SEBI granted Neterwala Family Trust exemption from mandatory open offer while acquiring 63.48% controlling stake in Uni Abex Alloy Products Ltd in May 2026. The acquisition involves transfer of shares from promoter Feroze D Neterwala to family trust. SEBI classified it as internal restructuring for succession planning, not requiring open offer under SAST Regulations 2011. Post-transaction, promoter holding remains 63.63%, public holding 36.37%. Exemption valid for one year completion period.

This SEBI order establishes a crucial precedent for internal family restructuring exemptions under SAST Regulations 2011. Normally, acquiring 25% or more stake triggers mandatory open offer to protect minority shareholders. However, SEBI recognized this as non-commercial succession planning within the same promoter group, not external takeover. The regulator applied the 'substance over form' principle - while technical control changed hands, actual economic control remained within the Neterwala family. This maintains the balance between regulatory compliance and business flexibility for genuine family reorganizations. The decision protects public shareholders' interests while allowing promoters to restructure for tax efficiency, estate planning, or governance improvements. SEBI's one-year completion timeline ensures timely execution while preventing misuse. The order demonstrates SEBI's evolved approach to takeover regulations, distinguishing between predatory acquisitions requiring investor protection and legitimate internal reorganizations. For listed companies, this provides regulatory clarity on family trust structures, succession planning, and compliance requirements. The 63.63% promoter holding remaining constant post-transaction was key evidence supporting SEBI's exemption rationale, as it proved no dilution of public shareholder rights or change in fundamental company control.