Neterwala Trust seeks SEBI exemption for Uni Abex Alloy acquisition

This order concerns an application by the Neterwala Family Trust to SEBI for an exemption from mandatory open offer requirements under the SAST Regulations, 2011, regarding the proposed indirect acquisition of control in Uni Abex Alloy Products Limited.

Who it concerns: Neterwala Family Trust (Applicant/Acquirer), Uni Abex Alloy Products Limited (Target Company), Feroze D. Neterwala (Transferor/Settlor), Chemicals and Ferro Alloys Private Limited (CFA), Unitel Finance and Investments Private Limited (Unitel), and S.D.N Company (Partnership Firm).

What SEBI found or ordered

• Application filed on June 30, 2025, seeking exemption from sub-regulation (1) of regulation 3 and regulation 5 read with regulation 4 of the SAST Regulations, 2011.
• Proposed transfer of 96.09% shares in CFA (holding 21.85% of Target Company) from Feroze D. Neterwala to the Neterwala Family Trust.
• The transfer is intended to be made without any consideration.
• The acquisition results in the Trust indirectly acquiring control over 63.48% of the Target Company's equity shares (via CFA, Unitel, and S.D.N Company).
• Applicant argues the transaction is a non-commercial internal family reorganization for succession planning with no change in public shareholding or management.

Also in the document

• The document provided is truncated and contains only the background, details of the proposed acquisition, and grounds for seeking exemption; it does not contain SEBI's final decision, findings, or the actual exemption order.
• The transaction involves a complex chain of indirect holdings through a private limited company (CFA), a partnership firm (S.D.N Company), and another private limited company (Unitel).
• The total equity share capital of the Target Company is INR 1,97,50,000/- divided into 19,75,000 shares.