Exemption order in the matter of Saurashtra Cement Limited

Background 1. Saurashtra Cement Limited (“Target Company”), a company incorporated on June 11, 1956 under the provisions of the Companies Act, 1956, has its registered office at Ranavav, Porbandar, Gujarat, India, 360550. The equity shares of the Target Company are listed on the BSE Ltd. and National Stock Exchange of India Ltd.

2. An Application dated January 19, 2026 (“Application”) seeking exemption from the applicability of the provisions of regulation 3(2) read with Regulation 5 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SAST Regulations, 2011”) was received by Securities and Exchange Board of India (“SEBI”) from Mr. Jay Mahendra Mehta, in his capacity as the trustee of the Mehta Family Trust (“Acquirer Trust” or “Proposed Acquirer”) in the matter of proposed indirect acquisition of shares and voting rights in the Target Company by the Acquirer Trust.

Exemption Order in the matter of Saurashtra Cement 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 1,11,28,72,800/- divided into 11,12,87,280 equity shares of INR 10/- each. The shareholding pattern of the Target Company, for the quarter ended March 2026, is as under: Shareholding pattern of the Target Company Sr. Name No. of shares % No. shareholding Promoters and Promoter Group 1. Arjun Jay Mehta 16,82,018 1.51 2. Jahnavi Jay Mehta 16,56,713 1.49 3. Promilla Subhashchandra 5,40,000 0.49 Khanna 4. Arja Shridhar 2,00,000 0.18 5. Medhavini Dhriendra Mehta 90,634 0.08 6. Anandita Sudhir Shah 84,415 0.08 7. Hemang Dhriendra Mehta 73,559 0.07 8. Juhi Chawla Mehta 73,382 0.07 9. Jay Mahendra Mehta 43,730 0.04 10. Kamalakshi Dhriendra Mehta 40,425 0.04 11. Umade Dhriendra Mehta 26,000 0.02 12. Sunayana Mahendra Mehta 6,000 0.01 13. Radha Mahendra Mehta 5,100 0.00 14. Anisha Seltenright 100 0.00 15. Devika Kallergis 100 0.00 16. Nihita Khatau 12,935 0.01 17. Atul Khanna - 0.00

18. Mahendra Nanjibhai Mehta - 0.00 19. Trishala Vikas Tandon - 0.00 20. Galaxy Technologies Private 1,62,15,400 14.57 Limited 21. Omna Enterprises LLP 1,05,22,431 9.46 22. Gujarat Industrial Investment 51,16,672 4.60 Corporation Limited 23. Pallor Trading Co. Private - 0.00 Limited 24. Shree Anandeya Investment - 0.00 Private Limited 25. Mehta Investments Mauritius 2,07,32,819 18.63 Limited 26. The Mehta International 1,69,51,044 15.23 Mauritius Limited 27. Treasurers Trading Limited 63,085 0.06 28. The Mehta International Limited 3,750 0.00 29. Mehta Family Trust held by Mr. 100 0.00 Jay Mehta and Mrs. Juhi Chawla Mehta as Trustees Total Promoter Shareholding (A) 7,41,40,412 66.62 B. Public shareholding 3,71,46,868 33.38 C. Non Promoter-Non Public - - (shares held by Employee Trust) Total Shareholding (A+B+C) 11,12,87,280 100.00 b) Galaxy Technologies Private Limited (“Galaxy”) and Omna Enterprises LLP (“Omna”) are part of the Promoter and Promoter group of the Target Company. Galaxy holds 1,62,15,400 shares which is 14.57% of the target company while Omna holds 1,05,22,431 shares which represents 9.46% in the target company.

The promoters/promoter group collectively hold 7,41,40,412 shares which is 66.62% of the share capital of the target company.

c) The shareholding of Galaxy which holds 14.57% shares in the Target Company is as follows: S. No. Name No. of Shares Percentage 1. Jay Mahendra Mehta 2,49,999 49.99 2. Juhi Chawla Mehta 2,50,000 50.00 3. Y.N. Shah 1 0.01 Total 19,39,71,902 100.00 d) Omna is a limited liability partnership firm which holds 9.46% shares in the Target Company and its Profit-Sharing ratio is as follows: S. No. Name % of share in profits/ losses (Voting rights) 1. Hemang Dhirendra Mehta 48.76 2. Jay Mahendra Mehta 1.00 3. Juhi Chawla Mehta 50.24 Total 100.00 e) Mehta Family Trust, settled under the provisions of the Indian Trusts Act, 1882 vide registered trust deed dated January 24, 2019 is an irrevocable, discretionary, private trust. The details of the Settlors, Trustees and Beneficiaries of the Acquirer Trust are tabulated below:

Mehta Family Trust Status Name Relationship with Transferors Settlor Maternal uncle of Transferor Jay Sudhir B Shah Mahendra Mehta Self and Promoter of the Target Jay Mahendra Mehta Company Transferor(s) Self and Promoter of the Target Juhi Chawla Mehta Company and spouse of the other transferor

Self and Promoter of the Target Jay Mahendra Mehta Company and spouse of the other transferor Trustee(s) Self and Promoter of the Target Juhi Chawla Mehta Company and spouse of the other transferor Father of Transferor, Jay Mahendra Nanjibhai Mahendra Mehta and Promoter of Mehta the Target Company Mother of Transferor, Jay Sunayna Mahendra Mahendra Mehta and Promoter Mehta of the target company Self and spouse of the other transfer and Promoter of the Juhi Chawla Mehta Target company Sister of Transferor, Jay Beneficiaries Mahendra Mehta and Promoter Radha Mahendra Mehta of the Target company Daughter of Transferors and Jahnavi Jay Mehta Promoter of the Target company Son of Transferors and Promoter Arjun Jay Mehta of the Target company Lineal Descendants of Lineal Descendants of Transferors of the Target Ms. Jahnavi Jay Mehta Company. and Mr. Arjun Jay Mehta f) The Acquirer Trust proposes to acquire interest in the Target Company indirectly from, the promoters of the Target Company g) The indirect acquisition of shares and voting rights in the Target company by the Acquirer Trust is proposed to take place in the following manner: (i) Jay Mahendra Mehta proposes to transfer 2,49,999 (49.99%) shares of Galaxy held by him to the Acquirer Trust. (ii) Juhi Chawla Mehta shall transfer 50.04% of her profit sharing/voting rights in Omna to Acquirer Trust. (iii) Pursuant to such transfers referred at (i) and (ii) above, Acquirer Trust, along with persons acting in concert with it, which are entities forming part of promoter group of the target company, shall indirectly acquire 24.04% of the voting rights of the Target Company (14.57% held by Galaxy and 9.46% held by Omna.)

h) The details of proposed transfer of shares of Galaxy is as given below: Particulars Transferor No. of (%) of Acquirer No. of % of shares shares shares shares proposed proposed acquired acquired to the to be by by transferred transferred Acquirer Acquirer by by Transferor Transferor Transfer Jay 2,49,999 49.99 Mehta 2,49,999 49.99 of 49.99% Mahendra Family of Galaxy Mehta Trust i) The details of proposed transfer of profit sharing ratio in Omna is given below Particulars Transferor (%) of profit Acquirer % of profit sharing proposed sharing to be transferred acquired by by Transferor Acquirer Transfer of Juhi Chawla 50.04 Mehta 50.04 50.04% of Omna Mehta Family Trust j) As the Acquirer Trusts only comprises of the family members of the Mehta family as its trustees and beneficiaries, the ultimate shareholding and beneficial interest in the Target Company will continue to remain with the current promoters and promoter group of the Target Company pursuant to the proposed transaction.

k) There would be no alteration in 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:

Shareholding before Proposed Shareholding after the proposed Transaction the proposed Particulars acquisition acquisition No. of % of No. of % of No. of % of Shares share Shares shares Shares shares s Promoters and Promoter Group (other than Acquirer) Arjun Jay Mehta 16,82,018 1.51 - - 16,82,018 1.51 Jahnavi Jay Mehta 16,56,713 1.49 - - 16,56,713 1.49 Promilla 5,40,000 0.49 5,40,000 0.49 Subhashchandra - - Khanna Arja Shridhar 2,00,000 0.18 - - 2,00,000 0.18 Medhavini Dhriendra 90,634 0.08 90,634 0.08 - - Mehta Anandita Sudhir Shah 84,415 0.08 - - 84,415 0.08 Hemang Dhriendra 73,559 0.07 73,559 0.07 - - Mehta Juhi Chawla Mehta 73,382 0.07 - - 73,382 0.07 Jay Mahendra Mehta 43,730 0.04 - - 43,730 0.04 Kamalakshi 40,425 0.04 40,425 0.04 - - Dhriendra Mehta Umade Dhriendra 26,000 0.02 26,000 0.02 - - Mehta Sunayana Mahendra 6,000 0.01 6,000 0.01 - - Mehta Radha Mahendra 5,100 0.00 5,100 0.00 - - Mehta Anisha Seltenright 100 0.00 - - 100 0.00 Devika Kallergis 100 0.00 - - 100 0.00 Nihita Khatau 12,935 0.01 - - 12,935 0.01 Atul Khanna - 0.00 - - - 0.00 Mahendra Nanjibhai - 0.00 - 0.00 - - Mehta Trishala Vikas - 0.00 - 0.00 - - Tandon Galaxy Technologies 1,62,15,400 14.57 1,62,15,400 14.57 - - Private Limited Omna Enterprises 1,05,22,431 9.46 1,05,22,431 9.46 - - LLP Gujarat Industrial 51,16,672 4.60 51,16,672 4.60 Investment - - Corporation Limited Pallor Trading Co. - 0.00 - 0.00 - - Private Limited Shree Anandeya - 0.00 - 0.00 Investment Private - - Limited

Mehta Investments 2,07,32,819 18.63 2,07,32,819 18.63 - - Mauritius Limited The Mehta 1,69,51,044 15.23 1,69,51,044 15.23 International - - Mauritius Limited Treasurers Trading 63,085 0.06 63,085 0.06 - - Limited The Mehta 3,750 0.00 3,750 0.00 - - International Limited Total (A) 7,41,40,312 66.62 - 7,41,40,312 66.62 - Acquirer Trust Mehta Family Trust 100 0.00 100 0.00 - - (Acquirer Trust) Total (B) 100 0.00 - - 100 0.00 Total (A+B) 7,41,40,412 66.62 - - 7,41,40,412 66.62 Public Public shareholding 3,71,46,868 33.38 - - 3,71,46,868 33.38 (C) Non-promoter & Non-public Non-promoter & Non- - - - - - -public (D) TOTAL - - 11,12,87,280 100.00 11,12,87,280 A+B+C+D 100.00 l) The abovementioned indirect acquisition by the Acquirer Trust in the Target Company would attract the applicability of the provisions of regulations 3(2) and 5 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 applicability of provisions of regulations 3 and 5 of the SAST Regulations, 2011: (a) Consolidate control and achieve succession planning objectives: The proposed indirect acquisition will take place pursuant to a private family arrangement which is intended to streamline the Mehta Family's shareholding in the group companies and the Target Company with a view to consolidate control and achieve succession planning objectives; (b) Non-prejudicial to the interest of public shareholders: The proposed indirect acquisition is a non-commercial transaction which will not prejudice the interests of the public shareholders of the Target Company in any manner;

(c) No change in the control and management of the Target Company: The proposed indirect acquisition by the Acquirer Trust is only an internal reorganization within the Mehta family. There will be no change in the management of the Target Company pursuant to the proposed indirect acquisition; (d) No new acquisition of shares in Target Company: There shall be no new acquisition of shares and the pre and post-acquisition shareholding of promoter and promoter group of the Target Company would remain the same; (e) Proposed Indirect Acquisition is not by a third party: Pursuant to the proposed indirect acquisition, no outsider/ third party will acquire shares in the Target Company as the acquisition takes place between the members of the Mehta Family who are part of the promoters of the Target Company and the Acquirer Trust, having such promoters as Trustees and Beneficiaries; (f) No change in the public shareholding: There will also be no change in the public shareholding of the Target Company pursuant to the proposed indirect acquisition. Further, the Target Company shall continue to be in compliance with the minimum public shareholding requirements under the Securities Contracts Regulation Rules, 1957 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations, 2015”); (g) The proposed acquisition shall not have any adverse impact on the Target Company or securities market in India; and (h) In light of the intent and spirit behind regulation 10 of the SAST Regulations 2011, that exempts transfer of shares inter-se between immediate relatives (which includes immediate lineal descendants), the Proposed Indirect Acquisition would merit an exemption under SAST Regulations 2011. (i) Further, certain conditions and undertakings have been specified in the SEBI Master Circular No. SEBI/HO/CFD/PoD-1/P/CIR/2023/31 dated February 16, 2023, which are to be included in the trust deed of the trust seeking exemption for their proposed acquisitions under regulation 11 of the SAST

Regulations 2011. The Acquirer Trust satisfies all of these conditions and guidelines, namely: (a) The Acquirer Trust is 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. (b) Only individual promoters or their immediate relatives or lineal descendants are Trustees and beneficiaries of the Acquirer Trust (c) 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. (d) 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. (e) The trustees will not be entitled to transfer or delegate any of their powers to any person other than one or more of themselves. (f) 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. (g) As far as the 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. (h) 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. (i) 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 LODR Regulations, 2015.

(j) 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. (k) The proposed acquisition is in accordance with the provisions of the Companies Act, 2013 and other applicable laws. (l) The transferors are disclosed as promoters in the shareholding pattern of the target company filed with the Stock Exchanges for a period of at least 3 years prior to the Proposed Acquisition. (m) There is no layering in terms of trustees / beneficiaries in case of the Acquirer Trust. (n) 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 SEBI Master Circular No. SEBI/HO/CFD/PoD-1/P/CIR/2023/31 dated February 16, 2023 for the 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 regulation 3(2), and regulation 5 of the SAST Regulations, 2011, which provide as under: “Substantial acquisition of shares or voting rights. 3(2). No acquirer, who together with persons acting in concert with him, has acquired and holds in accordance with these regulations shares or voting rights in a target company entitling them to exercise twenty-five per cent or more of the voting rights in the target company but less than the maximum permissible non-public shareholding, shall acquire within any financial year additional shares or voting rights in such target company entitling them to exercise more than five per cent of the voting rights, unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accordance with these regulations Indirect acquisition of shares or control. 5(1) For the purposes of regulation 3 and regulation 4, acquisition of shares or voting rights in, or control over, any company or other entity, that would enable any person and persons acting in concert with him to exercise or direct the exercise of such percentage of voting rights in, or control over, a target company, the acquisition of which would otherwise attract the obligation to make a public announcement of an open offer for acquiring shares under these regulations, shall be considered as an indirect acquisition of shares or voting rights in, or control over the target company.”

7. Without reiterating the facts as stated above, I note the following: (a) The Application submitted is in respect of the proposed indirect acquisition of shares and voting rights in the Target Company, i.e., Saurashtra Cement Limited. The proposed acquisition as detailed above, which is to be made by the Acquirer Trust, will lead to indirect acquisition of shares and voting rights of the Target Company and will attract the provisions of regulation 3(2) and regulation 5 of the SAST Regulations, 2011. (b) The proposed indirect 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 indirect 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 (i) 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 11(1) and section 11(2)(h) of the SEBI Act, 1992 and regulation 11(5) of the SAST Regulations, 2011, hereby grant exemption to the Proposed Acquirer, viz., Mehta Family Trust, from complying with the requirements of regulation 3(2), and regulation 5 of the SAST Regulations, 2011 with respect to the proposed indirect acquisition in the Target Company, viz., Saurashtra Cement 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 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 / 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 January 19, 2026 read with other submissions, filed by Mehta Family Trust, is accordingly disposed of.

PLACE: MUMBAI KAMLESH CHANDRA VARSHNEY DATE: JULY 14, 2026 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA