Description

SEBI grants exemption to Neterwala Family Trust from open offer obligations under SAST Regulations 2011 for proposed indirect acquisition of shares and control in Uni Abex Alloy Products Limited listed on BSE.

Summary

SEBI has issued an exemption order under Section 11(1) and Section 11(2)(h) of the SEBI Act, 1992 read with Regulation 11(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations). The order exempts Neterwala Family Trust (Acquirer/Applicant) from the mandatory open offer obligations triggered by the proposed indirect acquisition of shares and voting rights in Uni Abex Alloy Products Limited (Target Company).

Key Points

  • Neterwala Family Trust filed an application dated June 30, 2025, seeking exemption from Regulation 3(1) and Regulation 5 read with Regulation 4 of SAST Regulations 2011
  • The Target Company, Uni Abex Alloy Products Limited, is incorporated under the Companies Act 1956 with registered office in Mumbai and is listed on BSE
  • Total issued and paid-up equity share capital is INR 1,97,50,000 divided into 19,75,000 equity shares of INR 10 each
  • Promoter and Promoter Group collectively hold 12,56,782 shares representing 63.63% of the Target Company
  • Key promoter group entities: Chemicals and Ferro Alloys Private Limited (CFA) holds 4,31,550 shares (21.85%) and Unitel Finance and Investments Private Limited (Unitel) holds 8,17,500 shares (41.39%)
  • Feroze D. Neterwala holds 4,802 shares (0.24%) as partner of S.D.N. Company (Partnership Firm)
  • Public shareholders hold 7,18,218 shares representing 36.37%
  • The acquisition is indirect in nature, routed through the Acquirer Trust’s interest in the promoter group entities

Regulatory Changes

No broad regulatory changes are introduced. This is a case-specific exemption order issued under the discretionary powers of SEBI under Regulation 11(5) of the SAST Regulations, 2011, which permits SEBI to exempt acquirers from open offer obligations in specific circumstances.

Compliance Requirements

  • Neterwala Family Trust, as the Acquirer, is exempted from making a public announcement for an open offer under Regulation 3(1) and Regulation 5 read with Regulation 4 of SAST Regulations 2011
  • The exemption is specific to the proposed indirect acquisition described in the application and related correspondence
  • Compliance with all other applicable provisions of SAST Regulations and SEBI Act remains mandatory
  • Any material deviation from the proposed acquisition structure may require fresh regulatory consideration

Important Dates

  • June 30, 2025: Original application filed by Neterwala Family Trust
  • August 07, 2025: Supplementary email submitted
  • September 01, 2025: Supplementary email submitted
  • October 31, 2025: Supplementary email submitted
  • December 19, 2025: Supplementary email submitted
  • January 31, 2026: Supplementary email submitted
  • February 06, 2026: Supplementary email submitted
  • March 11, 2026: Final supplementary email submitted
  • March 2026: Order issued (WTM/KCV/CFD/02/2026-27)

Impact Assessment

The impact of this order is limited to the shareholders of Uni Abex Alloy Products Limited. By granting exemption from the open offer requirement, existing public shareholders (holding 36.37%) will not receive a mandatory exit opportunity at a regulated price as would otherwise be required under SAST Regulations. The exemption implies SEBI was satisfied that the indirect acquisition does not adversely affect the interests of minority shareholders. Broader market impact is negligible given the company’s small size (paid-up capital of ~INR 1.97 crore). The order reinforces SEBI’s discretionary powers to grant exemptions from takeover code obligations on a case-by-case basis.

Impact Justification

Company-specific exemption order for a small-cap BSE-listed company; limited broader market impact. Relevant primarily to existing shareholders of Uni Abex Alloy Products Ltd.