SEBI grants exemption from SAST Regulations for 29.09% promoter-family trust transfer
NGL Fine Chem has received a SEBI order granting exemption to Ajita Nachane Family Trust and Rahul Nachane Family Trust from complying with Regulations 3(1) and 4 of the SAST Regulations, 2011, for a proposed acquisition of shares.
By ScoutQuest · · 3 min read
- Shares Proposed to be Transferred
- 17,96,899 shares (29.09%)
- Promoter and Promoter Group Holding
- 44,78,646 shares, or 72.49% (unchanged before and after)
- Public Shareholding
- 16,99,378 shares, or 27.51%
What has been granted
SEBI has passed an order granting exemption to Ajita Nachane Family Trust and Rahul Nachane Family Trust from complying with the requirements of Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, with respect to a proposed acquisition of shares in the company. The order was passed on October 9, 2026 and the company states it received it on October 12, 2026.
Regulations 3(1) and 4 are the rules that normally require an open offer to public shareholders when a person acquires 25% or more voting rights, or acquires control, in a listed company. The exemption means the proposed acquisition can proceed without that open-offer requirement.
What is proposed to move
- 7,13,449 equity shares, being 11.55%, held by Mrs. Ajita Nachane, proposed to be acquired by Ajita Nachane Family Trust
- 10,83,450 equity shares, being 17.54%, held by Mr. Rahul Nachane, proposed to be acquired by Rahul Nachane Family Trust
- Together, 17,96,899 equity shares, representing 29.09% of the total paid-up equity share capital
The update describes this as a transfer of shares held by the two promoters to their respective family trusts.
Who the acquirers are
The order records both trusts as irrevocable, discretionary and private family trusts. The trustees and beneficiaries are individual promoters or their immediate family relatives or lineal descendants. Mrs. Ajita Nachane is the settlor/transferor of Ajita Nachane Family Trust, and Mr. Rahul Nachane is the settlor/transferor of Rahul Nachane Family Trust.
Does the promoter holding change?
No. The order notes the total shareholding of the promoter and promoter group in the company remains the same before and after the proposed transaction.
- Promoter and promoter group: 44,78,646 shares, or 72.49%
- Public shareholders: 16,99,378 shares, or 27.51%
- Total: 61,78,024 equity shares
SEBI also states there will be no change in control of the company and no change in public shareholding. The total equity share capital of the company is also stated to be unchanged by the transaction.
The stated reasons
The applicants sought the exemption for succession planning and the welfare of family members and lineal descendants who are part of the promoter group. They described the proposed acquisition as a mere intra-group transfer among promoters and promoter group and a trust that will form part of the promoter group, and as non-commercial in nature, stating it does not affect or prejudice the rights or interests of public shareholders. They also stated it is not expected to cause any appreciable adverse effect on the price of the shares.
Conditions attached to the exemption
- The proposed acquisitions must be in accordance with the Companies Act, 2013 and other applicable laws
- On completion, the acquirer trusts must file a report with SEBI within 21 days
- The acquirer trusts must confirm annually that they comply with the exemption order, and this confirmation is to be disclosed as a note to the shareholding pattern for the quarter ending March 31 each year
- The acquirer trusts must get their compliance status certified by an independent auditor annually and furnish the certificate to the stock exchanges for public disclosure
- Any change in trustees or beneficiaries, and any change in ownership or control of shares or voting rights held by the trusts, must be disclosed to the stock exchanges within 2 days
- The order records that the beneficial interest of the beneficiaries has not been, and will not be, transferred, assigned or encumbered, and that on dissolution of a trust its assets will be distributed only to its beneficiaries or their legal heirs
How to read this
This is a change in the way certain promoter shares are held — from two promoter individuals to their family trusts — rather than a change in how much of the company the promoter group owns. The update states the promoter group's collective holding and the public shareholding are unchanged, and that there is no change in control.
Also from NGL Fine Chem
GST Show Cause Notice of ₹ 6,18,61,905 received for FY 2022-23
25 Sep 2026
Phase II of Tarapur Greenfield Facility Begins Commercial Production
24 Sep 2026
More numbers
- Total equity shares proposed to be transferred to the family trusts17,96,899 equity shares
- Total proposed acquisition as % of paid-up equity share capital29.09%
- Shares held by Mrs. Ajita Nachane proposed to be transferred7,13,449 equity shares
- Mrs. Ajita Nachane's holding as % of capital11.55%
- Shares held by Mr. Rahul Nachane proposed to be transferred10,83,450 equity shares
- Mr. Rahul Nachane's holding as % of capital17.54%
- Total promoter and promoter group holding before and after44,78,646 72.49%
- Total public shareholding before and after16,99,378 27.51%
Nothing here is a view, opinion or recommendation of ScoutQuest, its parent, directors or employees. ScoutQuest is a technology company: this page was assembled automatically from public sources using artificial intelligence, and may contain errors or omissions. Confirm everything against the original source before you act on it. Any use of this page is at your own risk, and neither ScoutQuest nor its parent, directors or employees accepts liability for it.