Exemption order under regulation 11(5) of SEBI (SAST) Regulations, 2011 in the matter of Greenply Industries Ltd.

Background 1. Greenply Industries Limited (for convenience “Target Company”) is a company incorporated on July 24, 2008 having its registered office address at Madgul Lounge, 5th & 6th Floor, 23 Central Road, Kolkata - 700027 and the equity shares of the Target Company are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”). 2. An Application dated July 27, 2020 (for convenience “Application”) seeking exemption from the applicability of inter alia regulation 5(1) read with regulation 3(1) & regulation 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (for convenience “Takeover Regulations, 2011”) in the matter of proposed direct and indirect acquisitions of shares in the Target Company, was received by SEBI from Mr. Rajesh Mittal and Mr. Sanidhya Mittal (Trustees) on behalf of Mittal Business Holdings Trust (for convenience “Acquirer Trust”/ “MBHT”). 3. Regulations 3 (1), 4 and 5(1) of the Takeover Regulations, 2011 states as under – Order in the matter of Greenply Industries Limited

Substantial acquisition of shares or voting rights. Reg. 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. Reg. 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. Reg. 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. 4. In the aforementioned Application and subsequent submissions, the following was, inter alia, stated: (a) The shareholding of the Target Company as on the date of Application, is as under: Sr. Name No. of % no. shares A. PROMOTER/ PROMOTER GROUP 1. Rajesh Mittal 30,79,900 2.51 2. Shobhan Mittal 7,39,000 0.60 3. Sanidhya Mittal 1,00,000 0.08 4. Santosh Mittal 11,65,900 0.95 5. Karuna Mittal 6,80,000 0.55 6. S. M. Management Pvt. Ltd. 3,29,26,324 26.85 7. Other promoters 2,53,15,256 20.64 8. Mittal Business Holdings Trust 0 0 TOTAL PROMOTER HOLDING 6,40,06,380 52.20 B. PUBLIC SHAREHOLDING 5,86,21,015 47.80

TOTAL 12,2627,395 100.00 (b) Detail of proposed acquisitions by Acquirer Trust: i. Proposed transaction involves direct and indirect acquisitions of shares of Target Company by Acquirer Trust. The, proposed transaction is planned to be executed in three phases. ii. In first phase, equity shares of the Target Company will be transferred by following promoters to Mrs. Karuna Mittal (also a Promoter) by way of gift, sale, or otherwise, for the purpose of consolidation of shareholding in Mrs. Karuna Mittal: Sr. Name of Number of % No Promoter shares. 1 Rajesh Mittal 30,79,900 2.51 2 Sanidhya Mittal 1,00,000 0.08 3 Shobhan Mittal 7,39,000 0.60 4 Santosh Mittal 11,65,900 0.95 Total 50,84,800 4.14 iii. Mr. Karuna Mittal current shareholding in Target Company is 6,80,000 (0.55%) shares and pursuant to the first phase, her shareholding will be 57,64,800 (4.69%) shares of Target Company. iv. S. M. Management Pvt. Ltd. (‘SMMPL’) is a promoter of Target Company and holds 3,29,26,324 (26.85%) shares in it. In second phase, promoters will transfer their shareholding in SMMPL to Mrs. Karuna Mittal as detailed below: Sr. Name of Number of % No Shareholder shares. 1 Rajesh Mittal 17,34,958 11.54 2 Sanidhya Mittal 47,07,139 31.30 3 Shiv Prakash Mittal 45,35,966 30.16 Total 1,09,78,063 72.99 v. In third phase, Mrs. Karuna Mittal shall transfer her entire shareholding in Target Company acquired in first phase and entire shareholding in SMMPL acquired in second phase, to the Acquirer Trust and no monetary consideration would be involved. vi. Pursuant to the abovementioned acquisition, Acquirer Trust shall hold 4.69% shares of Target Company and 72.99% shares of SMMPL, and accordingly, shall have control over 31.54% shareholding in Target Company. (c) The Settlor, Trustees and beneficiaries of the aforementioned Acquirer Trust are as under – Settlor Trustees Beneficiaries Relationship

Mrs. Karuna Mr. Rajesh Mittal Mr. Rajesh Trustee and Mittal Mr. Sanidhya Mittal Mittal beneficiary are Mr. Sanidhya immediate Mittal relatives and promoters of Lineal Target Company descendants of Mr. Sanidhya Mittal (d) The prior and post shareholding subsequent to the Proposed Acquisition by Acquirer Trust will be as under: Shareholders’ Pre holding Post holding category No. of % of share No. of shares % of share shares holding holding Promoter and Promoter Group other than Acquirer Rajesh Mittal 30,79,900 2.51 0 0 Shobhan 7,39,000 0.60 0 0 Mittal Sanidhya 1,00,000 0.08 0 0 Mittal Santosh Mittal 11,65,900 0.95 0 0 Karuna Mittal 6,80,000 0.55 0 0 SMMPL 3,29,26,324 26.85 3,29,26,324 26.85 Other 2,53,15,256 20.66 2,53,15,256 20.66 promoters Acquirer Mittal Business 0 0 57,64,800 4.69 Holdings Trust (Acquirer Trust)

Total 6,40,06,380 52.20 6,40,06,380 52.20 Promoter and Promoter Group Public 5,86,21,015 47.80 5,86,21,015 47.80 Shareholding Total 12,2627,395 100% 12,26,27,395 100%

