SEBI grants exemption to IVG Trust from SAST Regulations 3, 4, and 5

This order grants an exemption to IVG Trust from specific takeover regulations (Regulations 3, 4, and 5 of the SAST Regulations, 2011) for the proposed acquisition of shares and voting rights in Vadilal Enterprises Limited. The acquisition is described as an internal reorganization within the promoter family to streamline succession.

Vadilal Enterprises Limited (Target Company), IVG Trust (Acquirer Trust), Virendrabhai Ramchandra Gandhi (Transferor), Axilrod Private Limited, and various members of the Gandhi promoter family (including Ila V Gandhi, Janmajay Virendrabhai Gandhi, and others listed in the shareholding tables).

• SEBI granted an exemption from Regulations 3, 4, and 5 of the SAST Regulations, 2011.
• The proposed transaction involves a direct acquisition of 10.64% of Vadilal Enterprises Limited shares and an indirect acquisition of 5.02% via Axilrod Private Limited.
• The shares are to be transferred without any consideration to the Acquirer Trust.
• The Acquirer Trust is established under the Indian Trusts Act, 1882, with a trust deed dated July 24, 2025, and an amendment dated May 04, 2026.
• The transaction is characterized as an internal reorganization within the promoter family intended to streamline succession.

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