Godawari Power and Ispat Limited has informed stock exchanges about shareholder approval for alteration of its Memorandum of Association (MOA) to enable logistics activities. The approval was granted at the Extra-Ordinary General Meeting (EGM) held on 14th March, 2026, which concluded at 12:00 Noon (IST) through video conferencing.

Regulatory Compliance and Notification

The company submitted the notification under Regulation 30 read with Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 through reference letter GPIL/NSE&BSE/6246. The submission was made to both BSE Limited (Scrip Code: 532734) and National Stock Exchange of India Limited (Scrip Code: GPIL), confirming successful completion of the MOA amendment process.

Comprehensive Voting Results

The voting results demonstrated exceptional shareholder confidence with 99.99% approval across all categories. The detailed breakdown showed strong support from both promoter and public shareholders, with 451,144,160 votes polled out of total 671,167,908 shares.

Specific MOA Amendment Details

The alteration involves insertion of a new clause 4 after sub-clause 3 of clause III (A) of the company's Memorandum of Association. The amendment enables the company to establish, maintain and operate comprehensive transportation services including shipping, air transport, rail transport and road transport services along with ancillary services.

The new clause specifically authorizes the company to purchase, charter, hire, build or acquire ships, vessels, aircraft, railway wagons, motor vehicles and related equipment. This includes authority to maintain, repair, improve, insure, alter, sell, exchange or lease transportation assets and equipment.

Strategic Business Expansion

This MOA amendment represents Godawari Power and Ispat Limited's strategic initiative to diversify beyond traditional power and steel operations into logistics sector. The comprehensive transportation clause provides the company with broad operational flexibility across multiple transport modes, potentially opening new revenue streams and business opportunities in the logistics industry.

The company secretary Y.C. Rao signed the regulatory submission, confirming completion of all compliance requirements under the listing regulations for this significant corporate restructuring initiative.

Godawari Power and Ispat Limited has successfully obtained approval from the National Company Law Tribunal (NCLT) Cuttack Bench for the amalgamation of its wholly-owned subsidiary, Godawari Energy Limited. The tribunal pronounced its order on March 10, 2026, sanctioning the comprehensive Scheme of Amalgamation between the two entities.

Key Details of the Amalgamation

The NCLT order establishes critical parameters for the merger process:

The scheme will become effective from the date when the certified copy of the NCLT order is filed with the jurisdictional Registrar of Companies. This represents the culmination of a process that began with earlier communications to stock exchanges in August 2025.

Financial Structure and Implications

The amalgamation involves significant financial considerations, particularly regarding the transferor company's obligations. According to the NCLT order, Godawari Energy Limited had outstanding unsecured loans amounting to ₹65,65,00,000 as of March 31, 2025, with no secured loans on its books.

The financial structure reveals that the transferor company had issued debentures worth ₹69.00 crores exclusively to Godawari Power and Ispat Limited. Of this amount, ₹2.75 crores and ₹0.60 crores were redeemed, leaving an outstanding balance of ₹65.65 crores, which will be cancelled pursuant to the scheme.

Regulatory Compliance and Approvals

The NCLT dispensed with the requirement for various stakeholder meetings due to the unique structure of the amalgamation. Key dispensations included:

• Equity shareholders meetings for both companies were waived
• Debenture holders meetings were not required as the transferee company itself was the sole debenture holder
• Creditors meetings were dispensed with due to consent affidavits and the subsidiary relationship

The Regional Director, North Western Region, Ministry of Corporate Affairs, filed a representation confirming no pending complaints, inquiries, inspections, investigations, or prosecutions against either company. The Income Tax Department was served notice but provided no adverse response.

Share Capital Adjustments

The amalgamation will result in changes to the authorized share capital structure:

The scheme requires the equity shares of Godawari Energy Limited, having a face value of ₹10 each, to be sub-divided to ₹1 each to match the transferee company's share structure.

Operational and Legal Transfers

Under the sanctioned scheme, all debts, liabilities, duties, and obligations of Godawari Energy Limited will transfer to Godawari Power and Ispat Limited without further legal formalities. The transferee company will account for the amalgamation using the "pooling of interest method" as prescribed under Indian Accounting Standard (Ind AS) 103.

All pending legal proceedings involving the transferor company will continue with Godawari Power and Ispat Limited as the successor entity. The transferor company will be dissolved without formal winding up procedures upon scheme implementation.

Compliance Obligations

The NCLT order mandates several compliance requirements for the companies. Godawari Power and Ispat Limited must preserve all books of accounts, papers, and records of the transferor company as per Section 239 of the Companies Act, 2013. The company must also file the certified copy of the order with the Registrar of Companies within 30 days and ensure compliance with all applicable tax laws, including Income Tax and GST obligations.

The tribunal clarified that the scheme sanction does not provide exemption from stamp duty, taxes, or other statutory charges, and the Income Tax Department retains full authority to examine tax implications arising from the amalgamation.

Source: None/Company/INE177H01039/48c40bc9-fcc1-4afb-9a81-2eeda5326c9b.pdf