Vardhman Textiles 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 Textiles' board, on June 2, 2025, approved a Shareholders Agreement (SHA) with Japan's Aichi Steel Corporation (ASC) in connection with Vardhman Special Steels Limited (VSSL). The SHA formalises the relationship after ASC's additional investment raised its stake in VSSL from 11.33% to 24.90% on a fully diluted basis, following a Share Subscription and Investment Agreement signed on May 29, 2025. Key terms include share transfer restrictions (3-year lock-in for ASC, ban on transfers to competitors, 7% liquidity allowance for promoters), Right of First Refusal, tag-along and drag-along rights, non-compete obligations, and indemnification clauses. ASC's special rights will fall away if its holding drops below agreed thresholds. The transaction is not a related-party deal and no conflict of interest is reported.
Strengthens Vardhman Special Steels' capital base and strategic partnership with a marquee Japanese steelmaker, which could drive growth in the steels business. For Vardhman Textiles shareholders, this reinforces its promoter position in VSSL and signals continued commitment to the steel vertical, though the promoter group's ability to monetise VSSL shares is now restricted.