SEBI grants exemption for Jyothi Labs share transfer under takeover rules

P. Ramachandran Family Trust I and II from SEBI takeover regulations for the proposed acquisition of shares in Jyothy Labs Limited. The acquisition is structured as a gift from existing promoters to these family trusts as part of estate and succession planning.

Who it concerns: Jyothy Labs Limited (Target Company), M. P. Ramachandran Family Trust I, M. P. Ramachandran Family Trust II, M. P. Ramachandran, M. G. Shanthakumari, and Sahyadri Agencies Limited.

What SEBI found or ordered

• SEBI granted exemption from sub-regulation (2) of regulation 3 and regulation 5 read with regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
• The proposed acquisition involves the transfer of 40.87% of Jyothy Labs Limited's equity shares (15,00,50,881 shares) directly and indirectly to the Acquirer Trusts.
• The transfer is to be executed by way of a gift, with no acquisition price to be paid.
• The exemption is based on the grounds that the transaction is a non-commercial estate and succession planning exercise within the family that does not change the control or management of the company.

Also in the document

• The total promoter shareholding percentage in Jyothy Labs Limited remains unchanged at 62.89% before and after the proposed transaction.
• The Acquirer Trusts are irrevocable and discretionary trusts settled under the Indian Trusts Act, 1882, with registered trust deeds dated April 25, 2025.
• The application for exemption was received by SEBI on April 30, 2025.