Exemption Order under Regulation 11 of SEBI (SAST) Regulations, 2011 in the matter of Ratnamani Metals and Tubes Limited

UNDER SECTION 11(1) AND SECTION 11(2)(h) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 READ WITH REGULATION 11(5) 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 Ratnamani Metals and Tubes Limited PROPOSED ACQUIRER M.N. Sanghvi Family Trust

Background 1. Ratnamani Metals and Tubes Limited (“Target Company”) is a company incorporated under the Companies Act, 1956 and has its registered office at 17, Rajmugat Society, Naranpura Char Rasta, Ankur Road, Naranpura, Ahmedabad, Gujarat - 380013. The equity shares of the Target Company are listed on BSE Ltd. (“BSE”) and the National Stock Exchange of India Ltd. (“NSE”).

2. An application dated March 18, 2024 was received from M.N. Sanghvi Family Trust (“Applicant/Acquirer Trust / Proposed Acquirer”) along with emails dated April 08, 2024, May 09, 2024, May 24, 2024, June 27, 2024, July 23, 2024 and September 20, 2024 seeking exemption from the applicability of regulations 3 and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations, 2011”) with respect to the proposed direct acquisition of shares in the Target Company. The above-mentioned application along with the emails mentioned above are hereinafter referred to as the “Application”.

Exemption Order in the matter of Ratnamani Metals and Tubes Limited

3. The Acquirer Trust, vide its Application, has submitted the following:

A. The issued, subscribed and fully paid up equity share capital of the Target Company is Rs.14,01,84,000/- comprising 7,00,92,000 equity shares of face value of Rs. 2/- each. The shareholding pattern of the Target Company, as on the date of application, was as under:

Particulars No. of Shares % shareholding Total promoter and promoter group 4,18,95,320 59.77% holding 2,81,96,680 40.23% Public 7,00,92,000 100% Total

B. The Acquirer Trust intends to acquire 3,65,62,649 equity shares belonging to the promoters and the promoter group by way of gift, representing 52.16% of total shares of the Target Company. C. Upon the completion of the above-mentioned acquisition, the Acquirer Trust would be able to directly exercise rights over shares constituting 52.16% of the share capital of the Target Company. D. Pursuant to the proposed acquisition of shares and voting rights, the Acquirer Trust shall directly exercise control over the Target Company. E. 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 would be as under: Sr. Name Pre-Acquisition Post-Acquisition No. Shares % Shares % A. Promoter & Promoter Group A1. Indian Individuals/Hindu undivided Family 1 M. N. Sanghvi Family 0.00 0.00% 3,65,62,649 52.16% Trust 2 Prakash M. Sanghvi & 98,32,606 14.03% 0.00 0.00% Reshmi Sanghvi

3 Reshmidevi P. 23,45,625 3.35% 0.00 0.00% Sanghvi & Prakash Mishrimal Sanghvi & Jayantilal Mishrimal Sanghvi 4 Manoj P. Sanghvi & 14,12,899 2.02% 0.00 0.00% Dimple M. Sanghvi & Jayanti M. Sanghvi 5 Dimple Manoj Sanghvi 3,18,750 0.45% 0.00 0.00% & Manoj Prakash Sanghvi & Jayanti M. Sanghvi 6 Nilesh Prakash 13,71,332 1.96% 0.00 0.00% Sanghvi & Prakash Mishrimal Sanghvi & Jayanti M. Sanghvi 7 Sheetal Nilesh 37,500 0.05% 0.00 0.00% Sanghvi 8 Jigar Prakash Sanghvi 11,34,480 1.62% 0.00 0.00% & Prakash Mishrimal Sanghvi & Jayanti M. Sanghvi 9 Sanghvi Prakashmal 23,99,702 3.42% 23,99,702 3.42% Mishrimal (HUF) 10 Jayantilal Mishrimal 49,19,761 7.02% 0.00 0.00% Sanghvi & Shobhnadevi Jayantilal Sanghvi & Prakash M. Sanghvi 11 Shobhnadevi 6,84,622 0.98% 0.00 0.00% Jayantilal Sanghvi & Jayantilal Sanghvi & Prakash M. Sanghvi 12 Prashant J. Sanghvi & 11,65,110 1.66% 0.00 0.00% Sarika Prashant Sanghvi & Prakash M. Sanghvi 13 Sarika Prashant 1,77,411 0.48% 0.00 0.00% Sanghvi & Prashant J. Sanghvi & Prakash M. Sanghvi 14 Jayantilal M. Sanghvi 10,13,207 1.45% 10,13,207 1.45% (HUF) 15 Shantilal Mishrimal 30,27,770 4.32% 0.00 0.00% Sanghvi & Shashi Shantilal Sanghvi & Prakash M. Sanghvi 16 Shashi Shantilal 12,57,375 1.79% 0.00 0.00% Sanghvi & Shantilal Mishrimal Sanghvi & Prakash M. Sanghvi

17 Yash Shantilal 4,68,000 0.67% 0.00 0.00% Sanghvi & Shantilal Mishrimal Sanghvi & Prakash M. Sanghvi 18 Sanghvi Shantilal 6,93,247 0.99% 6,93,247 0.99% Mishrimal (HUF) 19 Pawan Kumar 22,42,775 3.20% 0.00 0.00% Mishrimalji Sanghavi & Vimla P. Sanghvi & Prakash M. Sanghvi 20 Vimla Pawan Sanghvi 16,39,747 2.34% 0.00 0.00% & Pawan Mishrimal Sanghvi & Prakash M. Sanghvi 21 Ravi Pawan Sanghvi & 8,70,622 1.24% 0.00 0.00% Pawan Mishrimal Sanghvi & Prakash M. Sanghvi 22 Sanghvi Pawankumar 6,93,247 0.99% 6,93,247 0.99% Mishrimal (HUF) 23 Late Chunilal M. 9,73,687 1.39% 2,66,634 0.38% Sanghvi & Arunaben C. Sanghvi & Prakash M. Sanghvi 24 Arunaben C. Sanghvi& 2,21,182 0.32% 0.00 0.00% Chunilal M. Sanghvi & Prakash M. Sanghvi 25 Mahendra C. Sanghvi 2,13,375 0.30% 0.00 0.00% & Usha M. Sanghvi & Prakash M. Sanghvi 26 Vijay C. Sanghvi & 2,29,590 0.33% 0.00 0.00% Sanghvi Chandra & Prakash M. Sanghvi 27 Sanghvi Chandra Vijay 29,687 0.04% 0.00 0.00% & Vijay Chunilal Sanghvi & Prakash Mishrimal Sanghvi 28 Usha M. Sanghvi & 3,89,745 0.56% 0.00 0.00% Mahendra C. Sanghvi & Prakash M. Sanghvi 29 Rishabh M. Sanghvi & 37,500 0.05% 0.00 0.00% Mahendra C. Sanghvi & Prakash M. Sanghvi 30 Babulal M. Sanghvi & 3,75,153 0.54% 2,66,634 0.38% Shantaben B. Sanghvi & Prakash M. Sanghvi

31 Shantaben Babulal 9,62,758 1.37% 0.00 0.00% Sanghvi & Babulal M. Sanghvi & Prakash Mishrimal Sanghvi 32 Jitendra Babulal 5,36,899 0.77% 0.00 0.00% Sanghvi & Babulal M. Sanghvi & Prakash M. Sanghvi 33 Pinky Jitendra Sanghvi 2,19,956 0.31% 0.00 0.00% & Jitendra B. Sanghvi & Prakash M. Sanghvi A2. Foreign 0.00 Total (A=A1+A2) 4,18,95,320 59.77 4,18,95,320 59.77 B. Public 2,81,96,680 40.23 2,81,96,680 40.23 Total (A+B) 7,00,92,000 100.00 7,00,92,000 100.00

F. The details of the aforementioned Acquirer Trust are as follows –  Minakshi Rajendra Kumar Mehta is the Settlor of the Trust.  Mr. Prakash M. Sanghvi, Mr. Jayanti M. Sanghvi, Mr. Shanti M. Sanghvi, Mr. Pawan Kumar M. Sanghvi, Late Mr. Chunilal M. Sanghvi, and Mr. Babulal M. Sanghvi are the Trustees of the Trust.  The details of transferors and the Beneficiaries of the Acquirer Trust and relationship is as follows –

Name of transferors Whether a Beneficiaries & Relationship Remarks part of promoter and promoter group Prakash Mishrimal Yes Prakash Mishrimal Sanghvi – Self The Beneficiaries Sanghvi are individual Rashmi Prakashmal Yes promoters or Rashmi Prakashmal Sanghvi - Spouse immediate Sanghvi of Prakash Mishrimal Sanghvi relatives/ Manoj Prakash Yes Mano j Prakash Sanghvi - Son of lineal descendants Sanghvi Prakash Mishrimal Sanghvi of the Dimple Manoj Yes Dimple Manoj Sanghvi - Spouse of Promoters/ Manoj Prakash Sanghvi (daughter in Transferors. Sanghvi law of Prakash Mishrimal Sanghvi)

