Subject: Intimation under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Key Decisions Approved

1. Approval of Revised Scheme of Amalgamation
  • The Board of Directors at its meeting held on October 23, 2026, approved a revised Scheme of Amalgamation for merging Lava Cast Private Limited (LCPL) with Setco Automotive Limited.
  • This Revised Scheme supersedes the Original Scheme approved by the Board on March 23, 2026.
  • The revision follows further deliberations, management feedback, and advice from professional advisors.
  • Approval is subject to requisite approvals from the National Company Law Tribunal, Stock Exchanges, SEBI, and other statutory/regulatory authorities.
  • Since LCPL is a wholly-owned subsidiary, no shares will be issued, no cash consideration will be paid, and there will be no change in Setco's shareholding pattern.
2. In-principle Approval for Overseas Corporate Structure Rationalization
  • The Board granted in-principle approval to evaluate and analyze rationalizing the company's overseas corporate structure and operations through its overseas subsidiaries.
  • The objective is to consolidate overseas businesses.
  • The proposed rationalization may involve:
  • Buy-back of shares among overseas subsidiaries
  • Migration/transfer of business and operations
  • Liquidation/closure of certain overseas subsidiaries
  • Specific terms, structure, valuation, consideration, and commercial factors will be evaluated step-wise before implementation and final Board approval.
  • Implementation is subject to obtaining all requisite approvals from relevant statutory, regulatory authorities, and stock exchanges.

Annexure A - Detailed Disclosure for Revised Scheme

1. Entity Details and Financials

LCPL (Transferor Company)

  • Wholly-owned subsidiary of Setco Automotive
  • Audited figures as of March 31, 2026:
  • Standalone Turnover: ₹8,778.29 lakhs
  • Standalone Net Worth: Negative ₹13,670.76 lakhs

Setco Automotive (Transferee Company)

  • Audited figures as of March 31, 2026:
  • Standalone Turnover: ₹115.00 lakhs
  • Standalone Net Worth: ₹15,894.68 lakhs
  • Consolidated Turnover: ₹80,492.66 lakhs
  • Consolidated Net Worth: Negative ₹70,817.01 lakhs
2. Related Party Transaction Status
  • The merger does not qualify as a related party transaction under Section 188 of Companies Act, 2013, per MCA General Circular No. 30/2014 dated July 17, 2014.
  • Exempt from Regulation 23(2),(3),(4) of SEBI LODR Regulations under Regulation 23(5)(b) as it involves a holding company and its wholly-owned subsidiary.
3. Business Areas
  • LCPL: Manufacture of basic precious and non-ferrous metals, including casting components for commercial and passenger vehicle segments.
  • Setco Automotive: Manufacturing of hydraulics and other automotive components, including flywheels and related products for commercial vehicles, farm tractors, and construction equipment.
4. Rationale for Revised Scheme
  • Simplified corporate structure by combining business interests into a single entity
  • Reduce number of group entities to decrease managerial overlaps
  • Reduce regulatory/legal compliances, filings, accounting, reporting requirements, statutory/internal audit, tax filings, and administrative costs
  • Consolidate operations to augment growth and synergy in business operations
  • Unlock shareholder value and improve long-term growth prospects
  • Make group structure simple and reduce multiple levels of business entities
5. Consideration Structure
  • No cash consideration involved
  • Entire issued, subscribed and paid-up equity share capital of LCPL is held by Setco and its nominees
  • Upon Scheme effectiveness, LCPL's equity share capital will stand automatically cancelled
  • No issue and allotment of shares by Setco Automotive
6. Shareholding Pattern Impact
  • No change in Setco Automotive's shareholding pattern
  • No fresh equity shares will be issued