Vardhman Holdings Limited has informed the Exchange regarding Outcome of Board Meeting held on Jun 02, 2025. - Approval for execution of Shareholders Agreement.
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Vardhman Holdings Limited's board, at a meeting on June 2, 2025, approved the execution of a Shareholders Agreement (SHA) with Japan's Aichi Steel Corporation (ASC) concerning their co-shareholding in Vardhman Special Steels Limited (VSSL). The SHA follows ASC's increase in its stake in VSSL from 11.33% to 24.90% on a fully diluted basis, pursuant to a Share Subscription and Investment Agreement signed on May 29, 2025. The SHA includes share transfer restrictions (Promoters barred from selling to ASC's competitors; ASC locked in for 3 years), Right of First Refusal, Tag Along and Drag Along rights, non-compete obligations, and indemnification provisions. The SHA automatically terminates if ASC's holding falls below pre-agreed thresholds. The transaction is not a related-party deal.
This formalizes a deeper strategic partnership between Vardhman Holdings and Japanese steel major Aichi Steel in VSSL, signaling long-term commitment from both sides via lock-in and non-compete clauses. For Vardhman Holdings shareholders, it reinforces the company's role as a co-promoter alongside a reputed global steel player, which is a positive governance and strategic signal, though the real value impact will play out at the VSSL level.