Nilesh Prakash Yes Nilesh Prakash Sanghvi - Son of Prakash Mishrimal Sanghvi Sanghvi Shital Nilesh Sanghvi Yes Shital Nilesh Sanghvi - Spouse of Nilesh Prakash Sanghvi (daughter in law of Prakash Mishrimal Sanghvi) Jigar Prakash Yes Jigar Prakash Sanghvi - Son of Sanghvi Prakash Mishrimal Sanghvi

Jayanti Mishrimal Yes Jayanti Mishrimal Sanghvi - Self Sanghvi Sobhnadevi Yes Sobhnadevi Jayantilal Sanghvi - Jayantilal Sanghvi Spouse of Jayanti Mishrimal Sanghvi Prashant Jayantilal Yes Prashant Jayantilal Sanghvi - Son of Sanghvi Jayanti Mishrimal Sanghvi Sarika Prashant Yes Sarika Prashant Sanghvi - Spouse of Sanghvi Prashant Jayantilal Sanghvi (daughter in law of Jayanti Mishrimal Sanghvi )

Shantilal Mishrimal Yes Shantilal Mishrimal Sanghvi - Self Sanghvi Shashi Shantilal Yes Shashi Shantilal Sanghvi - Spouse of Shantilal Mishrimal Sanghvi Sanghvi Yashkumar Shantilal Yes Yashkumar Shantilal Sanghvi - Son Sanghvi of Shantilal Mishrimal Sanghvi

Pawan kumar Yes Pawan kumar Mishrimal Sanghavi - Self Mishrimal Sanghavi Vimlaben Yes Vimlaben Pavankumar Sanghvi - Pavankumar Spouse of Pawan kumar Mishrimal Sanghavi Sanghvi Ravi Pawan Sanghvi Yes Ravi Pawan Sanghvi - Son of Pawan kumar Mishrimal Sanghavi Shilpa Ravi Sanghvi – Spouse of Ravi Sanghvi (daughter in law of Pawan kumar Mishrimal Sanghavi )

Chunilal Mishrimal Yes Chunilal Mishrimal Sanghvi – Self Sanghvi Arunaben Chunilal Yes Arunaben Chunilal Sanghvi - Spouse of Chunilal Mishrimal Sanghvi Sanghvi Mahendra Chunilal Yes Mahendra Chunilal Sanghvi - Son of Chunilal Mishrimal Sanghvi Sanghvi Usha Mahendra Yes Usha Mahendra Sanghvi - Spouse of Mahendra C Sanghvi (daughter in law Sanghvi of Chunilal Mishrimal Sanghvi) Rishabh M Sanghvi Yes Rishabh M Sanghvi - Son of Mahendra C Sanghvi Vidit Mahendrakumar Sanghvi – Son of Mahendra C Sanghvi Vijay Chunilal Yes Vijay Chunilal Sanghvi - Son of Chunilal Mishrimal Sanghvi Sanghvi Chandra Vijay Yes Chandra Vijay Sanghvi - Spouse of Vijay C Sanghvi (daughter in law of Sanghvi Chunilal Mishrimal Sanghvi)

Babulal Mishrimal Yes Babulal Mishrimal Sanghvi – Self Sanghvi Shantaben Babulal Yes Shantaben Babulal Sanghvi - Spouse of Babulal Mishrimal Sanghvi Sanghvi Jitendra Babulal Yes Jitendra Babulal Sanghvi - Son of Babulal Mishrimal Sanghvi Sanghvi Pinky Jitendra Yes Pinky Jitendra Sanghvi - Spouse of Jitendra B Sanghvi (daughter in law of Sanghvi Babulal Mishrimal Sanghvi)

G. Further, vide the Application, the Acquirer Trust has, inter alia, provided the following grounds for seeking exemption: i. Acquirer Trust is a private family trust set up, inter alia, for the purposes of providing a suitable succession planning structure for ensuring seamless intergenerational transfer of trust funds amongst the family members who have been identified as Beneficiaries.

