Summary of Key Information:

Reporting Period (Quarter/Year): Not Applicable (Corporate Action)

Nature of Filing / Announcement: Disclosure under Regulation 30 of SEBI Listing Regulations - Outcome of Board Meeting

Audit Opinion:

Not Specified

Key Financial Highlights [unit: INR lakhs]:

Transferor Company (Aditya Ultra Steel Limited) Financials:

  • Total Assets: 19,297.46 lakhs as on March 31, 2026
  • Turnover (including other income): 40,989.92 lakhs for twelve months ended March 31, 2026
  • Net Worth: 9,239.25 lakhs as on March 31, 2026

Transferee Company (VMS TMT Limited) Financials:

  • Total Assets: 51,941.16 lakhs as on March 31, 2026
  • Turnover (includes other income): 84,019.95 lakhs for twelve months ended March 31, 2026
  • Net Worth: 22,813.28 lakhs as on March 31, 2026

Standalone Results:

Not Specified

Consolidated Results:

Not Specified

Segment-wise Performance:

Not Specified

Corporate Actions:

Scheme of Amalgamation:

The Board of Directors has approved a Scheme of Amalgamation for the merger of Aditya Ultra Steel Limited (Transferor Company) into VMS TMT Limited (Transferee Company) under Sections 230 to 232 of the Companies Act, 2013.

Share Exchange Ratio:

75 (Seventy-Five) equity shares of VMS TMT Limited of INR 10.00 each, fully paid-up, for every 100 (Hundred) equity shares of Aditya Ultra Steel Limited of INR 10.00 each, fully paid-up as on the Record Date.

Change in Shareholding Pattern of VMS TMT Limited:

| Category | Pre-Scheme No. of shares | Pre-Scheme % holding | Post-Scheme No. of shares | Post-Scheme % holding |

| Promoter | 3,33,42,810 | 67.18% | 4,61,50,605 | 67.61% |

| Public | 1,62,88,400 | 32.82% | 2,21,07,281 | 32.39% |

| Non-Promoter Non Public | - | - | - | - |

| Total | 4,96,31,210 | 100% | 6,82,57,886 | 100% |

Change in Shareholding Pattern of Aditya Ultra Steel Limited:

| Category | Pre-Scheme No. of shares | Pre-Scheme % holding |

| Promoter | 1,70,77,060 | 68.76% |

| Public | 77,58,508 | 31.24% |

| Non-Promoter Non Public | - | - |

| Total | 2,48,35,568 | 100% |

Post-Scheme shareholding: Not applicable*

Approval Requirements:

The Scheme is subject to receipt of requisite approvals from:

  • Securities and Exchange Board of India (SEBI)
  • National Company Law Tribunal (NCLT)
  • BSE Limited (BSE)
  • National Stock Exchange of India Limited (NSE)
  • Other statutory and regulatory authorities
  • Respective shareholders and creditors under applicable law

Related Party Transaction Status:

The Proposed Transaction does not fall within the purview of related party transactions in terms of General Circular No. 30/2014 dated July 17, 2014 issued by the Ministry of Corporate Affairs since it is subject to NCLT sanction.

The consideration will be discharged on arm's length basis. The share exchange ratio has been determined based on Valuation Report issued by Registered Valuer and supported by a fairness opinion by a SEBI registered merchant banker.

Other Significant Information:

Business Profiles:

Aditya Ultra Steel Limited: Engaged in manufacturing of rolled steel products, primarily Thermo-Mechanically Treated (TMT) bars under brand name "KAY2" catering to construction industry and infrastructure development. Also engaged in manufacturing various other steel products including angles, channels, circles, round bars, square bars, guddars, MS plates, rods, bars and flats. Has history of more than thirteen years in TMT bar manufacturing.

VMS TMT Limited: Engaged in manufacturing of TMT Bars under brand name "KAMDHENU NXT". Also deals in scrap and binding wires. Markets TMT bars under brand names "KAY2" and "KAY2 XENOX".

Strategic Rationale for Merger:

1. Brand Consolidation: Will consolidate complementary business operations, bringing entire State of Gujarat under unified "Kamdhenu" brand presence, eliminating territorial fragmentation

2. Distribution Network Combination: Combined network comprising VMS TMT's 3 distributors and 227 dealers and Aditya Ultra Steel's 1 distributor and 73 dealers creating more robust market reach

3. Solar Power Integration: Both companies have invested in solar power generation facilities; amalgamation will facilitate integrated management of energy assets

4. Brand License Compliance: Better positioned to meet obligations under retail license agreements with Kamdhenu Limited including minimum sales quotas, branding guidelines, and royalty payments

5. Economies of Scale: Benefits in procurement of raw materials, production, logistics, and distribution reducing overall costs

6. Capacity Optimization: VMS TMT's facility at Bhayla Village, Ahmedabad (200,000 TPA capacity) and Aditya Ultra Steel's facility at Wankaner, Rajkot (108,000 TPA capacity)

7. Resource Optimization: Consolidation of service/operational capabilities, working capital utilization, human resource talent, marketing and distribution channels

8. Leadership Integration: Combining seasoned industry expertise with young entrepreneurial mindset across engineering, finance and business management

Additional Synergies:

  • Consolidation of complementing strengths enabling diversified product offering
  • Efficiency in management, control and business operations
  • Pooling of financial and other resources for optimum utilization
  • Extensive state-wise and regional distribution network for deeper market penetration
  • Rationalization of business processes and systems
  • Minimization of compliances and administrative costs
  • Creation of standalone listed entity increasing long-term stakeholder value
  • Better operational control and stronger financial leverage