Order under Regulation 11 of SEBI (SAST) Regulations, 2011 in the matter of Astral Ltd.

WTM/ASB/CFD/ 7 /2023-24 SECURITIES AND EXCHANGE BOARD OF INDIA ORDER 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 ASTRAL LIMITED PROPOSED 1. SANDEEP ENGINEER PRIVATE TRUST ACQUIRER(S) 2. JAGRUTI ENGINEER PRIVATE TRUST

Background – 1. Astral Limited (for convenience “Target Company”) is a company incorporated under the provisions of Companies Act, 2013 on March 25, 1996. Its registered office is at Astral House, 207/1, B/h Rajpath Club, Off. S. G. Highway, Ahmedabad, Gujarat, 380059. The equity shares of the Target Company are listed on the BSE Ltd. (“BSE”) and National Stock Exchange of India Ltd. (“NSE”). 2. Two Applications dated December 25, 2023, have been received from Sandeep Engineer Private Trust (“Acquirer Trust 1” or ”SEPT”) and Jagruti Engineer Private Trust (“Acquirer Trust 2” or “JEPT”) (collectively known as “Acquirer Trusts / Proposed Acquirers / Applicants”), respectively, along with e-mail dated January 02, 2024, seeking exemption from the applicability of Regulation 3 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (for convenience “Takeover Regulations, 2011”) in the matter of proposed direct acquisition of shares in the Target Company. The above-mentioned applications, along with the emails mentioned above, is hereinafter referred to as the Application. 3. Acquirer Trusts vide their Application have submitted the following:

Exemption Order in the matter of Astral Limited (a) The issued, subscribed and paid up Equity Share Capital of the Target Company is INR 26,86,11,572 /- divided into 26,86,11,572 equity shares of INR 1/- each. The Target Company has public shareholding of 44.15% and non-public shareholding of 55.85% (held by the promoters and the promoter group). As on the date of Application, the shareholding pattern of Target Company (disclosed on BSE as on September 30, 2023) is as follows: Percentage of S. No. Name of shareholder Shareholding (%) 1. Ms. Jagruti Sandeep Engineer 7.56 2. Mr. Sandeep Pravinbhai Engineer 31.58 3. Kairav Chemicals Limited 6.88 4. Saumya Polymers LLP 9.83 Total Promoters’ Shareholding 55.85 6 Public Shareholding 44.15 Total Shareholding 100.00 (b) The Acquirer Trusts have been set up as private family trusts inter alia for ensuring a suitable succession plan for the family members of Mr. Sandeep Pravinbhai Engineer and Ms. Jagruti Sandeep Engineer. (c) The Settlor of the Acquirer Trust 1 i.e. Mr. Sandeep Pravinbhai Engineer and Settlor of Acquirer Trust 2 i.e. Jagruti Sandeep Engineer (collectively referred to as “transferors”), propose to transfer 8,48,17,218 (31.58%) shares and 2,03,18,688 (7.56%) shares, respectively, of the Target Company which are held by them, by way of settlement to Acquirer Trust 1 and Acquirer Trust 2, respectively. The transferors i.e. Mr. Sandeep Pravinbhai Engineer and Ms. Jagruti Sandeep Engineer, are part of the ‘Promoter and Promoter Group’ of the Target Company and collectively hold a total of 39.14% equity shares in the Target Company. The Trustees and beneficiaries of the Acquirer Trusts are the family members of the Settlor. The transaction is portrayed as below: Sandeep Pravinbhai Sandeep Engineer Private Trust 31.58% Engineer (SEPT)

