Gopal Sponge and Power Completes 55.56 Lakh Share Acquisition in Vraj Iron

Gopal Sponge and Power Private Limited has completed the acquisition of 55,55,500 equity shares in Vraj Iron and Steel Limited pursuant to a Scheme of Merger sanctioned by the Regional Director, South East Region Directorate, Hyderabad vide order dated 18 March 2026. The disclosure was submitted to BSE Limited and NSE Limited on 29 April 2026 under Regulation 10(6) of SEBI (SAST) Regulations, 2011.

Merger Structure and Implementation

The merger involved the amalgamation of three transferor companies—Kirti Ispat Private Limited, Utkal Ispat Private Limited, and V A Transport Private Limited—with Gopal Sponge and Power Private Limited as the transferee company. Under the scheme, the entire shareholding held by V A Transport Private Limited in the target company was transferred to Gopal Sponge and Power Private Limited through an off-market inter-se transfer executed on 27 March 2026 via delivery instruction slip.

The transaction was structured as an off-market inter-se transfer between promoter group companies under section 233 of the Companies Act, 2013. Kirti Ispat Private Limited and Utkal Ispat Private Limited, though promoters of the company, did not hold any shares in Vraj Iron and Steel Limited prior to the merger and have ceased to exist following the amalgamation.

Regulatory Compliance and Exemptions

The acquisition qualifies for exemption under Regulation 10(1)(d)(iii) of the SEBI (SAST) Regulations, 2011, which covers acquisitions pursuant to schemes of arrangement or amalgamation under section 233 of the Companies Act, 2013. The requisite disclosures under Regulation 10(6) have been submitted to the stock exchanges as mandated by regulatory requirements.

The filing was signed by Vijay Anand Jhanwar, Director of Gopal Sponge and Power Private Limited (DIN: 00826103), from the company's registered office in Raipur, Chhattisgarh. The company operates under CIN: U27109CT2004PTC016504.

Shareholding Impact

The transaction resulted in significant changes to the shareholding pattern of Vraj Iron and Steel Limited. The acquisition represents a strategic consolidation within the promoter group structure:

Entity: Pre-Transaction Shares Pre-Transaction % Post-Transaction Shares Post-Transaction % Gopal Sponge and Power Private Limited (Acquirer): 1,79,82,900 54.52 2,35,38,400 71.36 V A Transport Private Limited (Seller): 55,55,500 16.84 0 0

The acquisition increases Gopal Sponge and Power Private Limited's stake in Vraj Iron and Steel Limited from 54.52% to 71.36%, representing a significant consolidation of control within the promoter group. This corporate restructuring exercise strengthens the ownership structure while maintaining compliance with applicable securities regulations.

VA Transport Private Limited has formally disclosed the completion of inter-se transfer of equity shares in Vraj Iron and Steel Limited pursuant to the approved merger scheme. The company submitted its disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, confirming the transfer of its entire investment to Gopal Sponge and Power Private Limited through detailed regulatory documentation.

Formal Regulatory Disclosure

VA Transport Private Limited, as a member of the promoter group, submitted comprehensive formal documentation to both NSE and BSE on March 28th, 2026. The disclosure confirms that pursuant to the merger scheme sanctioned by the Hon'ble Regional Director, South East Region Directorate Hyderabad on March 18th, 2026, the entire investment of VA Transport Private Limited has been transferred to Gopal Sponge and Power Private Limited.

Disclosure Details: Information Filing Date: March 28th, 2026 Regulation: SEBI Regulation 29(2) Effective Transfer Date: March 27th, 2026 Transfer Method: Off-market execution via DIS Disclosing Entity: VA Transport Private Limited Director: Vijay Anand Jhanwar (DIN: 00826103)

Share Transfer Details

The transfer involves 55,55,500 equity shares representing 16.84% of the total share capital being transferred from VA Transport Private Limited to Gopal Sponge and Power Private Limited. This transfer was executed through off-market inter-se transfer among promoter group companies following the approved merger scheme, with formal documentation submitted to stock exchanges.

Transfer Specifics: Before Transfer After Transfer VA Transport Holdings: 55,55,500 shares (16.84%) Nil Gopal Sponge Holdings: 1,79,82,900 shares (54.52%) 2,35,38,400 shares (71.36%) Total Shares Transferred: 55,55,500 shares 16.84% of capital

Merger Scheme Implementation

The merger scheme involves the consolidation of three transferor companies with Gopal Sponge and Power Private Limited as the transferee company. The scheme received regulatory approval from the Hon'ble Regional Director, South East Region Directorate, Hyderabad, and became effective from March 18th, 2026, with formal compliance documentation now submitted.

Merger Structure: Company Role Transferor Company No. 1: Kirti Ispat Private Limited Transferor Company No. 2: Utkal Ispat Private Limited Transferor Company No. 3: VA Transport Private Limited Transferee Company: Gopal Sponge and Power Private Limited

Updated Capital Structure

Following the completion of the share transfer and formal regulatory disclosure, the company's equity share capital remains unchanged at ₹32,98,26,190 divided into 3,29,82,619 equity shares of ₹10 each. The promoter group's aggregate holding remains constant at 71.36% of the total issued and paid-up equity share capital, with the consolidation resulting in streamlined ownership structure under Gopal Sponge and Power Private Limited.

Capital Details: Information Total Share Capital: ₹32,98,26,190 Number of Shares: 3,29,82,619 equity shares Face Value: ₹10 per share Post-Transfer Promoter Holding: 71.36% Listed Exchanges: NSE and BSE

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