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30 Apr 2026
Vraj Iron and Steel Limited's promoters have submitted their annual declaration to stock exchanges confirming no encumbrance on their equity shareholdings during the financial year 2025-26. The disclosure, filed under Regulation 31(4) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, demonstrates regulatory compliance and transparency in promoter shareholding management.
Promoter Shareholding Declaration
Vijay Anand Jhanwar, representing the promoter group and persons acting in concert (PACs), declared that as of March 31, 2026, the promoters collectively hold 24721720 equity shares without any direct or indirect encumbrance during FY26. The declaration was filed with both BSE Limited and NSE Limited on April 3, 2026.
Current Shareholding Structure
The promoter and promoter group shareholding as of March 31, 2026, shows a concentrated ownership pattern:
Category Shareholder Shares Held Promoters Individual Vijay Anand Jhanwar 991645 Individual Kusum Lata Maheshwari 191675 Corporate Gopal Sponge and Power Private Limited 23538400 Corporate Bhinaswar Commercial Private Limited 0 Total Promoter Shareholding 24721720
Recent Corporate Restructuring
The shareholding structure reflects recent merger activities that consolidated the promoter holdings. VA Transport Private Limited, which previously held 5555500 equity shares, was merged with Gopal Sponge and Power Private Limited effective March 27, 2026. This merger was executed through an off-market inter-se transfer following an order from the Regional Director, South East Region Hyderabad dated March 18, 2026.
Additionally, two other promoter group entities - Kirti Ispat Private Limited and Utkal Ispat Private Limited - were also merged with Gopal Sponge and Power Private Limited effective March 18, 2026, despite not holding any shares in the company.
Regulatory Compliance
The declaration encompasses 20 promoter group members and PACs, though most individual and corporate entities in the promoter group currently hold zero shares. The filing ensures compliance with SEBI regulations requiring promoters to disclose any encumbrance on their shareholdings annually. The comprehensive disclosure includes details of all promoter group entities and their respective shareholdings, maintaining transparency for investors and regulatory authorities.
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.
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