SEBI exempts MPG Family Trust from takeover offer on 6.98% Bharat Rasayan shares

This order grants an exemption to the MPG Family Trust from making a public open offer when acquiring shares in Bharat Rasayan Limited. SEBI examined whether this internal family transfer of shares required a mandatory takeover offer under the SAST Regulations.

Bharat Rasayan Limited (Target Company), MPG Family Trust (Acquirer), Mahabir Prasad Gupta (Trustee/Transferor), and other listed family members (Savita Gupta, Vikas Gupta, Sweta Gupta, Priyaansh Gupta, Vansh Gupta, Pragati Jain, Priyanka Singla).

• SEBI granted an exemption from Regulation 3(2) and Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
• The exemption allows the MPG Family Trust to directly acquire 11,59,673 shares (6.98% of the company) from Mahabir Prasad Gupta.
• SEBI noted the acquisition is an internal reorganization within the promoter family and does not result in a change of control.
• The trust must comply with conditions in Chapter 8 of the SEBI Master Circular, including annual compliance certifications by an independent auditor.
• Any changes in trustees or beneficiaries must be disclosed to stock exchanges and SEBI within 2 days.

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