Nova Iron & Steel Ltd

Outcome

• 5 August 2026: NCLT dismisses Bhushan Power & Steel's Section 7 petition against Nova Iron & Steel.
• Court finds no financial debt or default; MoUs with Government of Chhattisgarh viewed as investment, not loan.
• Loan agreement of Rs 150 crore and related MoUs are interdependent; not standalone financial debt.
• FC wrote off the loan in 2019-20; balance sheets show project funding, no provision for interest.
• As of filing, no debt exists; the last appearance was 31 March 2019; resolution plan terminated.

Context and implications

• Petition filed 25 April 2024; dismissed; no CIRP initiated.
• Primary objective of IBC is revival; not applicable where no debt exists.
• CD argued MOUs; court held MOUs create reciprocal rights; not financial debt.

Promoter-group transfer details

• Transfer of 33,31,000 shares from Nilanchal Investments to Aromatic Steel for promoter-group restructuring.
• Exemption: Regulation 10(1)(a)(iv) from open offer.
• Acquirer: Aromatic Steel Private Limited; Transferor: Nilanchal Investments Private Limited.
• Transferred 33,31,000 shares representing 9.22% of diluted share capital.
• Off-market transfer within promoter group.
• Consideration: Rs 11 per share.
• Pre-transaction holding: Aromatic Steel 34,18,000 shares (9.46%).
• Post-transaction holding: Aromatic Steel 67,49,000 shares (18.67%); Nilanchal 0%.
• Change in promoter-group: Aromatic Steel stake rises; Nilanchal exits.
• Date of acquisition: 15/07/2026.

Promoter shareholding changes

• Aromatic Steel Pvt Ltd increased stake to 18.67% (67,49,000 shares) via inter-se transfer on 15/07/2026.
• Nilanchal Investments Private Limited held 9.22% (33,31,000 shares) post-transfer; inter-se transfer completed 17/07/2026.

Transaction overview

• Target Company: Nova Iron & Steel Limited.
• Disclosing Party: Nilanchal Investments Private Limited (Promoter group).
• Transaction Type: Disposal of equity shares.
• Date: 15/07/2026.
• Mode: Off-market inter-se transfer.
• Pre-Transaction Holding: 33,31,000 shares; 9.22% of voting capital.
• Encumbrances: NIL pre-transaction.
• Post-Transaction Holding: 0 shares; 0%.
• Equity share capital before/after: 3,61,39,488; diluted capital not disclosed.

Transaction details

• Target Company: Nova Iron & Steel Limited; Acquirer: Aromatic Steel Private Limited (promoter group).
• Pre-transaction holding: 34,18,000 shares (9.46%), no encumbrances.
• Acquisition details: 33,31,000 shares voting rights acquired via off-market inter-se transfer.
• Post-transaction holding: 67,49,000 shares (18.67%), no encumbrances.
• Date: 15/07/2026; Mode: off-market inter-se transfer.
• Capital: pre/post equity capital 3,61,39,488; total diluted capital: NA.

Reg 74(5) confirmation

• Dematerialisation of physical certificates for the quarter ended 30/06/2026 confirmed by RTA.
• Securities dematerialised have been listed on the stock exchange where existing securities are listed.
• Physical certificates were mutilated and cancelled; depository name substituted as registered owner within 15 days.

Transaction details

• Nature and type: promoter-group intra-structure transfer of 94,000 shares.
• Exemption: Regulation 10(1)(a)(iv) under SEBI SAST Regulations, 2011.
• Acquirer: Olympian Finvest Private Limited; Transferor: Aarti Iron & Power Private Limited.
• Shares transferred: 94,000; post-transaction acquirer holding: 46,67,675 shares (12.92%).
• Total shares acquired: 94,000 (0.26% of diluted share capital).
• Price: Rs 11 per share.
• Acquisition date: 08/07/2026; disclosure filing date: 20.06.2026.
• Acquirer pre-transaction holding: 45,73,675 shares, 12.66%.
• Acquirer post-transaction holding: 46,67,675 shares, 12.92%.
• Transferor pre-transaction holding: 94,000 shares, 0.26%; post-transaction: 0%.
• Rationale: restructuring among Promoters and Promoter Group.
• Regulatory disclosure: filing with exchange on 20.06.2026.

Promoter group changes

• Olympian Finvest increased holding to 45,73,675 shares (12.66%) by acquiring 1,88,000 shares on 07/07/2026, off-market.
• Olympian Finvest further raised to 46,67,675 shares (12.92%) via 94,000-share inter-se transfer on 08/07/2026.
• Shivalikview Steel Trading Pvt Ltd sold 94,000 shares (0.26%) on 06/07/2026; post-disposal: NIL; value ₹10,34,000; off-market.
• Rockland Steel Trading Private Limited sold 94,000 shares (0.26%) on 03/07/2026; post: NIL; ₹10,34,000; off-market.
• Aarti Iron & Power Private Limited disposed 94,000 shares (0.26%) via inter-se transfer on 08/07/2026; post NIL.

PMLA provisional attachment update

• Provisional Attachment Order No. 17/2026 dated 08 Jul 2026 received from ED, New Delhi.
• Order relates to proceeds of crime under PMLA and involves BPSL and NISL.
• Annexure 1 notes no material impact on day-to-day operations; legal steps to safeguard interests.
• Immovable properties and shares proposed for attachment total Rs 16.66 crore.
• Direct proceeds from Ravinder Rastogi properties identified at Rs 5.44 crore.
• Value-equivalent proceeds for Sunil Gupta properties at Rs 1.13 crore.
• PAO 15/2026 attaches 21.21% NISL shares valued Rs 10.10 crore.
• Period of attachment is 180 days from 08 Jul 2026, subject to adjudication order.
• Company will contest the matter; legal recourse planned to safeguard interests.
• No governance changes reported; filing focuses on regulatory development.

Transaction details

• Transfer of 44,79,675 shares to acquirer for promoter restructuring.
• Exemption: Regulation 10(1)(a)(iv) under SEBI SAST.
• Acquirer: Olympian Finvest Private Limited.
• Transferors: Reward Capital Services Pvt. Ltd.; Shivalikview Steel Trading Pvt. Ltd.; Rockland Steel Trading Pvt. Ltd.
• Total shares acquired: 44,79,675; 12.40% of diluted share capital.
• Acquisition dates: 30/06/2026; 03/07/2026; 06/07/2026.
• Price: Rs 11 per share.
• Pre-transaction acquirer holding: 94,000 shares, 0.26%.
• Post-transaction acquirer holding: 45,73,675 shares, 12.66%.
• Pre-transaction transferor Reward Capital Services: 42,91,675 shares; 11.88%.
• Pre-transaction transferor Rockland Steel Trading: 94,000 shares.
• Pre-transaction transferor Shivalikview Steel Trading: 94,000 shares.
• Post-transaction transferors: 0 shares.
• Method: Inter-promoter transfer.
• Change in promoter group: acquirer now holds 12.66%; transferors reduced to 0%.