SEBI grants exemption for 67.65% share transfer in Insecticides (India) Limited

SEBI examined whether this internal family restructuring required a public offer to shareholders.

Who it concerns: Insecticides (India) Limited (Target Company); Sanskriti Family Trust, Akshay Family Trust, EJ Private Trust, and KBZ Private Trust (Proposed Acquirers); Mr. Hari Chand Aggarwal (Trustee/Applicant); Promoters including Rajesh Kumar Aggarwal, Nikunj Aggarwal, Sanskar Aggarwal, Pushpa Aggarwal, and Kritika Gupta.

What SEBI found or ordered

• SEBI granted an exemption from the applicability of Regulations 3 and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
• The proposed acquisition involves the direct transfer of 1,96,83,052 shares (67.65% of the total equity) from promoters to the Acquirer Trusts.
• The acquisition is structured as a private family arrangement for succession planning, with no change in the ultimate beneficial ownership or control of the company.
• The total equity share capital of the Target Company remains unchanged at INR 29,09,78,370/- (2,90,97,837 shares).
• The public shareholding remains unchanged at 27.70% post-acquisition.

Also in the document

• The order is an exemption, not an enforcement action against misconduct; it facilitates a private family restructuring.
• The transaction involves a significant transfer of control (67.65%) but is exempted because the beneficiaries are limited to the promoters and their immediate relatives.
• The Target Company is listed on both BSE and NSE.