Exemption Order in the matter of Insecticides (India) Limited

WTM/KCV/CFD/15/2025-26 SECURITIES AND EXCHANGE BOARD OF INDIA ORDER UNDER SUB-SECTION (1) OF SECTION 11 AND CLAUSE] (h) OF SUB-SECTION (2) OF SECTION 11 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 READ WITH SUB-REGULATION (5) OF REGULATION 11 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011

IN THE MATTER OF PROPOSED ACQUISITION OF SHARES AND VOTING RIGHTS IN – TARGET COMPANY PROPOSED ACQUIRER 1. Sanskriti Family Trust, 2. Akshay Family Trust, Insecticides (India) Limited 3. EJ Private Trust and 4. KBZ Private Trust

Background 1. Insecticides (India) Limited (hereinafter referred to as “Target Company”), is a company incorporated on December 18, 1996 under the provisions of the Companies Act, 1956, and having its registered office at 401-402, Lusa Tower, Azadpur Commercial Complex, Delhi – 110 033. The equity shares of the Target Company are listed on the BSE Ltd. (“BSE”) and National Stock Exchange of India Ltd. (“NSE”).

2. An Application dated July 16, 2025 (hereinafter referred to as “Application”) seeking exemption from the applicability of the provisions of sub-regulation (1) of regulation 3 read with regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SAST Regulations, 2011”) was received by SEBI from Mr. Hari Chand Aggarwal, in his capacity as the trustee of the Sanskriti Family Trust, Akshay Family Trust, EJ Private Trust and KBZ Private Trust (hereinafter referred to as “Acquirer Trusts” or “Proposed Acquirers”) in the Exemption Order in the matter of Insecticides (India) Limited matter of proposed direct acquisition of shares and voting rights in the Target Company by the Acquirer Trusts.

Details of the proposed acquisition: 3. The Acquirer Trusts vide the Application have submitted the following:

(a) The issued and paid-up share capital of the Target Company is INR 29,09,78,370/- divided into 2,90,97,837 equity shares of INR 10/- each. The shareholding pattern of the Target Company, as for the quarter ended September - 2025, is as under: Shareholding in the Target Company Sr. Name No. of % No. shares shareholding Promoters and Promoter Group Rajesh Kumar Aggarwal 48,40,008 16.63 1. (Transferor 1) 2. Nikunj Aggarwal (Transferor 2) 46,37,863 15.94 3. Sanskar Aggarwal (Transferor 3) 42,88,312 14.74 4. Hari Chand Aggarwal (Transferor 4) 35,72,460 12.28 5. Pushpa Aggarwal (Transferor 5) 31,75,659 10.91 6. ISEC Organics Limited 3,53,964 1.22 7. Kritika Gupta (Transferor 6) 1,68,750 0.58 8. H C Aggarwal HUF - - 9. Rajesh Aggarwal HUF - - Total Promoter Shareholding (A) 2,10,37,016 72.30 B. Public shareholding 80,60,821 27.70 C. Non Promoter-Non Public (shares - -held by Employee Trust) Total Shareholding (A+B+C) 2,90,97,837 100.00 (b) The details of the Settlors, Trustees and Beneficiaries of the Acquirer Trusts are tabulated below:

i. Sanskriti Family Trust, settled under the provisions of the Indian Trusts Act, 1882 vide registered restated trust deed dated October 09, 2024 read with supplemental trust deed dated June 02, 2025, is an irrevocable, discretionary, private trust.

Sanskriti Family Trust Status Name of Relationship with Person Rajesh Kumar Mrs. Nikunj Sanskar Hari Chand Pushpa Aggarwal Aggarwal Aggarwal Aggarwal Aggarwal (Transferor 1) (Transferor 2) (Transferor 3) (Transferor 4) (Transferor 5) Smt. Mother Mother-in-Law Grandmother Spouse Self Settlor Pushpa Aggarwal Mr. Hari Father Father-in-Law Grandfather Self Spouse Chand Aggarwal Trustees Mr. Rajesh Self Spouse Father Son Son Kumar Aggarwal Mr. Hari Father Father-in-Law Grandfather Self Spouse Chand Aggarwal Mrs. Mother Mother-in-Law Grandmother Spouse Self Pushpa Aggarwal Mr. Rajesh Self Spouse Father Son Son Kumar Aggarwal Mrs. Nikunj Spouse Self Mother Daughter-in- Daughter-in- Aggarwal Law Law Beneficia Mr. Son Son Self Grandson Grandson ries Sanskar Aggarwal Lineal Lineal Lineal Lineal Lineal Lineal descendant descendants descendants descendants Descendants Descendants s of Mr. of Son on of Son on of Self on of grandson of grandson Sanskar attaining the attaining the attaining the Aggarwal age of 18 age of 18 age of 18 on attaining years years years the age of 18 years Additional beneficiaries may be added in accordance with the SEBI Master Circular dated February 16, 2023.

ii. Akshay Family Trust, settled under the provisions of the Indian Trusts Act, 1882 vide registered restated trust deed dated October 09, 2024, is an irrevocable, discretionary, private trust.

Akshay Family Trust Particulars Person Relationship with Transferor 5 Settlor Smt. Pushpa Aggarwal Self Mr. Hari Chand Aggarwal Spouse Trustees Mrs. Sonia Bansal Daughter

Mr. Akshay Bansal Grandson Ms. Payal Garg Granddaughter Beneficiaries Additional beneficiaries may -be added in accordance with the SEBI Master Circular dated February 16, 2023.

iii. EJ Private Trust, settled under the provisions of the Indian Trusts Act, 1882 vide registered restated trust deed dated October 09, 2024, is an irrevocable, discretionary, private trust.

EJ Private Trust Particulars Person Relationship with Transferor 5 Settlor Smt. Pushpa Aggarwal Self Mr. Hari Chand Aggarwal Spouse Trustees Mr. Rajesh Kumar Aggarwal Son

Mrs. Ekta Jain Daughter

Mr. Shaurya Jain Grandson Mrs. Saumya Jain Granddaughter Beneficiaries Additional beneficiaries may -be added in accordance with the SEBI Master Circular dated February 16, 2023.

iv. KBZ Private Trust, settled under the provisions of the Indian Trusts Act, 1882 vide registered restated trust deed dated October 09, 2024, is an irrevocable, discretionary, private trust.

KBZ Private Trust Status Name of Person Relationship with Pushpa Kritika Gupta Aggarwal (Transferor 6) (Transferor 5) Settlor Smt. Pushpa Aggarwal Self Grandmother Mr. Hari Chand Aggarwal Spouse Grandfather Trustees Mr. Rajesh Kumar Aggarwal Son Daughter

Mrs. Kritika Gupta Granddaughter Self

Lineal descendants of Mrs. Kritika Gupta on Lineal Lineal attaining the age of 15 years descendants of descendants granddaughter of Self on Beneficiaries on attaining the attaining the age of 15 years age of 15 years Additional beneficiaries may be added in accordance with the SEBI Master Circular dated February 16, 2023.

(c) The Acquirer Trusts propose to acquire interest in the Target Company directly from the promoters of the Target Company.

(d) The direct acquisition of shares and voting rights in the Target Company by the Acquirer Trusts is proposed to take place in the following manner: Promoter Existing holding Proposed transfer Total Proposed transfer Sanskriti Family Akshay Family EJ Private Trust KBZ Private Trust Trust (A) Trust (B) (C) (D) (A+B+C+D) No. of % of No. of % of No. of % of No. of % of No. of % of No. of % of Shares holdi Shares holdi Shares hold Shares holdi Shares holdi Shares holdi ng ng ing ng ng ng Nikunj 46,37,863 15.94 46,37,863 15.94 - - - - - - 46,37,863 15.94 Aggarwal Rajesh 48,40,008 16.63 44,40,008 15.26 - - - - - - 44,40,008 15.26 Kumar Aggarwal

Sanskar 42,88,312 14.74 38,88,312 13.36 - - - - - - 38,88,312 13.36 Aggarwal Hari 35,72,460 12.28 33,72,460 11.59 - - - - - - 33,72,460 11.59 Chand Aggarwal Pushpa 31,75,659 10.91 24,75,659 8.51 2,00,000 0.69 3,00,000 1.03 2,00,000 0.69 31,75,659 10.92 Aggarwal Kritika 1,68,750 0.58 - - - - - - 1,68,750 0.58 1,68,750 0.58 Gupta Total 2,06,83,052 71.08 1,88,14,302 64.66 2,00,000 0.69 3,00,000 1.03 3,68,750 1.27 1,96,83,052 67.65 (e) Pursuant to the proposed acquisition of shares and voting rights by the Acquirer Trusts, the Acquirer Trusts shall directly acquire 67.65% shareholding/control over the Target Company.

(f) There would be no alteration in the total equity share capital of the Target Company as a result of the proposed acquisition. The shareholding pattern of the Target Company, before and after the proposed acquisition, will be as under: Particulars Before the proposed Proposed acquisition After the proposed acquisition acquisition No. of Shares % No. of % No. of Shares % Shares Promoter and Promoter group Rajesh Kumar 48,40,008 16.63 (44,40,008) (15.26) 4,00,000 1.37 Aggarwal Nikunj Aggarwal 46,37,863 15.94 (46,37,863) (15.94) - - Sanskar 42,88,312 14.74 (38,88,312) (13.36) 4,00,000 1.37 Aggarwal Hari Chand 35,72,460 12.28 (33,72,460) (11.59) 2,00,000 0.69 Aggarwal Pushpa Aggarwal 31,75,659 10.91 (31,75,659) (10.92) - - ISEC Organics 3,53,964 1.22 - - 3,53,964 1.22 Limited Kritika Gupta 1,68,750 0.58 (1,68,750) (0.58) - - H C Aggarwal - - - - - - HUF

Particulars Before the proposed Proposed acquisition After the proposed acquisition acquisition No. of Shares % No. of % No. of Shares % Shares Rajesh Aggarwal - - - - - - HUF Total Promoter 2,10,37,016 72.30 (1,96,83,052) (67.65) 13,53,964 4.65 and Promoter group holding Acquirers and PACs Sanskriti Family - - 1,88,14,302 64.66 1,88,14,302 64.66 Trust Akshay Family - - 2,00,000 0.69 2,00,000 0.69 Trust EJ Private Trust - - 3,00,000 1.03 3,00,000 1.03 KBZ Private Trust - - 3,68,750 1.27 3,68,750 1.27 Total Acquirers - - 1,96,83,052 67.65 1,96,83,052 67.65 and PACs Public Shareholding Public 80,60,821 27.70 - - 80,60,821 27.70 Total 2,90,97,837 100.00 - - 2,90,97,837 100.00 (g) The abovementioned direct acquisition of shares and voting rights by the Acquirer Trusts in the Target Company would attract the applicability of the provisions of regulations 3 and 4 of the SAST Regulations, 2011. Vide the Application, the Acquirer Trusts have sought exemption from SEBI in respect of the same. Grounds for seeking exemption

4. Vide the Application, the Acquirer Trusts have, inter alia, stated the following grounds for seeking exemption from the applicability of provisions of regulations 3 and 4 of the SAST Regulations, 2011:

i. The proposed Acquisition is only a private family arrangement and a non-commercial transaction for the smooth succession planning of the promoter’s family and to streamline the promoter’s family assets and businesses. The structure in no way results in lack of transparency and does not in any way affect the interest of investors.

ii. The proposed acquisition would not result in any change in the control or management of the Target Company. iii. The proposed acquisition would not affect or prejudice the interest of the public shareholders of the Target Company in any manner. iv. The proposed acquisition of shares is not being done with any third parties, but with the private family trusts created solely for the benefits of the promoters and their immediate relatives. v. The sole and exclusive beneficiaries of the Acquirer Trusts are promoters or their immediate relatives only and no third party is a beneficiary. The beneficiaries of the Acquirer Trusts are not entitled to transfer their beneficial ownership interest in the trust property to any third party. vi. The promoters will subsequently hold the shares of the Target Company as the Trustee of the Acquirer Trusts. vii. Pursuant to the proposed acquisition, Acquirer Trusts will be considered as part of the promoter group of the Target Company through direct acquisition as the trustees and the ultimate beneficiaries of the Acquirer Trusts are promoters/part of promoter group of the Target Company. viii. The proposed transfer by the promoters is only an internal reorganization of the shareholding of the Target Company with in the promoter’s family for the purpose of a private family arrangement for the benefits of the members of promoter’s family. ix. The Target Company shall continue to be in compliance with the minimum public shareholding requirements under the Securities Contracts Regulation Rules, 1957 (“SCRR, 1957”) and the SEBI (LODR) Regulations, 2015 (“LODR Regulations, 2015”). x. The Proposed Acquisition complies with all the conditions of exemption mentioned in Chapter 8 of the SEBI Master Circular No. SEBI/HO/CFD/PoD-1/P/CIR/2023/31 dated February 16, 2023 which contains the following clauses: (i) The Acquirer Trusts are in substance, only a mirror image of the promoters’ holdings and consequently, there is no change of ownership or control of the shares or voting rights in the Target Company.

(ii) Only individual promoters or their immediate relatives or lineal descendants are Trustees and beneficiaries of the Acquirer Trusts (iii) The beneficial interest of the beneficiaries of the Acquirer Trusts has not been and will not in the future, be transferred, assigned or encumbered in any manner including by way of pledge/mortgage. (iv) In case of dissolution of the Acquirer Trusts, the assets will be distributed only to the beneficiaries of the Acquirer Trusts or to their legal heirs. (v) The trustees will not be entitled to transfer or delegate any of their powers to any person other than one or more of themselves. (vi) Any change in the trustees / beneficiaries and any change in ownership or control of shares or voting rights held by the Acquirer Trusts shall be disclosed within 2 days to the concerned stock exchanges with a copy endorsed to SEBI for its record. (vii) As far as provisions of the SEBI Act, 1992 and the regulations framed thereunder are concerned, the ownership or control of shares or voting rights will be treated as vesting not only with the Trustees but also indirectly with the beneficiaries. (viii) The liabilities and obligations of individual transferors under the SEBI Act, 1992 and the regulations framed thereunder will not change or get diluted due to transfers to the Acquirer Trusts. (ix) The Acquirer Trusts shall confirm, on an annual basis, that it is in compliance with the exemption order passed by SEBI. The said confirmation shall be furnished to the Target Company which it shall disclose prominently as a note to the shareholding pattern filed for the quarter ending March 31 each year, under Regulation 31 of the LODR Regulations, 2015. (x) The Acquirer Trusts shall get its compliance status certified from an independent auditor annually and furnish the certificate to the Stock Exchanges for public disclosure with a copy endorsed to SEBI for its records. (xi) The proposed acquisition is in accordance with provisions of the Companies Act, 2013 and other applicable laws.

(xii) The transferors are disclosed as promoters in the shareholding pattern filed with the Stock Exchanges for a period of at least 3 years prior to the Proposed Acquisition (except for holding on account of inheritance). (xiii) There is no layering in terms of trustees / beneficiaries in case of the Acquirer Trusts. (xiv) The Trust deed agreement does not contain any limitation of liability of the trustees / beneficiaries in relation to the provisions of the SEBI Act, 1992 and all regulations framed thereunder.

5. The Acquirer Trusts have also provided undertakings regarding compliance with the criteria stipulated in guidelines stated in Chapter 8 of the Master Circular for Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

CONSIDERATION 6. I have considered the Application submitted by the Acquirer Trusts and other material available on record. Before I proceed further, I deem it fit to draw reference to provisions of sub-regulation (1) of regulation 3 and regulation 4 of the SAST Regulations, 2011, which provide as under:

“Substantial acquisition of shares or voting rights. 3(1). No acquirer shall acquire shares or voting rights in a target company which taken together with shares or voting rights, if any, held by him and by persons acting in concert with him in such target company, entitle them to exercise twenty-five per cent or more of the voting rights in such target company unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accordance with these regulations.

Acquisition of control. 4. Irrespective of acquisition or holding of shares or voting rights in a target company, no acquirer shall acquire, directly or indirectly, control over such target company unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accordance with these regulations.”

7. Without reiterating the facts as stated above, I note the following:

(a) The Application submitted is in respect of the proposed direct acquisition of shares and voting rights in the Target Company, i.e., Insecticides (India) Limited. The proposed acquisition as detailed above, which is to be made by the Acquirer Trusts, will lead to direct acquisition of control of the Target Company and will attract the provisions of sub-regulation (1) of regulation 3 and regulation 4 of the SAST Regulations, 2011. (b) The proposed acquisition is in furtherance of an internal reorganization within the Promoter Family and is intended to streamline succession and promote welfare of Promoter Family. The proposed direct acquisition would be a non-commercial transaction which would not affect or prejudice the interests of the public shareholders of the Target Company in any manner. (c) The trustees and the beneficiaries of the Acquirer Trusts are either individual promoters, or their immediate family relatives or lineal descendants. (d) There will be no change in control of the Target Company pursuant to the proposed acquisition, as stipulated under Chapter 8 of the SEBI Master Circular No. SEBI/HO/CFD/PoD-1/P/CIR/2023/31 dated February 16,2023. (e) The pre-acquisition and post-acquisition shareholding of the promoters and promoter group in the Target Company will remain the same. (f) There will be no change in the public shareholding of the Target Company. (g) The Target Company shall continue to be in compliance with the Minimum Public Shareholding requirements under the SCRR, 1957 and the SEBI LODR Regulations, 2015. (h) The Acquirer Trusts have confirmed that it is in compliance with the conditions outlined in Chapter 8 of the SEBI Master Circular No. SEBI/HO/CFD/PoD-1/P/CIR/2023/31 dated February 16,2023, as mentioned at sub-para (x) of para 4 above.

8. Considering the aforementioned, I am of the view that exemption as sought for in the Application may be granted to the Acquirer Trusts, subject to certain conditions as ordered herein below.

ORDER

9. I, in exercise of powers conferred upon me under section 19 read with sub-section (1) of section 11 and clause (h) of sub-section (2) of section 11 of the SEBI Act, 1992 and sub-regulation (5) of regulation 11 of the SAST Regulations, 2011, hereby grant exemption to the Proposed Acquirers, viz., Sanskriti Family Trust, Akshay Family Trust, EJ Private Trust and KBZ Private Trust, from complying with the requirements of sub-regulation (1) of regulation 3 and regulation 4 of the SAST Regulations, 2011 with respect to the proposed direct acquisition in the Target Company, viz., Insecticides (India) Limited, by way of proposed transaction as mentioned in the Application.

10. The exemption so granted is subject to the following conditions:

(a) The proposed acquisition shall be in accordance with the relevant provisions of the Companies Act, 2013 and other applicable laws. (b) On completion of the proposed acquisition, the Proposed Acquirer shall file a report with SEBI within a period of 21 days from the date of such acquisition, as provided in the SAST Regulations 2011. (c) The statements / averments made or facts and figures mentioned in the Application and other submissions by the Proposed Acquirer are true and correct. (d) The Proposed Acquirers shall ensure compliance with statements, disclosures and undertakings made in the Application. The Proposed Acquirers shall also ensure compliance with provisions of Chapter 8 of the SEBI Master Circular No. SEBI/HO/CFD/PoD-1/P/CIR/2023/31 dated February 16, 2023. (e) The Proposed Acquirers shall also ensure that the covenants in the Trust Deed are not contrary to the above conditions. In such case, the Trust Deed shall be suitably modified and expeditiously reported to SEBI.

11. The exemption granted above is limited to the requirements of making open offer under the SAST Regulations, 2011 and shall not be construed as exemption from the disclosure requirements under Chapter V of the aforesaid Regulations;

compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, Listing Agreement / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other applicable Acts, Rules and Regulations.

12. The exemption granted above from making an open offer in respect of the Proposed Acquisition shall remain valid for a period of one (1) year from the date of this Order and the Proposed Acquirer shall complete the implementation of the Proposed Acquisition within such period, failing which the granted exemption shall lapse and cease to exist.

13. The Application dated July 16, 2025 read with other submissions, filed by Sanskriti Family Trust, Akshay Family Trust, EJ Private Trust and KBZ Private Trust, is accordingly disposed of.

PLACE: MUMBAI KAMLESH CHANDRA VARSHNEY DATE: DECEMBER 02, 2025 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA