The Securities and Exchange Board of India (SEBI) has granted an exemption to the proposed transfer of promoter shareholding in Waaree Energies Limited to a family trust, ruling that the transaction does not require a mandatory open offer under takeover regulations.
The exemption allows the CT Doshi Family Trust to acquire a 44.88% direct stake in Waaree Energies from promoter Chimanlal Tribhuvandas Doshi, along with an additional indirect 18.34% stake through the acquisition of nearly the entire holding in Waaree Sustainable Finance.
Despite crossing thresholds that would typically trigger an open offer, SEBI concluded that the transaction qualifies as an internal family restructuring.
Under normal circumstances, such a transaction would activate Regulations 3, 4, and 5 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, which mandate an open offer when shareholding crosses 25%, when control is acquired, or when shares are indirectly transferred through entities such as trusts or holding companies.
However, SEBI observed that this case is a non-commercial succession planning exercise within the promoter family.
The regulator noted that the overall promoter holding in Waaree Energies will remain unchanged at 64.22%, while public shareholding will continue at 35.78%.
It also confirmed that there will be no change in management or control, and that beneficial ownership remains within the promoter family, with trust beneficiaries including the settlor’s children, their spouses, and descendants.
SEBI acknowledged that its requirement for a three-year prior disclosure of promoter status could not be strictly met, as the company was listed only in October 2024.
However, it accepted that the promoter had been identified in draft offer documents filed in 2021 and 2023, thereby satisfying the requirement “in substance.”
The Takeover Panel recommended granting the exemption, noting that the transaction is linked to succession planning considering the advanced age of the promoter and that there would be no adverse impact on public shareholders or any change in ultimate control.
SEBI Whole-Time Member Kamlesh Chandra Varshney agreed with the recommendation, stating that there is no apparent prejudice to public shareholders and that the conditions for exemption are satisfied in substance.
The exemption is valid for one year, during which the trust must complete the transaction and submit a post-acquisition report within 21 days, while continuing to comply with all disclosure norms.
