Description

SEBI grants exemption to Starlight Trust from open offer obligations under SAST Regulations 2011 for proposed direct and indirect acquisition of shares in Hardcastle and Waud Manufacturing Limited, listed on BSE.

Summary

SEBI has passed an exemption order (WTM/KCV/CFD/23/2025-26) under Section 11(1) and Section 11(2)(h) of the SEBI Act, 1992, read with Regulation 11(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations). The order grants Starlight Trust (Acquirer) exemption from the mandatory open offer obligations under Regulations 3(1) and 5 read with Regulation 4 of the SAST Regulations, in connection with the proposed direct and indirect acquisition of shares and voting rights in Hardcastle and Waud Manufacturing Limited (Target Company).

Key Points

  • Starlight Trust filed an application dated July 29, 2025 seeking exemption from open offer requirements under SAST Regulations 2011
  • The Target Company, Hardcastle and Waud Manufacturing Limited, is incorporated on October 15, 1945 and listed on BSE Ltd.
  • Total paid-up equity share capital of the Target Company is INR 67,94,740 divided into 6,79,474 equity shares of face value INR 10 each
  • Promoter/Promoter Group holds 5,00,184 shares representing 73.61% of total shareholding as of September 30, 2025
  • Jeevdani Business Ventures Limited (JBVL) is the largest promoter entity holding 3,39,610 shares (49.98% of paid-up capital)
  • Shri Achal Jatia holds 1,60,567 shares (23.63%) as part of the promoter group
  • Public shareholding stands at 1,79,290 shares (26.39%)
  • Multiple follow-up emails were submitted between September 2025 and February 2026 as part of the application process

Regulatory Changes

No new regulatory changes are introduced. This is a case-specific exemption order under existing SAST Regulations 2011. The exemption is granted from:

  • Sub-regulation (1) of Regulation 3 (mandatory open offer trigger on acquisition)
  • Regulation 5 read with Regulation 4 (open offer obligations)

Compliance Requirements

  • Starlight Trust (Acquirer) must comply with any conditions stipulated in the exemption order for the proposed acquisition
  • The acquisition must proceed strictly within the scope and terms approved by SEBI
  • Any deviation from the approved acquisition structure may re-trigger open offer obligations under SAST Regulations
  • Applicable disclosure requirements under SAST Regulations and SEBI (Listing Obligations and Disclosure Requirements) Regulations continue to apply

Important Dates

  • October 15, 1945: Hardcastle and Waud Manufacturing Limited incorporation date
  • July 29, 2025: Initial exemption application filed by Starlight Trust
  • September 30, 2025: Reference date for shareholding pattern disclosed
  • October 15, 2025: Shareholding pattern of JBVL disclosed via email
  • February 13, 2026: Last follow-up email submitted as part of the application
  • February 2026: SEBI exemption order passed (WTM/KCV/CFD/23/2025-26)

Impact Assessment

The impact of this order is primarily limited to shareholders of Hardcastle and Waud Manufacturing Limited. The exemption from open offer obligations means public shareholders will not receive a mandatory offer to sell their shares at a premium as part of this acquisition by Starlight Trust. The Target Company is a small BSE-listed entity with a total paid-up capital of approximately INR 68 lakhs, limiting broader market implications. Promoter concentration is high at 73.61%, with public float of only 26.39%, further constraining market impact. The order is significant for corporate governance and takeover regulatory compliance in the context of trust-based acquisition structures.

Impact Justification

Company-specific exemption order under SAST Regulations for a small-cap BSE-listed company; limited broader market impact but significant for shareholders of Hardcastle and Waud Manufacturing Ltd.