Description

SEBI grants exemption to Nureca Limited from strict enforcement of regulation 24(ii) of Buy-back Regulations, 2018 in connection with merger of wholly owned subsidiary Nureca Technologies Private Limited.

Summary

SEBI issued an exemption order under Section 11(1) of SEBI Act, 1992 read with Regulation 28 of SEBI (Buy-back of Securities) Regulations, 2018 to Nureca Limited. The exemption relates to sub-regulation (ii) of regulation 24 of the Buy-back Regulations in connection with a Scheme of Arrangement for merger of its wholly owned subsidiary, Nureca Technologies Private Limited (NTPL), with the company.

Key Points

  • Nureca Limited filed an application on September 04, 2025 seeking exemption from regulation 24(ii) of Buy-back Regulations, 2018
  • The exemption is necessitated due to a Scheme of Arrangement between Nureca Limited and its wholly owned subsidiary NTPL
  • Board of Directors approved the Scheme of Arrangement on May 20, 2025 under sections 230-232 of Companies Act, 2013
  • Shareholders approved the scheme via special resolution at AGM held on June 16, 2025
  • Application filed with NCLT Mumbai on July 30, 2025 for approval (pending)
  • Promoters have undertaken not to participate in any future buyback announced by the Board

Regulatory Changes

No regulatory changes. This is a company-specific exemption order.

Compliance Requirements

  • The exemption granted is specific to the merger of wholly owned subsidiary with holding company
  • Promoters committed to not participate in buyback when announced
  • Company must comply with all other applicable provisions of Buy-back Regulations, 2018
  • Scheme requires final approval from NCLT Mumbai

Important Dates

  • May 20, 2025: Board of Directors approved Scheme of Arrangement
  • June 16, 2025: Shareholders approved scheme at AGM
  • July 30, 2025: Application filed with NCLT Mumbai
  • September 04, 2025: Exemption application filed with SEBI

Impact Assessment

Market Impact: Minimal. This is an internal restructuring with no change in shareholding pattern or public shareholding.

Operational Impact: The merger involves absorption of wholly owned subsidiary into parent company without any consideration involved. No new equity shares will be issued and shareholding pattern remains unchanged.

Investor Impact: No direct impact on public shareholders. The scheme is exempted under SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 for mergers of wholly owned subsidiaries with holding companies.

Impact Justification

Company-specific exemption for internal restructuring involving merger of wholly owned subsidiary with no impact on public shareholding or market operations.