Aditya Ultra Steel Limited’s board has approved a scheme of amalgamation with VMS TMT Limited to consolidate their manufacturing operations under the Kamdhenu brand. The merger, approved on June 27, 2026, aims to unify business operations across Gujarat and eliminate territorial fragmentation. The proposed transaction will combine the distribution networks of both entities, creating a more extensive market reach for their Thermo-Mechanically Treated (TMT) bars.

The scheme is subject to approvals from the Securities and Exchange Board of India (SEBI), the National Company Law Tribunal (NCLT), BSE Limited, and the National Stock Exchange of India Limited. Shareholders and creditors must also grant their consent under applicable laws. The share exchange ratio has been determined based on a valuation report by a registered valuer and a fairness opinion by a SEBI-registered merchant banker.

Under the terms of the amalgamation, shareholders of Aditya Ultra Steel will receive 75 equity shares of VMS TMT Limited, each with a face value of ₹10, for every 100 equity shares held. Upon the scheme becoming effective, Aditya Ultra Steel will be dissolved without being wound up, and its equity shares will be extinguished.

The merger rationale includes achieving economies of scale, optimizing working capital, and strengthening the balance sheet of the combined entity. VMS TMT operates a facility in Ahmedabad with an annual installed capacity of 200,000 tonnes, while Aditya Ultra Steel operates a facility in Rajkot with a capacity of 108,000 tonnes per annum. The consolidation is expected to improve procurement, production, and logistics efficiencies.

Financial data for the twelve months ended March 31, 2026, shows Aditya Ultra Steel reported total assets of INR 19,297.46 lakhs and a turnover of INR 40,989.92 lakhs. VMS TMT recorded total assets of INR 51,941.16 lakhs and a turnover of INR 84,019.95 lakhs for the same period. The transaction does not fall under related party transactions, and the consideration will be discharged at arm’s length.

Financial and Shareholding Details

The shareholding pattern of VMS TMT will change post-scheme, with promoters holding 67.61% and the public holding 32.39%. Aditya Ultra Steel’s current shareholding stands at 68.76% for promoters and 31.24% for the public.

Aditya Ultra Steel Limited reported a 56.9% decline in net profit to ₹402.16 lakh for the year ended March 31, 2026, as revenue from operations fell 30.7% to ₹40,557.04 lakh. The company’s board approved the audited standalone financial results for the half year and year ended March 31, 2026, during a meeting held on May 28, 2026.

For the full year, total revenue stood at ₹40,989.92 lakh, a decrease from ₹58,574.82 lakh in the previous year. Total expenses for FY26 were ₹40,474.42 lakh, lower than ₹57,465.89 lakh in FY25. Profit before tax for the year was ₹515.51 lakh, compared to ₹1,108.93 lakh in the prior year.

The statutory auditor, S N D K & Associates LLP, provided an unmodified opinion on the financial results. The auditor's report included an emphasis of matter noting that the company raised ₹4,181.00 lakhs through a public offer and utilized these funds for the purposes stated in the prospectus dated September 11, 2024.

Utilization of IPO Proceeds

The company provided a certificate confirming the utilization of funds raised from its Initial Public Offer till March 31, 2026. The total net amount raised was ₹4,181.00 lakhs.

The unutilized amount of ₹58.00 lakh for capital expenditure is pending payment for a solar plant. The company confirmed there was no deviation in the utilization of proceeds from the IPO.

Financial Position

The company’s total assets as of March 31, 2026, stood at ₹19,297.46 lakh, slightly down from ₹19,707.13 lakh in the previous year. Shareholders' funds increased to ₹10,333.20 lakh from ₹9,958.34 lakh. Cash and cash equivalents decreased significantly to ₹136.93 lakh from ₹1,388.56 lakh in the prior year.

The board also approved the re-appointment of the secretarial auditor, internal auditor, and cost auditor for the financial year 2026-27. The meeting commenced at 3.00 P.M. and concluded at 3.30 P.M.