Description

SEBI grants exemption to Gallantt Trust from open offer obligations under SAST Regulations 2011 for proposed direct acquisition of shares and voting rights in Gallantt Ispat Limited.

Summary

SEBI’s Whole Time Member issued an exemption order (WTM/KCV/CFD/25/2025-26) granting Gallantt Trust (the Proposed Acquirer), through its trustee Mr. Chandra Prakash Agrawal, an exemption from the open offer obligation under Regulation 3(1) read with Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations) in connection with the proposed direct acquisition of shares and voting rights in Gallantt Ispat Limited.

Key Points

  • Gallantt Ispat Limited is listed on BSE and NSE with a paid-up share capital of INR 2,41,28,09,450 divided into 24,12,80,945 equity shares of INR 10/- each.
  • The Application for exemption was filed on January 10, 2026 by Mr. Chandra Prakash Agrawal as trustee of Gallantt Trust.
  • The exemption is sought under Sub-Regulation (5) of Regulation 11 of the SAST Regulations, 2011.
  • The proposed acquisition involves a direct transfer of shares from existing promoters to Gallantt Trust, which is a promoter group entity.
  • As of February 20, 2026, Chandra Prakash Agrawal held 9,44,96,719 shares (39.165%) and the total promoter group held a significant majority stake in the Target Company.
  • Key promoter shareholders include Chandra Prakash Agrawal (39.165%), Madhu Agrawal (8.444%), Dinesh R. Agarwal (5.807%), and Prem Prakash Agrawal (5.351%).

Regulatory Changes

No new regulatory changes introduced. This is an exemption order under existing SAST Regulations 2011, specifically Sub-Regulation (5) of Regulation 11, which empowers SEBI to grant exemptions from open offer obligations under Section 11(1) and Section 11(2)(h) of the SEBI Act, 1992.

Compliance Requirements

  • The acquisition by Gallantt Trust must be conducted in accordance with the terms and conditions stipulated in the exemption order.
  • The Acquirer Trust and the Target Company must comply with all applicable disclosure requirements under SAST Regulations and SEBI (Listing Obligations and Disclosure Requirements) Regulations.
  • Any deviations from the proposed structure described in the Application may render this exemption inapplicable.

Important Dates

  • February 07, 2005: Gallantt Ispat Limited incorporation date.
  • January 10, 2026: Application for exemption filed by Gallantt Trust.
  • February 20, 2026: Reference date for shareholding pattern disclosed in the Application.
  • March 20, 2026: Date of the exemption order.

Impact Assessment

The exemption order facilitates an intra-promoter group restructuring by allowing shares to be consolidated under Gallantt Trust without triggering an open offer, which would otherwise be required upon crossing the threshold under SAST Regulations. The impact on public shareholders is limited as the transaction is between promoter group entities. The overall promoter shareholding percentage in the Target Company is not expected to change materially for public shareholders. Market impact is low as no new external acquirer is involved and the acquisition is a structural reorganization within the promoter group.

Impact Justification

Order grants exemption from open offer requirement for an intra-promoter group restructuring via a trust, affecting only the Target Company's promoter shareholding structure without broader market impact.