Description

SEBI grants exemption to Mehul Mohanka Benefit Trust and MM Business Trust from open offer requirements for acquisition of shares in Tega Industries Limited.

Summary

SEBI has issued an exemption order under Section 11 of the SEBI Act, 1992 and Regulation 11(5) of the SAST Regulations, 2011 for Mehul Mohanka Benefit Trust and MM Business Trust in relation to proposed acquisition of shares and voting rights in Tega Industries Limited. The exemption is granted from the requirements of sub-regulation (1) of Regulation 3 and Regulation 5 read with Regulation 4 of SAST Regulations, 2011.

Key Points

  • Application filed on March 18, 2025 by Mehul Mohanka Benefit Trust and MM Business Trust seeking exemption from open offer requirements
  • Target Company: Tega Industries Limited, listed on BSE and NSE
  • Issued share capital: INR 75,12,76,980 divided into 7,51,27,698 equity shares of INR 10/- each
  • Current promoter group holding: 5,05,41,258 shares (67.27%)
  • Public shareholding: 2,45,86,440 shares (32.73%)
  • Largest promoter entity: Nihal Fiscal Services Private Limited with 3,73,48,864 shares (49.71%)
  • Individual promoters include Manish Mohanka (9.69%), Madan Mohan Mohanka (7.32%), Mehul Mohanka (0.22%), and Manju Mohanka (0.13%)
  • Mehul Mohanka Benefit Trust and MM Business Trust currently hold nil shares

Regulatory Changes

No regulatory changes. This is an exemption order for a specific transaction under existing SAST Regulations, 2011.

Compliance Requirements

  • Exemption granted from mandatory open offer requirements under Regulation 3(1) and Regulation 5 read with Regulation 4 of SAST Regulations
  • Acquirer Trusts must comply with conditions specified in the exemption order (full details not provided in the excerpt)
  • Transaction structure involves direct and indirect acquisition of shares and voting rights by the Acquirer Trusts

Important Dates

  • Application filed: March 18, 2025
  • Shareholding pattern reference date: November 28, 2025
  • Order reference: WTM/KCV/CFD/19/2025-26
  • Multiple supplementary emails provided between April 2025 and January 2026

Impact Assessment

This is an internal promoter group restructuring involving trusts associated with the Mohanka family. The exemption allows the Acquirer Trusts to acquire shares without triggering mandatory open offer requirements. Since this appears to be a reorganization within the existing promoter group (currently holding 67.27%), the impact on public shareholders and market operations is limited. No change in ultimate control or management is anticipated. The transaction facilitates estate planning or succession planning within the promoter family without requiring a public offer.

Impact Justification

Exemption order for internal promoter group restructuring through trusts, limited impact on public shareholders as no change in ultimate control