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

Order Date: October 09, 2026

Case Overview

The order concerns an application filed by Ajita Nachane Family Trust (Acquirer Trust 1) and Rahul Nachane Family Trust (Acquirer Trust 2) seeking exemption from the mandatory open offer requirements under regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations, 2011). The application was filed through trustees Mr. Rahul Nachane and Mrs. Ajita Nachane on August 06, 2026, with the applicable fee remitted.

The proposed acquisition involves transfer of 17,96,899 equity shares (29.09% of total paid-up capital) in NGL Fine-Chem Limited from individual promoters Mrs. Ajita Nachane (7,13,449 shares, 11.55%) and Mr. Rahul Nachane (10,83,450 shares, 17.54%) to their respective family trusts. NGL Fine-Chem is a listed company with shares trading on BSE and NSE, having a total paid-up capital of INR 3,08,90,120 divided into 61,78,024 equity shares of INR 5 each.

The applicants argued that the transaction constitutes intra-group transfer among promoters for succession planning and family welfare purposes, with no change in overall promoter shareholding (72.49% pre and post-acquisition) or control of the company. The public shareholding remains unchanged at 27.51%. The trusts are irrevocable, discretionary family trusts with trustees and beneficiaries being immediate family members (spouses and children) of the transferors.

SEBI considered the application under the framework provided in the SEBI Master Circular SEBI/HO/CFD/PoD-1/P/CIR/2023/31 dated February 16, 2023, particularly Chapter 8 which provides guidelines for exemption to trusts. The authority noted that the transferors have been disclosed as promoters/promoter group in the shareholding pattern for at least 3 years prior to the application, fulfilling one of the key conditions.

Final Outcome

SEBI granted exemption to both Acquirer Trusts from complying with the open offer requirements under regulations 3(1) and 4 of the SAST Regulations, 2011 for the proposed acquisition. The exemption is subject to several conditions: (a) the acquisition must comply with Companies Act, 2013 and other applicable laws; (b) the acquirers must file a report with SEBI within 21 days of completion of acquisition; (c) all statements in the application must be true and correct; (d) the trusts must ensure compliance with all disclosures, undertakings and Chapter 8 of the SEBI Master Circular; and (e) trust deeds must not contain covenants contrary to these conditions and must be modified if necessary.

The exemption is limited to open offer requirements and does not exempt the parties from disclosure requirements under Chapter V of SAST Regulations, compliance with PIT Regulations, LODR Regulations, or any other applicable regulations. The exemption remains valid for one year from the date of the order (until October 08, 2027), failing which it will lapse.

Topics: SEBI Exemption, Promoter Share Transfer, Family Trust