Description

SEBI grants exemption to Sekhri Family Annuity Trust from open offer obligations under SAST Regulations 2011 for proposed direct acquisition of shares in Tinna Rubber and Infrastructure Limited.

Summary

SEBI’s Whole Time Member issued an exemption order (WTM/KCV/CFD/27/2025-26) 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 exempts the Sekhri Family Annuity Trust (Proposed Acquirer) from the open offer obligations under Regulations 3 and 4 of SAST Regulations, in connection with the proposed direct acquisition of shares and voting rights in Tinna Rubber and Infrastructure Limited (Target Company).

Key Points

  • The Target Company, Tinna Rubber and Infrastructure Limited, is listed on BSE Ltd and National Stock Exchange of India Ltd.
  • The proposed acquirer is Sekhri Family Annuity Trust, an irrevocable, discretionary, private trust settled on April 24, 2024 under the Indian Trusts Act, 1882.
  • Mr. Gaurav Sekhri, as trustee of the Acquirer Trust, filed the exemption application dated November 28, 2025.
  • The total issued and paid-up share capital of the Target Company is INR 18,01,57,570, divided into 1,80,15,757 equity shares of INR 10 each.
  • The promoter group currently holds 67.59% of total shareholding (1,21,75,126 shares); public holds 32.41%.
  • The Sekhri Family Annuity Trust currently holds only 11,341 shares (0.06%) in the Target Company as part of the promoter group.
  • Key promoter Bhupinder Kumar Sekhri holds 50.07% of shares individually.
  • The Acquirer Trust’s settlor/transferor is Bhupinder Kumar Sekhri, who is also a promoter of the Target Company.
  • Trustees include Bhupinder Kumar Sekhri and his son Gaurav Sekhri; beneficiaries are family members and lineal descendants of the transferor.

Regulatory Changes

No new regulatory framework changes. This is a company-specific exemption granted under the existing SAST Regulations, 2011. SEBI exercised its power under Regulation 11(5) of SAST Regulations to exempt the proposed acquisition from the mandatory open offer requirement that would otherwise be triggered under Regulations 3 and 4.

Compliance Requirements

  • The Sekhri Family Annuity Trust must complete the acquisition in accordance with the terms and conditions, if any, stipulated in the exemption order.
  • The acquisition must remain within the scope described in the application (intra-promoter group transfer from Bhupinder Kumar Sekhri to the family trust).
  • Any deviation from the proposed structure or shareholding pattern described in the application may require fresh regulatory approval.
  • The Target Company must update and disclose the revised shareholding pattern post-acquisition per SEBI disclosure norms.

Important Dates

  • April 24, 2024: Sekhri Family Annuity Trust registered via trust deed.
  • November 28, 2025: Exemption application filed with SEBI by Mr. Gaurav Sekhri (trustee).
  • March 24, 2026: SEBI exemption order issued.

Impact Assessment

The exemption order has limited broader market impact as it pertains to an intra-promoter family restructuring. The acquisition is essentially a transfer of shares from the founding promoter (Bhupinder Kumar Sekhri) to a family trust where he and his son are trustees and family members are beneficiaries. This is a common estate/succession planning mechanism. Public shareholders of Tinna Rubber and Infrastructure Limited are not directly affected as no open offer is triggered. The promoter group’s aggregate shareholding of 67.59% is unlikely to change materially. Minority shareholders should note that promoter control remains concentrated within the Sekhri family.

Impact Justification

Order is company-specific, granting intra-promoter group exemption for a family trust acquisition. Limited broader market impact but relevant to Tinna Rubber shareholders and promoter compliance.