Description

SEBI grants exemption to Suneeti Dolaa Private Trust and Sulabhya Paramita Private Trust from open offer requirements under SAST Regulations for proposed acquisition of shares in Paisalo Digital Limited.

Summary

SEBI has issued an exemption order under Section 11 of the SEBI Act, 1992 read with Sub-regulation (5) of Regulation 11 of SAST Regulations, 2011 in the matter of proposed acquisition of shares and voting rights in Paisalo Digital Limited by Suneeti Dolaa Private Trust and Sulabhya Paramita Private Trust. The order exempts the proposed acquirers from the applicability of Sub-regulation (1) of Regulation 3 and Regulation 5 read with Regulation 4 of SAST Regulations, 2011.

Key Points

  • Target Company: Paisalo Digital Limited, listed on BSE and NSE
  • Proposed Acquirers: Suneeti Dolaa Private Trust and Sulabhya Paramita Private Trust
  • Total paid-up equity share capital: INR 90,95,21,874 (90,95,21,874 equity shares of INR 1 each)
  • Current Promoter Group shareholding: 37,43,34,866 shares (41.16%)
  • Public shareholding: 53,51,87,008 shares (58.84%)
  • Application filed on November 25, 2024 with multiple revisions through August 26, 2025
  • Exemption granted from open offer requirements under SAST Regulations

Regulatory Changes

No new regulatory changes introduced. This is a company-specific exemption order granted under existing provisions of SAST Regulations, 2011.

Compliance Requirements

  • The proposed acquirers (Suneeti Dolaa Private Trust and Sulabhya Paramita Private Trust) must comply with any conditions specified in the detailed exemption order
  • The acquisition must be structured as per the proposal submitted in the application
  • Promoter group entities (Pri Caf Private Limited, Pro Fitcch Private Limited, and Equilibrated Venture Cflow Private Limited) collectively hold 25.03% of share capital
  • Standard disclosure and reporting requirements under applicable SEBI regulations remain applicable

Important Dates

  • Application Date: November 25, 2024
  • Revised Application Date: January 25, 2025
  • Order Reference: WTM/KCV/CFD/13/2025-26
  • Shareholding Pattern Reference Date: September 30, 2025
  • Order Date: November 7, 2025

Impact Assessment

Market Impact: Limited direct market impact as this is an internal promoter group restructuring through trust vehicles rather than a change in ultimate control. The exemption prevents mandatory open offer requirements that would otherwise apply.

Operational Impact: The acquisition involves transfer of shares from individual promoters (Suneeti Agarwal, Sunil Agarwal, and Santanu Agarwal) to trust structures. This represents a reorganization of promoter holdings rather than dilution or change in management control.

Investor Impact: Public shareholders (58.84% of total shareholding) are not required to receive an open offer, as SEBI has granted exemption. The promoter group structure is being reorganized but overall control dynamics remain similar.

Shareholding Structure: Current promoter group includes individuals (Suneeti Agarwal 0.79%, Sunil Agarwal 11.62%, Santanu Agarwal 3.71%) and corporate entities (PCPL 2.64%, PFPL 2.45%, EVCPL 19.94%) totaling 41.16% promoter holding.

Impact Justification

Company-specific exemption order for promoter group restructuring through trust vehicles; affects existing promoter shareholding structure but does not trigger open offer requirement