SEBI grants exemption for ₹0 consideration share transfer in Vadilal Industries

The acquisition involves the transfer of shares from promoters and promoter group companies to the trust without consideration.

Who it concerns: Vadilal Industries Limited (Target Company), IVG Trust (Acquirer Trust), Virendrabhai Ramchandra Gandhi, Ila V Gandhi, Janmajay Virendrabhai Gandhi, Vadilal International Private Limited, Vadilal Finance Company Private Limited, Veronica Constructions Private Limited, and Axilrod Private Limited.

What SEBI found or ordered

• SEBI granted an exemption from Regulations 3, 4, and 5 of the SAST Regulations, 2011.
• The proposed acquisition involves direct and indirect transfers of shares to IVG Trust.
• Shares are to be transferred without any consideration (gift).
• The transaction structure was updated in November 2025 to remove a planned HUF partition.
• Discrepancies in KYC documents regarding settlor, trustee, and beneficiary names were rectified by the Acquirer Trust in May 2026.

Also in the document

• The order is an exemption order, not an enforcement action against misconduct.
• The target company, Vadilal Industries Limited, is listed on both BSE and NSE.
• The promoter group collectively holds 64.72% of the target company's shares prior to the transaction.