Nature of Disclosure: Regulatory intimation to BSE Limited and National Stock Exchange of India Limited pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Event: The boards of Intermetal Engineers (India) Private Limited ("Intermetal" or "Transferor Company") and Ashwath Technologies Private Limited ("Ashwath" or "Transferee Company") have, in their meetings held on 22 May 2026, considered and approved a scheme of merger of Intermetal with and into Ashwath. The scheme is proposed under the provisions of Section 233 of the Companies Act, 2013 and the rules made thereunder.

Appointed Date: The appointed date for the scheme is 01 April 2026.

Rationale for Merger: The stated rationale for the merger includes:

  • Simplifying and rationalizing the corporate structure by eliminating a holding company layer.
  • Streamlining management, decision-making processes, and administrative functions.
  • Reducing duplication of administrative, legal, compliance, and operational costs.
  • Reducing multiplicity of legal and regulatory compliances and avoiding duplication of administrative functions.
  • Consolidating assets, liabilities, reserves, and business operations to strengthen the financial position of the Transferee Company.
  • Enabling business consolidation to provide growth impetus, enable synergies, reduce operational costs, increase efficiencies, and enable optimal resource utilization.

Financial Details of Entities:

  • Intermetal Engineers (India) Private Limited (Transferor Company): Reported a turnover of ₹547.44 lakh for the year ended 2026.
  • Ashwath Technologies Private Limited (Transferee Company): Reported a turnover of ₹1,737.68 lakh for the year ended 2026.

Area of Business: Both entities are involved in the business to "Manufacture, Sale, Purchase, Import, Export and otherwise deal in Machinery and Equipments including Consumables for the Steel Plants."

Consideration: The entire equity share capital of the Transferee Company (Ashwath) is held directly by the Transferor Company (Intermetal). Upon the scheme becoming effective, 10,000 equity shares of the Transferee Company, having a face value of ₹10 each, fully paid-up, shall be issued and allotted to the shareholder of the Transferor Company, i.e., RHI Magnesita India Limited and its nominee. There will be no cash consideration for this issuance.

Change in Shareholding Pattern:

  • The current shareholding of RHI Magnesita India Limited (RHIMIN) and its nominee in the Transferor Company (Intermetal) shall stand cancelled.
  • 10,000 equity shares of the Transferee Company (Ashwath) will be issued to RHIMIN and its nominee.
  • As a result, the Transferee Company (Ashwath) will become a 100% wholly-owned subsidiary of RHI Magnesita India Limited (RHIMIN).

Related Party Transaction Status: The transaction is exempt from related party transaction requirements as per Regulation 23(5)(b) of the SEBI LODR Regulations, 2015, as it involves the amalgamation of a holding company into its wholly-owned subsidiary. It is also exempt from Section 188 of the Companies Act, 2013, as per General Circular No. 30/2014 dated 17 July 2014 issued by the Ministry of Corporate Affairs.

Regulatory Reference: The disclosure is made in compliance with Regulation 30(3) and (4) of the SEBI LODR Regulations, 2015, and SEBI Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30 January 2026.

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