VMS TMT Limited’s board has approved a scheme of amalgamation to merge Aditya Ultra Steel Limited into itself, consolidating manufacturing operations and distribution networks across Gujarat. The merger aims to unify the “Kamdhenu” brand presence in the state, combining the territorial strengths of both entities to eliminate fragmentation and enhance market reach. The proposed transaction will integrate complementary assets, including solar power facilities, and optimize manufacturing capacities to achieve operational synergies and cost efficiencies.

The share exchange ratio for the amalgamation has been fixed at 75 equity shares of INR 10 each of VMS TMT Limited for every 100 equity shares of INR 10 each of Aditya Ultra Steel Limited. This ratio is based on a valuation report by a registered valuer and a fairness opinion by a SEBI-registered merchant banker. The transaction is not considered a related party transaction under Ministry of Corporate Affairs Circular No. 30/2014, as it is subject to National Company Law Tribunal (NCLT) sanction.

Post-merger, the combined entity will leverage the extensive distribution network of both companies, comprising over 300 dealers and distributors. The integration is expected to strengthen the balance sheet, improve working capital utilization, and increase bargaining power in procurement. The consolidation will also simplify the holding structure and reduce compliance and administrative costs associated with maintaining separate legal entities.

The scheme requires requisite approvals from the Securities and Exchange Board of India (SEBI), NCLT, BSE Limited, National Stock Exchange of India Limited (NSE), and respective shareholders and creditors. Aditya Ultra Steel Limited will be dissolved without being wound up upon the scheme becoming effective, and its equity shares will be extinguished.

Financial and Operational Metrics

The merger brings together two steel manufacturers with significant assets and turnover. The following table outlines the key financial metrics for both entities as of March 31, 2026:

Shareholding Pattern

The amalgamation will alter the shareholding pattern of VMS TMT Limited. The table below details the pre-scheme and post-scheme shareholding distribution:

For Aditya Ultra Steel Limited, the shareholding pattern prior to the scheme consisted of 68.76% promoter holding and 31.24% public holding. Upon effectiveness of the scheme, these shares will be extinguished as the company dissolves.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE0SJA01013/4237598e17484a89.pdf

Varun Manojkumar Jain, a Promoter of VMS TMT Limited, disposed of 2.66% of the company's paid-up share capital through an off-market inter-se transfer. The transaction involved the sale of 13,22,154 equity shares to Sunny Sunil Singhi, another member of the promoter group, on June 22, 2026. This disclosure was submitted to the stock exchanges in compliance with Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Prior to the disposal, Jain held 85,00,000 equity shares, representing 17.13% of the paid-up share capital. Following the sale, his holding has reduced to 71,77,846 shares, which constitutes 14.46% of the share capital. The equity shares of VMS TMT Limited are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited.

The total equity share capital of the company remains unchanged at ₹49,63,12,100, divided into 4,96,31,210 equity shares of ₹10 each. The total diluted share capital also stands at ₹49,63,12,100. The acquirer has confirmed that there are no shares encumbered or any other instruments entitling the acquirer to additional voting rights.

Shareholding Details

The following table outlines the changes in Jain's shareholding as a result of the disposal: