Notice of Postal Ballot attached herewith
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Aditya Ispat Ltd is seeking shareholder approval via postal ballot to sell its entire non-alloy steel manufacturing and trading business as a 'slump sale' to Jai Bapji Ispat Private Limited, a promoter group company, for a lump sum consideration of Rs 3.68 crore. The non-alloy steel business contributes 97.75% of the company's total income for FY 2024-25, making this a sale of essentially the entire operating business. The Audit Committee cited accumulated losses, net worth falling below share capital, high finance costs, and inability to attract outside investors or other buyers due to high debt levels as the rationale. Two resolutions are being put to vote: a Special Resolution under Section 180(1)(a) for the slump sale and an Ordinary Resolution under Section 188(1)(b) for the related party transaction. E-voting runs from February 28, 2026 to March 29, 2026, with results to be announced on or before March 31, 2026. The effective date for the BTA is March 1, 2026, and proceeds will be used for debt repayment.
This is effectively a transfer of the company's core revenue-generating business to a promoter-related entity at a low Rs 3.68 crore valuation, which may raise concerns among public shareholders about value erosion and the fairness of the related party deal. If approved, public shareholders will be left holding a near-shell company with no significant operating business, with future value dependent entirely on how the small sale proceeds are deployed for debt reduction and any future business plans.