Description

SEBI grants exemption from open offer obligations under SAST Regulations for acquisition of shares by AKS Family Trust from promoters of Premier Explosives Limited.

Summary

SEBI issued an exemption order under Section 11 of the SEBI Act, 1992 and Regulation 11(5) of SAST Regulations, 2011 in the matter of proposed acquisition of shares in Premier Explosives Limited by AKS Family Trust. The order pertains to the transfer of promoter shareholding from Mr. Amarnath Gupta (30.48% holding - 1,63,84,400 shares) and Ms. Kailash Gupta (10.86% holding - 58,37,335 shares) to AKS Family Trust, an irrevocable discretionary private trust. The exemption relieves the Acquirer Trust from making a mandatory open offer to public shareholders.

Key Points

  • Premier Explosives Limited is listed on BSE and NSE with total issued capital of 5,37,61,195 equity shares of INR 2/- each
  • Total promoter holding being transferred: 2,22,21,735 shares representing 41.33% of total shareholding
  • AKS Family Trust established on September 29, 2025 under Indian Trusts Act, 1882 as irrevocable, discretionary, private trust
  • Trustees: Ms. Kailash Gupta and Ms. Shonika Prasad (daughter)
  • Beneficiaries: Ms. Shonika Prasad, Ms. Mahek Prasad (granddaughter), Mr. Shaurya Prasad (grandson) - all lineal descendants of transferors
  • Application filed on October 29, 2025 with supplementary email on December 15, 2025
  • Exemption sought from Regulation 3(1) read with Regulation 4 of SAST Regulations, 2011

Regulatory Changes

No regulatory changes. This is a company-specific exemption order granted under existing SAST Regulations framework.

Compliance Requirements

  • The Acquirer Trust must comply with any conditions specified in the full exemption order
  • Transfer must be executed as per the terms disclosed in the application
  • All disclosure requirements under applicable SEBI regulations must be fulfilled
  • Promoter classification and disclosure obligations continue to apply post-transfer

Important Dates

  • Trust Deed Registration: September 29, 2025
  • Application Filed: October 29, 2025
  • Supplementary Submission: December 15, 2025
  • Order Date: January 8, 2026

Impact Assessment

Market Impact: Minimal. This is an inter-family transfer to a trust structure with no change in effective control. Public shareholding (58.67%) remains unchanged.

Operational Impact: The transfer represents estate planning and succession structuring within the promoter family. No impact on company operations or management.

Investor Impact: No mandatory open offer required, so no exit opportunity or pricing implications for public shareholders. The trust structure provides continuity of promoter holding through generations.

Control Structure: Effective control remains with the same family members through trustee and beneficiary arrangements. The irrevocable discretionary nature provides flexibility in wealth distribution among lineal descendants.

Impact Justification

Company-specific exemption order for inter-family transfer to trust structure. Limited market impact as shares remain within promoter group.