Jagruti Sandeep 7.56% Jagruti Engineer Private Trust (JEPT) Engineer (d) The aforesaid transactions would trigger Regulation 3 (1) of the Takeover Regulations, 2011. (e) The Settlors, Trustees and beneficiaries of the aforementioned Acquirer Trusts are as under: Sandeep Engineer Private Trust (Acquirer Trust 1) Status Name Relationship Husband of Ms. Jagruti Sandeep Mr. Sandeep Pravinbhai Engineer. Father of Mr. Kairav Sandeep Settlor Engineer Engineer and Mr. Saumya Sandeep Engineer. 1. Ms. Jagruti Sandeep Spouse of Mr. Sandeep Pravinbhai Trustees Engineer Engineer. 1. Ms. Jagruti Sandeep Spouse of Mr. Sandeep Pravinbhai Engineer Engineer. 2. Mr. Kairav Sandeep Engineer Sons of Mr. Sandeep Pravinbhai 3. Mr. Saumya Sandeep Engineer. Engineer 4. Master Kahaan Kairav Beneficiaries Engineer Grandsons of Mr. Sandeep Pravinbhai 5. Master Shaan Kairav Engineer. Engineer 6. Ms. Aahana Saumya Granddaughter of Mr. Sandeep Engineer Pravinbhai Engineer. 7. Any Lineal Descendants Lineal Descendants. of the Settlor

Jagruti Engineer Private Trust (Acquirer Trust 2) Status Name Relationship Wife of Mr. Sandeep Pravinbhai Ms. Jagruti Sandeep Engineer. Mother of Mr. Kairav Sandeep Settlor Engineer Engineer and Mr. Saumya Sandeep Engineer 1. Mr. Sandeep Pravinbhai Trustees Spouse of Ms. Jagruti Sandeep Engineer Engineer 1. Mr. Sandeep Pravinbhai Spouse of Ms. Jagruti Sandeep Engineer Engineer Beneficiaries 2. Mr. Kairav Sandeep Sons of Ms. Jagruti Sandeep Engineer Engineer

3. Mr. Saumya Sandeep Engineer 4. Master Kahaan Kairav Engineer Grandsons of Mr. Sandeep Pravinbhai 5. Master Shaan Kairav Engineer Engineer 6. Ms. Aahana Saumya Granddaughter of Mr. Sandeep Engineer Pravinbhai Engineer 7. Any Lineal Descendants Lineal Descendants of the Settlor 4. Further, vide the Application and subsequent communications, the Applicants have inter-alia provided the following grounds for seeking exemption: (a) The Acquirer Trusts are private family trust set up inter alia for the purposes of providing a suitable succession planning structure for ensuring seamless intergenerational transfer of the trust funds amongst the family members who have been identified as Beneficiaries. (b) The Trust Deed of the Acquirer Trusts inter-alia provides that the trustees of the Acquirer Trusts shall only be individuals and immediate relatives or lineal descendants of the Trustees and/or Beneficiaries. (c) The proposed acquisition would neither result in any increase or decrease in the shareholding of the promoter group, nor would it result in change in control and management of the Target Company. CONSIDERATION 5. Before I proceed with my consideration, I find it appropriate to quote the relevant regulatory provisions of Takeover Regulations, 2011, for facility of reference: 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. 6. I have considered the Application submitted by the Acquirer Trusts 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 acquisition of shares and voting rights in the Target Company i.e. Astral Limited. The proposed acquisition as detailed above, which is to be undertaken by the Acquirer Trusts, will attract the provisions of Regulation 3 (1) of the Takeover Regulations, 2011. (b) Pursuant to the proposed acquisition, the Acquirer Trusts would collectively hold 39.14% shares in the Target Company (currently being held by the transferors, who are part of the promoter and promoter group of the Target Company). (c) The proposed acquisition is intended to streamline succession and promote welfare of the family of Mr. Sandeep Pravinbhai Engineer and Ms. Jagruti Sandeep Engineer. The proposed direct acquisition would be non-commercial transaction which would not affect or prejudice the interests of the public shareholders of the Target Company in any manner. (d) There will be no change in control of the Target Company pursuant to the proposed acquisition. (e) The pre–acquisition and post–acquisition shareholding of the promoter and promoter group in the Target Company will remain the same. The shareholding pattern is produced below for reference: Shareholding before the After the proposed Particulars Proposed transaction proposed acquisition acquisition No. of No. of % % holding No. of shares % holding shares shares holding Promoters & Promoter group other than Acquirer(s) Jagruti 2,03,18,688 7.56 -2,03,18,688 -7.56 - - Sandeep Engineer Sandeep 8,48,17,218 31.58 -8,48,17,218 -31.58 - - Engineer Other than 4,48,75,997 16.71 - - 4,48,75,997 16.71 above# Acquirers and PAC Jagruti 2,03,18,688 7.56 2,03,18,688 7.56 - - Engineer Private Trust Sandeep - - 8,48,17,218 31.58 8,48,17,218 31.58 Engineer Private Trust

Public Public 11,85,99,669 44.15 - - 11,85,99,669 44.15 Shareholding Total 26,86,11,572 100.00 - - 26,86,11,572 100.00 # 4,48,75,997 (16.71%) shares held by Kairav Chemicals Limited and Saumya Polymers LLP, who are promoters of the Target Company.