Grounds for seeking exemption 5. The Acquirer Trust has sought exemption vide its Application on the following grounds: (a) The proposed acquisitions of Target Company’s shares by MBHT is pursuant to the restructuring of the family estate of the Promoters. While MBHT will be the holders of the Promoters’ shareholding in the Target Company after consummation of the Proposed Acquisition, there will be no change of beneficial ownership or control of the shares or voting rights of Target Company. This application for exemption is being sought pursuant to a private family arrangement intended to streamline ownership and welfare of the Mittal family. (b) MBHT has been settled as a private family trust, irrevocable and discretionary in nature, settled by the Settlor under the provisions of the Indian Trusts Act, 1882, for the benefit of the Beneficiaries. (c) The present Trustees, Settlor, and Beneficiaries of the Acquirer Trust are currently declared as ‘promoters’ / ‘members of the promoter group’ in the shareholding patterns filed by the Target Company, under regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (d) Each transferor under the proposed acquisition have been disclosed as ‘promoters’ / ‘members of the promoter group’ of the Target Company for at least 3 years prior to the proposed acquisition. (e) The Acquirer Trust is a ‘member of the promoter group’ as defined under the SEBI (ICDR) Regulations, 2018, and has been disclosed as such in the disclosures of the shareholding patterns of the Target Company from December 31, 2019, which are made to the Stock Exchanges under regulation 31 of the SEBI (LODR) Regulations, 2015.

(f) The legal and beneficial owners of the shares and voting rights indirectly held by the Acquirer Trust in the Target Company will continue to be the Promoters. (g) The proposed transfer of shares vide the proposed acquisition is not to any third party, but to a Trust whose Trustees, Settlors, and Beneficiaries are all Promoters of the Target Company. (h) The change in the identity of persons who will directly and indirectly exercise voting rights over the Target Company will only be between persons who, in their personal capacities, are Promoters (and their relatives) of the Target Company. 6. The Acquirer Trust (vide the Application dated July 27, 2020 and emails dated October 31, 2020, December 23, 2020 and January 13, 2021 have proposed amendment in trust deed and confirmed compliance with the following guidelines outlined in the Schedule to the SEBI Circular dated December 22, 2017 – (a) The 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. (b) Only individual promoters or their immediate relatives or lineal descendants are Trustees and beneficiaries. (c) The beneficial interest of the beneficiaries of the Trusts have 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 Trusts, the assets will be distributed only to the beneficiaries of the trusts 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 Trusts 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 Trusts. (i) The Trusts 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 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015. (j) The Trusts shall get their 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 filed with the Stock Exchanges for a period of at least 3 years prior to transfer (except for holding on account of inheritance).

(m) There is no layering in terms of trustees / beneficiaries in case of Trusts. (n) The Trust Deed 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. Consideration 7. I have considered the Application submitted by the Acquirer Trust and other material available on record. Without reiterating the facts as stated above, the following is noted: (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. Greenply Industries Limited. The proposed acquisitions as detailed at paragraph 4 (b) above, will attract the provisions of regulation 5(1) read with regulation 3(1) & regulation 4 of the Takeover Regulations, 2011 as per the Application made on behalf of the proposed Acquirer Trust. (b) Pursuant to the proposed acquisitions, the Acquirer Trust would directly hold in 57,64,800 (4.69%) equity shares in the Target Company and would indirectly exercise control of 26.85% shares through S.M.

Management Pvt. Ltd. In aggregate Acquirer Trust would acquirer control over 31.54% equity shares of Target Company. (c) The objective of the proposed acquisitions is to achieve efficient succession planning and for holding the controlling interest in the Target Company in one entity rather than spreading the holding amongst different individuals which may not be in the best interest of the Target Company. Efficient succession planning for the next generation is being facilitated through the Acquirer Trust. (d) There will be no change in control of the Target Company pursuant to the proposed acquisitions, as stipulated under the SEBI Circular dated December 22, 2017. (e) The pre–acquisition and post–acquisition shareholding of the Promoters in the Target Company will remain the same. (f) There will also 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 (“SCRR”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (h) The proposed Acquirer Trust has also confirmed that it is in compliance with the Guidelines outlined in the Schedule to the SEBI Circular dated December 22, 2017 (as reproduced at paragraph 6).

(i) Considering the aforementioned, I am of the view that exemption as sought for in the Application (read with further submissions) may be granted to the proposed Acquirer Trust, subject to certain conditions as ordered herein below. Order 8. I, in exercise of the powers conferred upon me under Section 19 read with Section 11(1) and Section 11(2)(h) of the Securities and Exchange Board of India Act, 1992 and Regulation 11(5) of the Takeover Regulations, 2011 hereby grant exemption to the proposed acquirer, viz. Mittal Business Holdings Trust from complying with the requirements of regulation 5(1) read with regulation 3(1) & regulation 4 of the Takeover Regulations, 2011 with respect to the proposed direct and indirect acquisitions in the Target Company viz. Greenply Industries Limited by way of proposed transactions as mentioned in the Application. 9. The exemption so granted is subject to the following conditions: (a) The proposed acquisitions shall be in accordance with the relevant provisions of the Companies Act, 2013 and other applicable laws. (b) On completion of the proposed acquisitions, the proposed Acquirer Trust shall file a report with SEBI within a period of 21 days from the date of such acquisitions, as provided in the Takeover 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 the statements, disclosures and undertakings made in the application. The proposed Acquirer Trust shall also ensure compliance with the provisions of the SEBI Circular dated December 22, 2017. (e) The proposed Acquirer Trust shall also ensure that the covenants in the Trust Deeds are not contrary to the above conditions and undertaking provided by the transferors. In such case, the Trust Deeds shall be suitably modified and expeditiously reported to SEBI. 10. The exemption granted above is limited to the requirements of making open offer under the Takeover 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. 11. The Application dated July 27, 2020 and related correspondences, filed by Mittal Business Holdings Trust is accordingly disposed of. -Sd- Place: Mumbai S. K. MOHANTY Date: March 19, 2021 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA