the obligation to make a public announcement of an open offer under Regulations 3, 4, and 5 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations). The application was made in relation to the proposed direct and indirect acquisition of shares and voting rights in Waaree Energies Limited (Target Company), a listed company.

The proposed acquisition involves two parts: (1) a direct transfer of 12,90,86,802 equity shares (44.88% of paid-up capital) from Chimanlal Tribhuvandas Doshi to the Acquirer Trust without consideration; and (2) an indirect acquisition through the transfer of 1,99,999 shares (100% holding) in Waaree Sustainable Finance Private Limited (WSFPL) from Chimanlal Tribhuvandas Doshi to the Acquirer Trust, which holds 5,27,67,331 shares (18.34%) in the Target Company. The total acquisition would constitute 63.22% of the Target Company's voting rights.

The primary grounds for seeking exemption were that the acquisition represents an inter-se transfer within the promoter group for succession planning purposes (Chimanlal Tribhuvandas Doshi is 91 years old), with no change in aggregate promoter shareholding (64.22% pre and post-acquisition), no change in control or management, and no adverse impact on public shareholders. The Acquirer Trust demonstrated compliance with 12 of the 13 conditions specified in SEBI Master Circular No. SEBI/HO/CFD/PoD1/P/CIR/2023/31 dated February 16, 2023, except for the requirement that the transferor be disclosed as a promoter in shareholding patterns for at least 3 years prior to transfer (the company was listed only on October 28, 2024).

The Takeover Panel considered the application and recommended granting exemption, noting that despite the technical non-compliance with the 3-year disclosure requirement, there was no ultimate change in control and no prejudice to public shareholders' interests. The Panel considered the disclosure of Chimanlal Tribhuvandas Doshi as a promoter in Draft Red Herring Prospectuses filed in September 2021 and December 2023 as substantial compliance.

Final Outcome

SEBI granted exemption to C.T. Doshi Family Trust from the open offer requirements under Regulations 3, 4, and 5 of the SAST Regulations, 2011, subject to several conditions: (1) the acquisition must comply with the Companies Act, 2013 and other applicable laws; (2) the Acquirer Trust must file a report with SEBI within 21 days of completing the acquisition; (3) all statements in the application must remain true and correct; (4) the Trust must comply with all disclosures, undertakings, and provisions of Chapter 8 of the SEBI Master Circular; and (5) trust deed covenants must not contradict these conditions. The exemption is valid for one year from the order date, after which it will lapse if not implemented. The exemption applies only to open offer requirements and not to other disclosure obligations under SAST Regulations, insider trading regulations, or listing regulations.

Topics: SEBI Exemption, Family Trust, Takeover Regulations