Markets Securities & Exchange Board
SEBI exempts Nachane family trusts from open offer for 29.09% NGL Fine-Chem stake
This order grants an exemption to two family trusts from the requirement to make a public open offer when acquiring shares in NGL Fine-Chem Limited.
SEBI examined whether this intra-group transfer of shares and voting rights complied with the SAST Regulations, 2011.
Who it concerns: NGL Fine-Chem Limited (Target Company), Ajita Nachane Family Trust, Rahul Nachane Family Trust, Ajita Nachane, and Rahul Nachane.
What SEBI found or ordered
- SEBI granted exemption from Regulations 3 and 4 of the SAST Regulations, 2011.
- The proposed acquisition involves 17,96,899 equity shares (29.09% of total shares).
- The transfer is from promoters Ajita Nachane and Rahul Nachane to their respective family trusts.
- SEBI noted the transaction is an intra-group transfer that does not change the total promoter holding (72.49%) or public holding (27.51%).
- The trusts must comply with conditions in the SEBI Master Circular dated February 16, 2023, including annual compliance certification by an independent auditor.
Also in the document
- The order confirms the transaction is non-commercial and intended for succession planning.
- SEBI noted that the trusts are a 'mirror image' of the promoters' holdings, meaning there is no change in ownership or control.
- The target company's shares are listed on both BSE and NSE.
How this was written
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The original document
Securities & Exchange Board of India (SEBI) — enforcement orders
Regulatory order · Ref. WTM/KCV/CFD/11/2025-26 · 9 Oct 2026
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