Exemption order in the matter of Premier Explosives Ltd.

WTM/KCV/CFD/18/2025-26 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 Premier Explosives Limited AKS Family Trust

Background 1. Premier Explosives Limited (hereinafter referred to as “Target Company”), is a company incorporated on February 14, 1980 under the provisions of the Companies Act, 1956, and having its registered office at Premier House, 11 Ishaq Colony, Near AOC Center, Secunderabad, Telangana 500 015. 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 October 29, 2025 along with email dated December 15, 2025 (hereinafter referred to as “Application”) seeking exemption from 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 Ms. Kailash Gupta and Ms. Shonika Prasad, in their capacity of Trustees of AKS Family Trust (“Acquirer Trust”) (hereinafter referred to as “Acquirer Trust” or “Proposed Acquirer”) in the matter of proposed direct acquisition of shares and voting rights in the Target Company by the Acquirer Trust.

Exemption Order in the matter of Premier Explosives Limited

Details of the proposed acquisition: 3. The Acquirer Trust vide the Application has submitted the following: (a) The issued and paid-up share capital of the Target Company is INR 10,75,22,390/-divided into 5,37,61,195 equity shares of INR 2/- each. The shareholding pattern of the Target Company, as on the date of application, is as under: Shareholding in the Target Company Sr. Name No. of shares % shareholding No. Promoters and Promoter Group 1. M r. Amarnath Gupta (Transferor 1) 1,63,84,400 30.48 2. M s. Kailash Gupta (Transferor 2) 58,37,335 10.86 Total Promoter Shareholding (A) = (1 + 2) 2,22,21,735 41.33 B. Public shareholding 3,15,39,460 58.67 Total Shareholding (A+B) 5,37,61,195 100.00 (b) The details of the Settlors, Trustees and Beneficiaries of the Acquirer Trust are tabulated below: (c) AKS Family Trust, settled under the provisions of the Indian Trusts Act, 1882 vide registered trust deed dated September 29, 2025, is an irrevocable, discretionary, private trust. AKS Family Trust Particulars Person Relationship with Transferors Mr. Amarnath Gupta Self Settlor Ms. Kailash Gupta Self Ms. Kailash Gupta Self and Spouse of other transferor Trustees Ms. Shonika Prasad Daughter Ms. Shonika Prasad Daughter Ms. Mahek Prasad Granddaughter Beneficiaries Mr. Shaurya Prasad Grandson Lineal descendants of -transferors (d) The Acquirer Trust propose to acquire interest in the Target Company directly from the promoters of the Target Company.

(e) The direct acquisition of shares and voting rights in the Target Company by the Acquirer Trust is proposed to take place in the following manner: Promoter/Transferor Existing holding Proposed transfer to Acquirer Trust No. of Shares % of No. of Shares % of holding holding Mr. Amarnath Gupta 1,63,84,400 30.48 1,63,84,400 30.48 Ms. Kailash Gupta 58,37,335 10.86 58,37,335 10.86 Total 2,22,21,735 41.33 2,22,21,735 41.33 (f) Pursuant to the proposed acquisition of shares and voting rights by the Acquirer Trust, the Acquirer Trust shall directly acquire 41.33% shareholding/control over the Target Company.

(g) 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 % No. of Shares % No. of Shares % Shares Promoter and Promoter group Mr. Amarnath 1,63,84,400 30.48 (1,63,84,400) (30.48) - - Gupta Ms. Kailash Gupta 58,37,335 10.86 (58,37,335) (10.86) - - Total Promoter 2,22,21,735 41.33 (2,22,21,735) (41.33) - -and Promoter group holding (A)

Acquirer and PAC AKS Family Trust - - 2,22,21,735 41.33 2,22,21,735 41.33 (B) Total Acquirers - - 2,22,21,735 41.33 2,22,21,735 41.33 and PAC C=(A+B)

Particulars Before the proposed Proposed acquisition After the proposed acquisition acquisition No. of % No. of Shares % No. of Shares % Shares Public Shareholding Public (D) 3,15,39,460 58.67 - - 3,15,39,460 58.67 Total E = C + D 5,37,61,195 100.00 - - 5,37,61,195 100.00 (h) The abovementioned direct acquisition of shares and voting rights by the Acquirer Trust 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 Trust has sought exemption from SEBI in respect of the same.

Grounds for seeking exemption 4. Vide the Application, the Acquirer Trust has, 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 settlement of shares held by the Settlors into the Acquirer Trust is intended to streamline succession and welfare of the individual promoters and family members of the Settlors; ii. It is a non-commercial transaction which will not prejudice the interests of the public shareholders of the Target Company in any manner; iii. There will be no change in the public shareholding of the Target Company, and the Target Company shall continue to be in compliance with the minimum public shareholding requirements under the Securities Contracts Regulation Rules, 1957. iv. The proposed settlement of shares held by promoters in the Target Company to the Acquirer Trust is only an internal reorganization and there will be no change in control or management of the Target Company pursuant to the proposed settlement to the Trust and the same will remain with the Promoters and their immediate family members. The pre-acquisition shareholding and post-acquisition shareholding in the Target Company would therefore remain same;

v. In any event, since the Acquirer Trust has been set up for the benefit of the members of promoter family, the trustees of the Acquirer Trust will exercise control only as part of promoter family. Therefore, regardless of whether the trustees exercise control in their personal capacity or as trustees, the promoter family would continue to be in control of Target Company; vi. The ultimate Beneficiaries of the Acquirer Trust belong to the same family and the shares are not being settled to any third party. Thus, there is no real change in the shareholding and control of the Target Company; vii. The proposed settlement would not result in any increase in the holding of the promoter/ promoter group of the Target Company. viii. 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 Trust 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 Trust (iii) The beneficial interest of the beneficiaries of the Acquirer Trust 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 Trust, the assets will be distributed only to the beneficiaries of the Acquirer Trust 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 Trust 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 Trust. (ix) The Acquirer Trust 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 SEBI (LODR) Regulations, 2015 (“LODR Regulations, 2015”). (x) The Acquirer Trust 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 Trust. (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 Trust has also provided undertakings regarding compliance with the criteria stipulated in guidelines stated in Chapter 8 of the Master Circular for SAST Regulations, 2011.

CONSIDERATION 6. I have considered the Application submitted by the Acquirer Trust 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., Premier Explosives Limited. The proposed acquisition as detailed above, which is to be made by the Acquirer Trust, 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 Trust 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 Securities Contracts (Regulation) Rules, 1957 and the LODR Regulations, 2015. (h) The Acquirer Trust has 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 (viii) 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 Trust, 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., AKS Family 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., Premier Explosives 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 Acquirer shall ensure compliance with statements, disclosures and undertakings made in the Application. The Proposed Acquirer 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 Acquirer 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 / the LODR 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 October 29, 2025 read with other submissions, filed by AKS Family Trust, is accordingly disposed of.

PLACE: MUMBAI KAMLESH CHANDRA VARSHNEY DATE: JANUARY 08, 2026 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA