Exemption Order in the matter of Vadilal Industries Limited

BACKGROUND 1. Vadilal Industries Limited (hereinafter referred to as “Target Company”) is a company incorporated under the provisions of the Companies Act, 1956, having its registered office at Vadilal House 53, Shrimali Society, Nr. Navrangpura Police Station, Navrangapura, Ahmedabad – 380009, Gujarat, India. The equity shares of the Target Company are listed on the BSE Ltd. (hereinafter referred to as “BSE”) and the National Stock Exchange of India Ltd. (hereinafter referred to as “NSE”).

2. An application dated August 07, 2025 (hereinafter referred to as “Application”) seeking exemption from the applicability of regulation 3 and regulation 5 read with regulation 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as “SAST Regulations, 2011”) was received by SEBI on behalf of IVG Trust (hereinafter referred to as “Acquirer Trust”) in the matter of proposed direct and indirect acquisition of shares and voting rights in the Target Company by the Acquirer Trust.

Exemption Order in the matter of Vadilal Industries Limited.

3. While the Application was under examination, the Acquirer Trust informed that partition of an HUF entity which was initially contemplated in the proposed transaction would not be undertaken and accordingly the Acquirer Trust sought to update the application to reflect the revised transaction structure. The updated application was received by SEBI on November 9, 2025. Subsequently, various clarifications were sought which included, inter alia, clarification related to discrepancy in the names of the settlor, trustees and beneficiaries as stated in the KYC document, Trust Deed and shareholding pattern filed with the exchange. The aforesaid discrepancy was confirmed by the Acquirer Trust and accordingly, the Acquirer Trust was advised to rectify the same. The relevant undertakings and amended Trust Deed was submitted by the Acquirer Trust on May 08, 2026 and thereafter the Application was examined and final clarifications were sought on May 19, 2026. The final reply with respect to the aforesaid clarifications was received on June 03, 2026 from the Acquirer Trust.

DETAILS OF THE PROPOSED ACQUISITION 4. The Acquirer Trust, vide the Application, has submitted the following: (a) The issued, subscribed and paid-up equity share capital of the Target Company is INR 7,18,78,300 divided into 71,87,830 equity shares having a face value of INR 10/- each (as per information available on BSE website).

(b) The shareholding pattern of the Target Company, as appearing on the BSE Website as on March 31, 2026, is as under: Table no. 1 Shareholding structure of the Target Company Sr. No Name No. of % shareholding Shares A. Promoter/Promoter Group 1. Gandhi Virendra 1,19,699 1.67 Ramchandra HUF 2. Rajesh R. Gandhi HUF 62,411 0.87 3. Rajesh Ramchandra Gandhi 2,27,721 3.17

Sr. No Name No. of % shareholding Shares 4. Devanshu Laxmanbhai 3,45,691 4.81 Gandhi 5. Virendrabhai Ramchandra 1,58,634 2.21 Gandhi 6. Mamta Rajesh Gandhi 1,22,251 1.70 7. Ila V Gandhi 1,07,931 1.50 8. Deval Devanshu Gandhi 59,266 0.82 9. Janmajay Virendrabhai 14,893 0.21 Gandhi 10. Navinchandra Chimanlal 6,999 0.10 Modi 11. Khevna Raj Shah 809 0.01 12. Dharini Ketan Khambhatta 811 0.01 13. Hemali Piyushkumar Surati 11,808 0.16 14. Vadilal International Private 28,09,704 39.09 Limited 15. Vadilal Finance Company 3,28,311 4.57 Private Limited 16. Veronica Constructions 2,44,600 3.40 Private Limited 17. Byad Packaging Industries 10,137 0.14 Pvt Ltd 18. Vadilal Marketing Private 10,330 0.14 Limited 19. Axilrod Private Limited 9,943 0.14 20. Vadilal Enterprises Limited 150 0.00 Total Promoter Shareholding 46,52,099 64.72% B. Public shareholding 25,35,731 35.28%

Sr. No Name No. of % shareholding Shares Total Shareholding 71,87,830 100.00% (c) Vadilal International Private Limited (hereinafter referred to as “VIPL”), Vadilal Finance Company Private Limited (hereinafter referred to as “VFCPL”), Veronica Constructions Private Limited (hereinafter referred to as “VCPL”) and Axilrod Private Limited (hereinafter referred to as “Axilrod”) are part of Promoter and Promoter group of the Target Company. (The aforesaid promoters of the Target Company are collectively referred to as “Promoter Group Companies”)

(d) VIPL holds 28,09,704 shares which is 39.09% of the target company; VFCPL holds 3,28,311 shares which represents 4.57% in the target company; VCPL holds 2,44,600 shares which is 3.40% in the Target Company and Axilrod holds 9,943 shares which is 0.14% in Target Company. These promoter group companies collectively hold 33,92,558 shares representing 47.20% shareholding in the Target Company.

(e) The shareholding pattern of VIPL is as follows: Table no. 2 Shareholding structure of VIPL Sr. No Name No. of % Shares 1. Virendrabhai Ramchandra Gandhi with Janmajay 49,956 33.30 Virendrabhai Gandhi 2. Virendrabhai Ramchandra Gandhi 44 0.03 3. Devanshu Laxmanbhai Gandhi with Deval 50,000 33.33 Devanshu Gandhi 4. Rajesh Ramchandra Gandhi with Mamta Rajesh 47,010 31.34 Gandhi 5. Mamta Rajesh Gandhi 1,790 1.19 6. Rajesh Ramchandra Gandhi 1,179 0.79

7. Mamta Rajesh Gandhi with Rajesh Ramchandra 17 0.01 Gandhi 8. Kalpit Rajesh Gandhi with Rajesh Ramchandra 4 0.00 Gandhi Total 1,50,000 100.00 (f) The shareholding pattern of VFCPL is as follows: Table no. 3 Shareholding structure of the VFCPL Sr. No Name No. of % Shares 1. Ila V Gandhi 1,500 15.00 2. Virendrabhai Ramchandra Gandhi with 1,353 13.53 Ila V Gandhi 3. Virendrabhai Ramchandra Gandhi with 149 1.49 Devanshu Laxmanbhai Gandhi 4. Virendrabhai Ramchandra Gandhi with 93 0.93 Janmajay Virendrabhai Gandhi 5. Virendrabhai Ramchandra Gandhi 77 0.77 6. Gandhi Virendra Ramchandra HUF 54 0.54 7. Devanshu Laxmanbhai Gandhi 3,135 31.35 8. Mamta Rajesh Gandhi 1,500 15.00 9. Rajesh Ramchandra Gandhi with 1,490 14.90 Mamta Rajesh Gandhi 10. Vadilal International Pvt. Ltd. 187 1.87 11. Rajesh Ramchandra Gandhi 78 0.78 12. Ramchandra Gandhi with Devanshu 75 0.75 Laxmanbhai Gandhi 13. Krishna N. Choksi with Ramchandra 65 0.65 Gandhi 14. Vaibhavi C. Choksi with Ramchandra 65 0.65 Gandhi

Sr. No Name No. of % Shares 15. Nilaben M. Modi with Manojkumar 56 0.56 Vadilal Modi 16. Ramchandra Gandhi 56 0.56 17. Mamta Rajesh Gandhi with Rajesh 38 0.38 Ramchandra Gandhi 18. Sharmisthaben P Surati with 18 0.18 Pravinchandra M Surti 19. Kalpit Rajesh Gandhi with Rajesh 9 0.09 Ramchandra Gandhi 20. Ramchandra Gandhi (Ranchhodlal & 1 0.01 Sons) 21. Ushaben N. Modi 1 0.01 Total 10,000 100.00 (g) The shareholding pattern of VCPL is as follows: Table no. 4 Shareholding structure of the VCPL Sr. No Name No. of % Shares 1. Janmajay Virendrabhai Gandhi 1,500 15.00 2. Ila V Gandhi with Janmajay 1,241 12.41 Virendrabhai Gandhi 3. Virendrabhai Ramchandra Gandhi with 300 3.00 Janmajay Virendrabhai Gandhi 4. Deval Devanshu Gandhi with 1,540 15.40 Aakanksha Devanshu Gandhi 5. Mamta Rajesh Gandhi with Kalpit 1,539 15.39 Rajesh Gandhi 6. Byad Packaging Industries Pvt Ltd 1,500 15.00 7. Kalpit Rajesh Gandhi 1,500 15.00

Sr. No Name No. of % Shares 8. Vadilal International Pvt Ltd 880 8.80 Total 10,000 100.00 (h) The shareholding pattern of Axilrod is as follows: Table no. 5 Shareholding structure of the Axilrod Sr. No Name No. of % Shares 1. Janmajay Virendrabhai Gandhi 2,402 6.00 2. Ila V Gandhi 2,401 6.00 3. Virendrabhai Ramchandra Gandhi 30,415 76.00 4. Khevna Raj Shah 2,401 6.00 5. Dharini Ketan Khambhatta 2,401 6.00 Total 40,020 100.00 (i) The Acquirer Trust, established under the provisions of the Indian Trust Act, 1882 vide trust deed dated July 24, 2025 read with deed of amendment dated May 04, 2026 is irrevocable and discretionary private trust. The details of the Settlors, Trustees and Beneficiaries of Acquirer Trust are given below: Table no. 6 Particulars of the Acquirer Trust Relationship with Status Name Transferor Ila V Gandhi Spouse of the Transferor (PAN: AFHPG6644Q) and Promoter/Promoter Settlor Group of the Target Company

Relationship with Status Name Transferor Virendrabhai Ramchandra Self and Gandhi Promoter/Promoter Group Transferor of the Target Company (PAN: ABDPG4799C) Virendrabhai Ramchandra Self and Gandhi Promoter/Promoter Group (PAN: ABDPG4799C) of the Target Company Trustee(s) Janmajay Virendrabhai Son of the Transferor and Gandhi Promoter/Promoter Group (PAN: ABNPG2073M) of the Target Company Virendrabhai Ramchandra Self and Beneficiaries Gandhi Promoter/Promoter Group (PAN: ABDPG4799C) of the Target Company Ila V Gandhi Spouse of the Transferor (PAN: AFHPG6644Q) and Promoter/Promoter Group of the Target Company Janmajay Virendrabhai Son of the Transferor and Gandhi Promoter/Promoter Group (PAN: ABNPG2073M) of the Target Company Lineal descendants of Lineal descendant of Son Janmajay Virendrabhai of Transferor Gandhi (j) The Acquirer Trust proposes to acquire shares and voting rights in the Target Company directly and indirectly from certain promoters/promoter group members of the Target Company in the following manner:

(k) 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:

I. Ila V Gandhi and Janmajay Virendrabhai Gandhi will gift their shareholding in Target Company to Virendrabhai Ramchandra Gandhi. Table no. 7 Details of proposed direct acquisition in Target Company Name of the No of Transferor Acquirer % Company shares Ila V Gandhi Virendrabhai 1,07,931 1.50 Vadilal Industried Janmajay Ramchandra Limited Virendrabhai Gandhi 14,893 0.21 Gandhi Total 1,22,824 1.71%

II. Pursuant to aforesaid transfer, Virendrabhai Ramchandra Gandhi, who will cumulatively hold 2,81,458 shares (3.92%) of Target Company, will transfer these shares to the Acquirer Trust by way of gift.

(l) 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. With respect to the sharers of VIPL, VFCPL, VCPL and Axilrod held by Virendrabhai Ramchandra Gandhi, Ila V Gandhi and Janmajay Virendrabhai Gandhi, held either individually/Jointly, the said shares will be gifted to Virendrabhai Ramchandra Gandhi as following: Table no. 8 Details of proposed indirect acquisition in Promoter Group Companies Name of the No of Transferor Acquirer % company shares Vadilal Virendrabhai Virendrabhai 49,956 33.30 International Ramchandra Ramchandra Private Limited Gandhi with Gandhi

Name of the No of Transferor Acquirer % company shares Janmajay Virendrabhai Gandhi Sub-Total of VIPL 49,956 33.30 Vadilal Finance Ila V Gandhi Virendrabhai 1,500 15.00 Company Private Ramchandr Virendrabhai 1,353 13.53 Limited a Gandhi Ramchandra Gandhi with Ila V Gandhi Virendrabhai 149 1.49 Ramchandra Gandhi with Devanshu Laxmanbhai Gandhi Virendrabhai 93 0.93 Ramchandra Gandhi with Janmajay Virendrabhai Gandhi Sub-Total of VFCPL 3,095 30.95 Vernoica Janmajay Virendrabhai 1500 15.00 Constructions Virendrabhai Ramchandr Private Limited. Gandhi a Gandhi Ila V Gandhi 1,241 12.41 with Janmajay Virendrabhai

Name of the No of Transferor Acquirer % company shares Gandhi Virendrabhai 300 3.00 Ramchandra Gandhi with Janmajay Virendrabhai Gandhi Sub-Total of VCPL 3,041 30.41 Axilrod Private Ila V Gandhi Virendrabha 2,401 6.00 Limited i Janmajay 2,402 6.00 Ramchandr Virendrabhai a Gandhi Gandhi Sub-Total of Axilrod 4,803 12.00

II. Subsequent to the aforesaid transaction, Virendrabhai Ramchandra Gandhi will hold 50,000 shares i.e. 33.33% shareholding in VIPL, 3,172 shares i.e. 31.72% shareholding in VFCPL, 3,041 shares i.e. 30.41% shareholding in VCPL and 35,218 shares i.e. 88% shareholding in Axilrod and will transfer those shares to Acquirer Trust by way of gift.

(m) The shares of the Target Company, VIPL, VFCPL, VCPL and Axilrod would be transferred without any consideration to the Acquirer Trust.

(n) Acquirer has mentioned in the application that Acquirer Trust would be considered as a “person acting in concert” with Promoter and Promoter group of the Target Company in terms of Regulation 2(1)(q) of the Takeover Regulations.

(o) Pursuant to the proposed acquisitions mentioned above, the Acquirer Trust along with other promoters and members of promoter group would directly and indirectly acquire control over the Target Company.

(p) 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: Table no. 9 Change in shareholding of the Target Company pursuant to proposed transactions Particulars Shareholding Proposed Shareholding Before the acquisition After the proposed proposed acquisition acquisition No. of % No. of % No. of % Shares Shares Shares Promoter and Promoter group Gandhi Virendra 1,19,699 1.67 - - 1,19,699 1.67 Ramchandra HUF Rajesh R. Gandhi 62,411 0.87 - - 62,411 0.87 HUF Rajesh 2,27,721 3.17 - - 2,27,721 3.17 Ramchandra Gandhi Devanshu 3,45,691 4.81 - - 3,45,691 4.81 Laxmanbhai Gandhi Virendrabhai 1,58,634 2.21 (1,58,634) (2.21) - - Ramchandra Gandhi

Particulars Shareholding Proposed Shareholding Before the acquisition After the proposed proposed acquisition acquisition No. of % No. of % No. of % Shares Shares Shares Mamta Rajesh 1,22,251 1.70 - - 1,22,251 1.70 Gandhi Ila V Gandhi 1,07,931 1.50 (1,07,931) (1.50) - - Deval Devanshu 59,266 0.82 - - 59,266 0.82 Gandhi Janmajay 14,893 0.21 (14,893) (0.21) - - Virendrabhai Gandhi Navinchandra 6,999 0.10 - - 6,999 0.10 Chimanlal Modi Khevna Raj Shah 809 0.01 - - 809 0.01 Dharini Ketan 811 0.01 - - 811 0.01 Khambhatta Hemali 11,808 0.16 - - 11,808 0.16 Piyushkumar Surati Vadilal 28,09,704 39.09 - - 28,09,704 39.09 International Private Limited Vadilal Finance 3,28,311 4.57 - - 3,28,311 4.57 Company Private Limited Veronica 2,44,600 3.40 - - 2,44,600 3.40 Constructions Private Limited

Particulars Shareholding Proposed Shareholding Before the acquisition After the proposed proposed acquisition acquisition No. of % No. of % No. of % Shares Shares Shares Byad Packaging 10,137 0.14 - - 10,137 0.14 Industries Pvt Ltd Vadilal Marketing 10,330 0.14 - - 10,330 0.14 Private Limited Axilrod Private 9,943 0.14 - - 9,943 0.14 Limited Vadilal 150 0.00 - - 150 0.00 Enterprises Limited Acquirer IVG Trust - - (2,81,458) (3.92) 2,81,458 3.92 Total 46,52,099 64.72 Nil Nil 46,52,099 64.72 Public Shareholding Public 25,35,731 35.28% Nil Nil 25,35,731 35.28% Total 71,87,830 100.00 Nil Nil 71,87,830 100.00 (q) The abovementioned direct and indirect acquisition of shares/control and voting rights by the Acquirer Trust in the Target Company (hereinafter referred to as “Proposed Acquisitions”) would attract the applicability of the provisions of regulation 3 and regulation 5 read with regulation 4 of the SAST Regulations, 2011. Vide the Application, the Acquirer Trust have sought exemption from SEBI in respect of the same.

GROUNDS FOR SEEKING EXEMPTION

5. The Acquirer Trust has, inter alia, provided the following grounds for seeking exemption from the applicability of the provisions of regulation 3 and regulation 5 read with regulation 4 of the SAST Regulations, 2011: (a) The proposed acquisition of shares of Target Company is undertaken to carry out an internal reorganization within the promoter family and is intended to streamline succession and promote welfare of promoter family. The proposed acquisition would not affect or prejudice the interests of the public shareholders of Target Company in any manner. (b) The Acquirer Trust should fall within the definition of ‘promoter group’ under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as the trustees and ultimate beneficiaries of the Acquirer Trust are promoters and members of the promoter group family of Target Company. Thus, the proposed acquisition would not result in any increase / decrease in the holding of the promoters or promoter group in Target Company. (c) The proposed acquisition of shares by the Acquirer Trust would also not result in change in control and management of Target Company. Shri Virendrabhai Ramchandra Gandhi and Shri Janmajay Virendrabhai Gandhi (trustees of the Acquirer Trust) through whom control would be exercised over the assets of the Acquirer Trust, are also members belonging to promoter and promoter group of Target Company in their individual capacity. (d) There is no effective change in the exercise of voting power or in the control / management of Target Company and Target Company. Even where pre-acquisition shareholding pattern and post-acquisition shareholding pattern of promoter and members of the promoter group in Target Company change, aggregate shareholding of the promoter and members of the promoter group in Target Company would remain the same. (e) Target Company shall continue to be in compliance with the minimum public shareholding requirements under the Securities Contracts (Regulation) Rules, 1957 (hereinafter referred to as “SCRR”) and the SEBI (LODR) Regulations, 2015 (hereinafter referred to as “LODR

Regulations”) as the pre-acquisition shareholding and post-acquisition shareholding of public in Target Company would remain same. (f) Trustees are representative of the Acquirer Trust and accordingly all regulations can therefore be enforced on the trustees in their individual capacity. Accordingly, there shall be no difficulty as regards enforceability of the provisions of SEBI Act, 1992 and the regulations framed thereunder if the shares of Target Company are held by the trustees for the benefit of the beneficiaries of the Acquirer Trust. (g) The Acquirer Trust is an irrevocable private family trust, settled as a discretionary trust, for the benefit of the members of the promoter group. The trustees and ultimate beneficiaries are individuals from the promoter family and persons belonging to the category ‘promoter and members of promoter group’. The structure in no way results in lack of transparency and does not in any way impact the interest of investors. (h) The acquisition of shares and voting rights of Target Company and Promoter Group Companies holding shares in Target Company by the Acquirer Trust is for efficient succession planning and for holding the controlling interest in Target Company ultimately in one entity rather than spreading the holding amongst different individuals. (i) The Acquirer Trust is in compliance with the following conditions outlined in the Chapter 8 of SEBI Circular No. SEBI/HO/CFD/PoD- 1/P/CIR/2023/31 dated February 16, 2023 (hereinafter referred to as “SEBI Circular”): (i) 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. (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 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 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. (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 they are 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. (x) The Acquirer Trust shall get their compliance status certified by 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 acquisitions are in accordance with the 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. (xiii) There is no layering in terms of trustees/beneficiaries in the case of the Acquirer Trust.

(xiv) The Trust Deed do 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. 6. The Acquirer Trust has also provided undertakings regarding compliance with the criteria stipulated in guidelines stated in Chapter 8 of the SEBI Circular.

CONSIDERATION 7. 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 the relevant provisions 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 (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.

Provided that the acquisition beyond five per cent but upto ten per cent of the voting rights in the target company shall be permitted for the financial year

2020-21 only in respect of acquisition by a promoter pursuant to preferential issue of equity shares by the target company.

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. Indirect acquisition of shares or control.

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.”

8. Without reiterating the facts as stated above, I note the following: (a) The Application submitted is in respect of the proposed direct and indirect acquisition of shares and voting rights in the Target Company, i.e., Vadilal Industries Limited. The Proposed Acquisition as detailed above, which is to be made by the Acquirer Trust, will lead to the direct and indirect acquisition of shares and voting rights in the Target Company and acquisition of control over the Target Company which will attract the provisions of Regulation 3 and Regulation 5 read with regulation 4 of the SAST Regulations, 2011.

(b) The Proposed Acquisition is in furtherance to an internal reorganization within the immediate relatives of the Promoters and are intended to streamline succession and promote the welfare of the family. The Proposed Acquisition would be non-commercial transactions which would not affect or prejudice the interests of the public shareholders of the Target Company in any manner.

(c) The trustees and beneficiaries of the Acquirer Trust, through which control would be exercised over the Target Company, are the immediate relatives or lineal descendants of the Promoter and Promoter group of the Target Company.

(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 Circular.

(e) The pre-acquisition and post-acquisition shareholding of the Promoter 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 and the LODR Regulations.

(h) The Acquirer Trust has confirmed that it is in compliance with the conditions outlined in Chapter 8 of the SEBI Circular and will always remain in compliance with aforesaid guidelines.

9. Considering all 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

10. I, in exercise of powers conferred upon me under section 19 read with section 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 Acquirer Trust, viz., IVG Trust, from complying with the requirements of regulation 3 and regulation 5 read with regulation 4 of the SAST Regulations, 2011 with respect to the proposed direct and indirect acquisitions in the Target Company, viz., Vadilal Industries Limited, by way of the proposed transaction as mentioned in the Application.

11. 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 Acquirer Trust shall file a report with SEBI within a period of 21 days from the date of such acquisition. (c) The statements/averments made or facts and figures mentioned in the Application and other submissions by the Acquirer Trust are true and correct. (d) The Acquirer Trust shall ensure compliance with the statements, disclosures and undertakings made in the Application. The Acquirer Trust shall also ensure compliance with the provisions of Chapter 8 of the SEBI Circular. (e) The Acquirer Trust 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.

12. The exemption granted above is limited to the requirements of making an open offer under the SAST Regulations, 2011 and shall not be construed as an 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 or any other applicable Acts, Rules and Regulations.

13. The exemption granted above from making an open offer in respect of the Proposed Acquisitions shall remain valid for a period of one (1) year from the date of this Order and the Acquirer Trust shall complete the implementation of the Proposed

Acquisitions within such period, failing which the granted exemption shall lapse and cease to exist.

14. The Application filed by the Acquirer Trust is accordingly disposed of.

PLACE: MUMBAI KAMLESH CHANDRA VARSHNEY DATE: July 03, 2026 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA