Vardhman Holdings Limited has informed the Exchange regarding revised Outcome of Board Meeting held on Jun 02, 2025. - Approval for execution of Shareholders Agreement.
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Vardhman Holdings' board approved a Shareholders Agreement (SHA) with Japan's Aichi Steel Corporation (ASC) in connection with Vardhman Special Steels Limited (VSSL). The SHA follows ASC's additional investment in VSSL, raising its stake from 11.33% to 24.90%. The agreement defines rights and obligations between the promoter group and ASC as shareholders of VSSL, including share transfer restrictions, non-compete clauses, right of first refusal, tag-along and drag-along rights, and indemnification provisions. ASC is barred from transferring its VSSL shares for 3 years without promoter consent, and promoters are restricted from selling shares to ASC's competitors (except 7% liquidity shares). The board confirmed there is no related party transaction and no conflict of interest.
This formalizes a significant strategic partnership with a marquee Japanese steel player, giving ASC a larger governance role in VSSL. For Vardhman Holdings shareholders, it validates VSSL's strategic value and brings in a credible global partner, though it also introduces some restrictions on promoter share transfers and capital structure changes.