(f) The shareholding pattern of the promoter group before and after the proposed acquisition by the Acquirer Trusts, as mentioned in the Application as well as subsequent correspondences, is given in a diagrammatic representation below: Pre-transfer Post-transfer Jagruti Engineer: 7.56% JEPT: 7.56% Sandeep Engineer: 31.58% SEPT: 31.58% Shareholding pattern Shareholding pattern

Jagruti Engineer: 7.56% JEPT: 7.56% Sandeep Engineer: 31.58% SEPT: 31.58% Other promoters: 16.71% Other promoters: 16.71% Promoters: 55.85% Promoters: 55.85% Non-promoters: 44.15% Non-promoters: 44.15% Total: 100% Total: 100% (g) The overall shareholding of the promoter group in the Target Company after the proposed transaction would remain unchanged at 55.85%. However, the increase in the shareholding of the Applicants from their existing shareholding in the Target Company is beyond the threshold limit(s) mentioned under Regulation 3 (1) of the Takeover Regulations, 2011 and therefore, the Application have been filed for seeking exemption for the proposed transaction. (h) There will also be no change in the public shareholding of the Target Company. (i) 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. 7. The Acquirer Trusts, vide the Application have confirmed compliance with the following Guidelines outlined in the Schedule to the SEBI Circular dated December 22, 2017:

(a) The Acquirer 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 of the Acquirer Trusts. (c) The beneficial interest of the beneficiaries of the Acquirer Trusts 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 Trusts, the assets will be distributed only to the beneficiaries of the 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 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 Acquirer Trusts. (i) 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. (j) The Acquirer 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 the proposed acquisition. (m) There is no layering in terms of trustees / beneficiaries in case of the Acquirer Trusts. (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. 8. 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 Acquirers, subject to certain conditions as ordered herein below. ORDER 9. 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 Proposed Acquirers, viz. Sandeep Engineer Private Trust and Jagruti Engineer Private Trust, from complying with the requirements of Regulation 3 (1) of the Takeover Regulations, 2011 with respect to the proposed direct acquisition in the Target Company, viz. Astral Limited, by way of proposed transaction as mentioned in the Application. 10. The exemption so granted is subject to the following conditions: (o) The proposed acquisitions shall be in accordance with the relevant provisions of the Companies Act, 2013 and other applicable laws. (p) On completion of the proposed acquisition, the Proposed Acquirers shall file a report with SEBI within a period of 21 days from the date of such acquisition, as provided in the Takeover Regulations, 2011. (q) The statements / averments made or facts and figures mentioned in the Application and other submissions by the Proposed Acquirers are true and correct.

(r) The Proposed Acquirers shall ensure compliance with the statements, disclosures and undertakings made in the Application. The Proposed Acquirers shall also ensure compliance with the provisions of the SEBI Circular dated December 22, 2017. (s) The Proposed Acquirers shall also ensure that the covenants in the Trust Deeds are not contrary to the above conditions and undertaking provided by the transferor. In such case, the Trust Deeds 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 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. 12. The exemption granted in this Order (at paragraph 9) from making an open offer in respect of the Proposed Acquisition shall remain valid for a period of 1 year from the date of this Order and the Applicants shall complete the implementation of the Proposed Acquisition within such period, failing which the granted exemption shall lapse and cease to exist. 13. The Applications dated December 25, 2023 read with other submissions filed by Sandeep Engineer Private Trust and Jagruti Engineer Private Trust, is accordingly disposed of.

Place: Mumbai ASHWANI BHATIA Date: January 23, 2024 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA