SEBI grants exemption from takeover rules for Hindustan Composites acquisition

The acquisition involves transferring stakes in various group entities to the trusts to consolidate control.

Who it concerns: Varunn Mody Family Trust, Shashi Mody Family Trust, Hindustan Composites Limited, Mr. Varunn Mody, Mrs. Shashi Mody, Rasoi Limited, Leaders Healthcare Private Limited, J L Morison India Limited, Surdas Trading & Mfg Co Limited, Goodpoint Advisory Services LLP, Lotus Udyog LLP, Pallawi Resources Private Limited, Pallawi Trading And Mfg Co Limited, Axon Trading & Mfg Co Limited, Looklink Advisory Services LLP, Silver Trading And Services Limited, Noble Business Solutions Limited, Alipore Consultants LLP, Sun Light Marketing Services LLP

What SEBI found or ordered

• Exemption granted from Regulations 3, 4, and 5 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
• Proposed indirect acquisition of shares and voting rights in Hindustan Composites Limited via acquisition of stakes in group entities.
• Target Company is listed on BSE and NSE with a total equity share capital of INR 7,38,45,000.
• Promoter group currently holds 74.98% of the Target Company's equity shares.
• Acquirer Trusts are private, irrevocable, and discretionary trusts settled under the Indian Trusts Act, 1882.

Also in the document

• The acquisition is structured as an indirect transfer of interests in multiple intermediate group entities rather than a direct purchase of Target Company shares.
• The order references applications and emails spanning from July 2025 to July 2026, indicating a prolonged review or documentation period.