Description

SEBI grants exemption to Tarun Sawhney Trust from open offer requirements under SAST Regulations for proposed indirect acquisition of shares in Triveni Engineering and Industries Limited through STFL Trade and Finance Private Limited.

Summary

SEBI has issued an exemption order under Section 11 of the SEBI Act, 1992 and Regulation 11(5) of SAST Regulations, 2011 to Tarun Sawhney Trust in relation to the proposed indirect acquisition of shares in Triveni Engineering and Industries Limited. The exemption relates to the acquisition of shares held by STFL Trade and Finance Private Limited (which holds 36.40% stake in the Target Company) through trust restructuring arrangements.

Key Points

  • Target Company: Triveni Engineering and Industries Limited, listed on BSE and NSE
  • Applicant: Tarun Sawhney Trust seeking exemption from Regulation 3(1) and Regulation 5 read with Regulation 4 of SAST Regulations
  • Application received: July 10, 2025
  • STFL Trade and Finance Private Limited holds 7,96,77,076 shares (36.40%) in Triveni Engineering
  • Total Promoter Group shareholding: 13,34,91,162 shares (60.98%)
  • Public shareholding: 8,54,06,806 shares (39.02%)
  • Tarun Sawhney Trust holds 47,46,775 shares (36.70%) in STFL
  • Trust established under Indian Trusts Act, 1882 on October 20, 2016 (irrevocable and discretionary)

Regulatory Changes

No new regulatory changes introduced. This is an exemption order under existing SAST Regulations allowing internal promoter group restructuring without triggering open offer requirements.

Compliance Requirements

  • The exemption is granted specifically for the proposed indirect acquisition by Tarun Sawhney Trust
  • The order is issued under WTM/KCV/CFD/12/2025-26
  • The acquisition is structured through trust arrangements within the promoter group
  • Compliance with disclosure norms under SEBI regulations remains applicable

Important Dates

  • Trust Deed Date: October 20, 2016
  • Supplemental Deed Dates: June 09, 2017 and July 04, 2025
  • Application Date: July 10, 2025
  • Shareholding Pattern Reference Date: June 30, 2025
  • Order Date: October 30, 2025

Impact Assessment

Market Impact: Low - This is an internal promoter group restructuring through trust arrangements with no change in ultimate beneficial ownership or control. No impact on public shareholders.

Operational Impact: Minimal - The exemption facilitates internal reorganization within the promoter group without triggering mandatory open offer requirements, streamlining the restructuring process.

Investor Impact: Neutral - No dilution or change in public shareholding. The promoter group shareholding structure remains substantially the same with 60.98% total holding.

Impact Justification

Exemption order for internal promoter group restructuring through trust arrangement; no change in ultimate control or public shareholding impact; procedural compliance matter