Skyhigh Sustainable Limited has filed mandatory regulatory disclosures following its acquisition of 4,97,09,952 equity shares representing 4.87% voting rights in Jindal Steel Limited through an off-market inter-se transfer from parent company Gagan Infraenergy Limited on February 20, 2026.

Transaction and Regulatory Framework

The wholly owned subsidiary of Gagan Infraenergy Limited completed the share acquisition under the exemption available under Regulation 10(1)(a)(iii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Skyhigh Sustainable Limited, incorporated with CIN U46901CT2024PLC016633 and registered office at Taraimal, Gharghoda Road, NSPL Nalwa Raigarh, Chattisgarh, filed the mandatory disclosure under Regulation 29(1) with both BSE Limited and National Stock Exchange of India Limited.

Shareholding Position Analysis

The acquisition represents Skyhigh Sustainable Limited's entry into Jindal Steel Limited's shareholding structure, moving from zero holdings to 4.87% voting rights. The transaction maintains the overall promoter group shareholding percentage as both entities remain part of the same promoter group structure.

Corporate Structure and Compliance

The disclosure reveals Jindal Steel Limited's extensive promoter group network comprising 50 entities acting in concert, including prominent Jindal family members, various trusts, and corporate entities such as JSW Holdings Limited, OPJ Trading Private Limited, and Opelina Sustainable Services Private Limited. The company's total equity share capital remains unchanged at Rs. 1,02,00,88,097 comprising 1,02,00,88,097 equity shares of Re. 1 each.

Skyhigh Sustainable Limited's director Nand Kishore Sharma digitally signed the regulatory filings, ensuring compliance with SEBI takeover regulations. The transaction qualified for exemption as it involved transfer between entities within the same promoter group, eliminating the requirement for making an open offer to minority shareholders. Jindal Steel Limited shares continue trading on both BSE Limited and National Stock Exchange of India Limited under their respective scrip codes.

Jindal steel Limited is set to witness a significant shareholding restructuring as Skyhigh Sustainable Limited announces its plan to acquire a substantial equity stake through an inter-group transfer. The transaction represents a strategic consolidation of shareholding within the promoter group structure.

Transaction Details

Skyhigh Sustainable Limited, operating as a wholly-owned subsidiary of Gagan Infraenergy Limited, has filed a disclosure under Regulation 10(5) of SEBI (SAST) Regulations, 2011 for the proposed acquisition. The company plans to acquire 4,97,09,952 equity shares, representing 4.87% of the total paid-up equity share capital of Jindal Steel Limited.

Regulatory Framework and Exemptions

The acquisition falls under the exemption provisions of Sub-clause (iii) of clause (a) of sub-regulation (1) of Regulation 10 of SEBI (SAST) Regulations, 2011. This exemption applies to off-market inter-se transfers between entities within the promoter group structure. The transaction is structured as a transfer from Gagan Infraenergy Limited to its wholly-owned subsidiary, Skyhigh Sustainable Limited.

The volume weighted average market price for Jindal Steel Limited shares for the 60 trading days preceding February 12, 2026 stands at INR 1059.67. The company has declared that the acquisition price will not exceed 25% above this computed price, ensuring compliance with regulatory pricing guidelines.

Shareholding Structure Impact

The transaction represents a consolidation strategy within the promoter group, with the stated rationale being "Consolidation of Target Company shareholding in one entity." This restructuring will transfer the entire shareholding from Gagan Infraenergy Limited to its subsidiary without affecting the overall promoter group holding.

Persons Acting in Concert

The disclosure identifies an extensive list of 50 entities and individuals acting in concert with the acquirer, including key promoter group members such as Naveen Jindal, Abhyuday Jindal, and various family trusts and investment vehicles. Major entities in this group include OPJ Trading Private Limited (18.47% stake), Opelina Sustainable Services Private Limited (14.42% stake), and Siddheshwari Tradex Private Limited (7.69% stake).

Company Information

Skyhigh Sustainable Limited, incorporated with CIN U46901CT2024PLC016633, operates from its registered office at Taraimal, Gharghoda Road, NSPL Nalwa Raigarh, Chattisgarh. The company was incorporated in 2024 and functions as part of the broader Jindal group structure through its parent company Gagan Infraenergy Limited.