Description

SEBI grants exemption from open offer requirements under SAST Regulations for acquisition of shares by Kanani Family Trusts in Neogen Chemicals Limited.

Summary

SEBI issued an exemption order under Section 11 of SEBI Act, 1992 and Regulation 11(5) of SAST Regulations, 2011 in the matter of proposed acquisition of shares and voting rights in Neogen Chemicals Limited by four Kanani Family Trusts. The order relates to transfer of promoter shareholding to family trusts without triggering mandatory open offer requirements. The application was filed on September 26, 2025 by trustees of Haridas Kanani Family Trust, Beena Kanani Family Trust, Harin Kanani Family Trust, and H T Kanani Family Trust.

Key Points

  • Target Company: Neogen Chemicals Limited, incorporated on May 07, 1989, listed on BSE and NSE
  • Registered office: 1002, Dev Corpora Building, 10th Floor, Opp. Cadbury Junction, Off Pokhran Road No 2, Khopat, Thane, Maharashtra 400 601
  • Total issued share capital: INR 26,38,16,740 divided into 2,63,81,674 equity shares of INR 10 each
  • Promoter group holding: 1,35,14,739 shares (51.23%)
  • Public shareholding: 1,28,66,935 shares (48.77%)
  • Key promoters: Haridas Thakarshi Kanani (61,53,887 shares - 23.33%), Harin Haridas Kanani (33,38,250 shares - 12.65%), Beena Haridas Kanani (30,13,250 shares - 11.42%)
  • Four irrevocable family trusts established under Indian Trusts Act, 1882
  • Haridas Kanani Family Trust settled via registered trust deed dated June 27, 2025
  • Exemption sought from sub-regulation (1) of regulation 3 read with regulation 4 of SAST Regulations, 2011

Regulatory Changes

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

Compliance Requirements

  • Proposed acquirers (family trusts) must comply with conditions specified in the exemption order
  • Transfer of shares to family trusts must be structured to maintain promoter group classification
  • Standard disclosure requirements under SAST Regulations continue to apply
  • Trustees must act in accordance with trust deed provisions and fiduciary responsibilities

Important Dates

  • Application filing date: September 26, 2025
  • Trust deed registration: June 27, 2025 (Haridas Kanani Family Trust)
  • Order reference: WTM/KCV/CFD/17/2025-26
  • Shareholding pattern reference quarter: June 2025

Impact Assessment

Market Impact: Low. This is an internal restructuring of promoter shareholding into family trust structures without change in ultimate beneficial ownership or control. No dilution of public shareholding.

Shareholder Impact: Minimal impact on public shareholders. Promoter group holding remains at 51.23%. This is a succession planning and estate management exercise by the Kanani family.

Regulatory Significance: Demonstrates SEBI’s approach to granting exemptions for bona fide family restructuring under Regulation 11(5) of SAST Regulations where there is no change in control or prejudice to public shareholders.

Operational Impact: No change to company operations or management. Family trusts facilitate smoother succession planning and wealth management for promoter families while maintaining control structure.

Impact Justification

Company-specific exemption for internal restructuring through family trusts. Limited market impact as shares remain with promoter group. Relevant for NEOGEN shareholders and parties involved in family trust restructuring.