SEBI allows the promoter family of Waaree Energies to transfer a controlling stake to a family trust without requiring a mandatory open offer under India’s takeover regulations. Multiple reports say SEBI grants an exemption tied to an internal restructuring within the promoter family, treating the move as succession planning rather than a commercial change in control. The proposed transfer involves promoter Chimanlal Tribhuvandas Doshi transferring direct shares to the C.T. Doshi Family Trust, resulting in the trust acquiring about 44.88% of Waaree Energies directly, and about 18.34% indirectly through acquisition of nearly the entire holding in Waaree Sustainable Finance. Although such thresholds would normally attract open-offer provisions, SEBI concludes the overall promoter stake remains effectively unchanged at 64.22%, with public shareholding at 35.78%. SEBI also notes there is no change in management or ultimate control and that beneficial ownership stays within the promoter family, with beneficiaries including the settlor’s children and their descendants. SEBI cites that a technical requirement for prior disclosure of promoter status cannot be met strictly because Waaree Energy was listed in October 2024, but it is satisfied “in substance” through draft filings. The exemption lasts one year and requires completion of the transaction and a post-acquisition report within 21 days.
SEBI clears Waaree promoter family share transfer to trust without triggering open offer
SEBI allows the promoter family of Waaree Energies to transfer a controlling stake to a family trust without requiring a mandatory open offer under India’s takeover regulations. Multiple reports say S...
- SEBI grants an exemption to Waaree promoters for transferring shares to a family trust without triggering a mandatory open offer.
- The C.T. Doshi Family Trust would acquire about 44.88% of Waaree Energies directly and about 18.34% indirectly via Waaree Sustainable Finance.
- SEBI finds the transaction is internal family restructuring/succession planning with no change in management or ultimate control.
- Post-transfer, promoter holding remains at about 64.22% and public shareholding at about 35.78%.
- The exemption is valid for one year, with a post-acquisition report due within 21 days after the transaction.
The Securities and Exchange Board of India (SEBI) has granted an exemption to the proposed transfer of promoter shareholding in Waaree Energies Limited to a family trust, ruling that the transaction does not require a mandatory open offer under takeover regulations.The exemption allows the CT Doshi Family Trust to acquire a 44.88% direct stake in Waaree Energies from promoter Chimanlal Tribhuvandas Doshi, along with an additional indirect 18.34% stake through the acquisition of nearly the entire holding in Waaree Sustainable Finance. Despite crossing thresholds that would typically trigger an open offer, SEBI concluded that the transaction qualifies as an internal family restructuring. Under normal circumstances, such a transaction would activate Regulations 3, 4, and 5 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, which mandate an open offer when shareholding crosses 25%, when control is acquired, or when shares are indirectly transferred through entities such as trusts or holding companies. However, SEBI observed that this case is a non-commercial succession planning exercise within the promoter family.The regulator noted that the overall promoter holding in Waaree Energies will remain unchanged at 64.22%, while public shareholding will continue at 35.78%. SEBI Revises Unpaid Securities Rules, New Auto-Pledge Framework Gives Brokers Five Days Before Share Sale It also confirmed that there will be no change in management or control, and that beneficial ownership remains within the promoter family, with trust beneficiaries including the settlor’s children, their spouses, and descendants.SEBI acknowledged that its requirement for a three-year prior disclosure of promoter status could not be strictly met, as the company was listed only in October 2024. However, it accepted that the promoter had been identified in draft offer documents filed in 2021 and 2023, thereby satisfying the requirement “in substance.”The Takeover Panel recommended granting the exemption, noting that the transaction is linked to succession planning considering the advanced age of the promoter and that there would be no adverse impact on public shareholders or any change in ultimate control.SEBI Whole-Time Member Kamlesh Chandra Varshney agreed with the recommendation, stating that there is no apparent prejudice to public shareholders and that the conditions for exemption are satisfied in substance.The exemption is valid for one year, during which the trust must complete the transaction and submit a post-acquisition report within 21 days, while continuing to comply with all disclosure norms.
4 hours agoSEBI has allowed the Waaree promoter family to transfer a controlling stake of over 63% to the C.T. Doshi Family Trust without triggering a mandatory open offer.
4 hours ago
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