ii. The proposed transfer is only in nature of inter se transfer of shares within the promoter/promoter group, with no change in overall promoter/promoter group shareholding in Target Company. iii. Acquirer Trust was set up by the promoters of the Target Company and would fall within the definition of “Promoter Group” under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 as the present Trustees and Beneficiaries of the Acquirer Trust are family members of the Promoters and their bloodline descendants. Therefore, the Acquirer Trust would be regarded as a person deemed to be acting in concert with the promoters of the Target Company in terms of Regulation 2(1)(q)(2) of Takeover Regulations, 2011. iv. Trust Deed of Acquirer Trust, inter alia, provides that the Trustees of Acquirer Trust shall only be individuals and immediate relatives or lineal descendants of the Trustees and/ or Beneficiaries. v. Proposed acquisition would neither result in any increase or decrease in shareholding of promoter group nor would it result in change in control and management of Target Company. vi. Proposed acquisitions are only a part of the internal transfer of holding of the promoter/ promoter group in the Target Company to the Trust which is not resulting into any change in the shareholding even within the promoter group and is non-commercial in nature, which will not cause any prejudice to public shareholders of Target Company. vii. Proposed acquisition is intended to streamline succession and welfare of members of the Acquirer Trust. Moreover, the members of M.N Sanghvi family are the only Beneficiaries of the Acquirer Trust. viii. Proposed acquisition would not have any adverse impact on the Target Company or the wider securities market in India and is not expected to cause any appreciable adverse effect on price of shares of Target Company. H. The Applicant also informed that one of the Trustees, Mr. Chunilal M. Sanghvi passed away on June 05, 2024. Upon his death, the shares of the Target Company held by him would get transmitted to the surviving joint holders, i.e., Mrs. Arunaben Sanghvi, Spouse and Mr. Prakash Sanghvi, Brother.

Consideration

4. Before I proceed with my consideration, I deem it fit to draw reference to the provisions of regulations 3(1) and 4 of the Takeover Regulations, 2011, which state 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.”

5. 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 acquisition of 3,65,62,649 equity shares representing 52.16% of capital of Target Company by the Acquirer Trust. As discussed above, the proposed acquisition will lead to the direct acquisition of control of the Target Company by the Acquirer Trust and will attract the provisions of regulations 3 and 4 of the Takeover Regulations, 2011. (b) The proposed acquisition is intended to streamline succession and promote welfare of Agarwal Family. The proposed acquisition will be a non-commercial transaction which will not affect or prejudice the interests of the public shareholders of the Target Company. (c) There will be no change in the control and management of the Target Company pursuant to the proposed acquisition, as stipulated under the SEBI Circular dated December 22, 2017. (d) The pre and post–acquisition shareholding of the promoters and promoter group in the Target Company will remain the same.

(e) There will also be no change in the public shareholding of the Target Company. (f) The Target Company shall continue to be in compliance with the minimum public shareholding requirements under the Securities Contracts Regulation Rules, 1957 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (g) The Acquirer Trust, vide its Application, has confirmed compliance with the following conditions outlined in the Schedule to the SEBI Circular dated December 22, 2017, as applicable to the Acquirer Trust: i. The 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 Trust. iii. The beneficial interest of the beneficiaries of the 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 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 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 Trust. ix. The 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 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. x. The Trust 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. xi.

The proposed acquisition is 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 case of the 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. 6. Vide joint affidavit dated July 22, 2024 filed by the Spouse, Brother and the lineal descendants of Late Chunilal M Sanghvi, it was further undertaken that the transmission of shares of the Target Company held by Late Chunilal M Sanghvi and the gift to his lineal descendants, would get completed within 2 months from the date of this Order. 7. 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 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 SEBI Act, 1992 and Regulation 11(5) of the Takeover Regulations 2011, hereby grant exemption to the M. N. Sanghvi Family Trust from requiring to comply with the requirements of regulations 3 and 4 of the Takeover Regulations, 2011 with respect to the proposed acquisition in the Target Company, by way of proposed transaction/s 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 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 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 the SEBI Circular dated December 22, 2017. (e) The Acquirer Trust shall also ensure that the covenants in the Trust Deed are not contrary to the above conditions and undertakings. In such case, the Trust Deed 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 and 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 exemption granted in this Order from making an open offer in respect of the proposed acquisitions shall remain valid for a period of 1 year from the date of this Order and the Acquirer shall complete the implementation of the proposed acquisitions within such period, failing which the granted exemption shall lapse and cease to exist. 12. The Application filed by M. N. Sanghvi Family Trust, accordingly stands disposed of.

Place: MUMBAI ASHWANI BHATIA Date: OCTOBER 21, 2024 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA