The approval allows Roshni to increase its ownership in key entities controlling HCL Technologies.
The Securities and Exchange Board of India (SEBI) has exempted HCL Technologies Chairperson Roshni Nadar from making an open offer in connection with her proposed indirect acquisition and voting rights in the company.
The approval allows Roshni to increase its ownership in key entities controlling HCL Technologies, a strategic move aimed at facilitating smooth succession planning within the Nadar family.
As per Sebi’s order, Roshni Nadar will acquire 47% stake in two promoter entities, Vama Sundari Investments and HCL Corporation, from her father, HCL founder Shiv Nadar. Together these entities hold a combined 44.34% stake in HCL Technologies. After the transaction, Roshni’s ownership in these companies will increase to 57.33%, while Shiv Nadar’s stake will decrease to 4%.
Sebi clarified that when the transaction involves the indirect acquisition of shares and voting rights in HCL Technologies, the requirement of an open offer is exempted as the transfer is a non-commercial transaction between immediate relatives and complies with the inter-transfer norms under the Takeover Rules. is .
The overall promoter group’s stake in HCL Technologies will remain unchanged at 60.82% and the public shareholding, currently at 38.98%, will remain unaffected.
The regulator has directed the promoters to complete the transaction within one year and submit a report within 21 days of its completion. The exemption applies only to the open offer requirement and does not waive compliance with insider trading or listing disclosure obligations.
The transaction is part of a larger succession plan within the Nadar family to ensure continuity of leadership at HCL Technologies. SEBI also emphasized that the deal will not affect public shareholders or market dynamics.