Main Disclosure – Disinvestment Details

Target Entity: The business undertaking comprising the manufacturing facility situated at 212/B, G.I.D.C. Estate, Mehsana, Gujarat – 384 002 ("Mehsana Facility").

Business Profile of Target Entity: The Mehsana Facility is primarily engaged in the manufacture of crucibles, stoppers and sleeves for the non-ferrous industrial sector (foundry industry).

Percentage Stake Disinvested: The entire business undertaking is being sold as a going concern via a slump sale. This constitutes a 100% divestment of this specific operational unit.

Counterparty/Buyer: Foseco India Limited (FIL), a public listed company (CIN: L24294PN1958PLC011052) with its registered office at GAT NO 922 & 923 Sanasawadi, Pune, Maharashtra, India, 412208. FIL is primarily engaged in the business of manufacturing and trading of metallurgical products and services.

Mode of Consideration: Lump-sum cash consideration.

Valuation or Price Basis: The transaction is based on a valuation report dated 11 August 2026 issued by an independent registered valuer, BDO Valuation Advisory (IBBI Registration No: LLP IBBI/RV-$E/02/2019/103$).

Consideration: The lump-sum consideration for the Proposed Transaction is INR 43,25,00,000 (Indian Rupees Forty Three Crore Twenty Five Lakhs), subject to adjustments as per the Business Transfer Agreement.

Rationale for Disinvestment: The manufacturing business at the Mehsana Facility and the products manufactured (crucibles, stoppers, sleeves) are non-core to Vesuvius India's business as they serve the foundry industry. Conversely, the crucibles business is a key element of FIL's non-ferrous foundry strategy. FIL, following its recent acquisition of Foseco Crucible (India) Limited, expressed interest in acquiring the Mehsana Facility to expand its manufacturing footprint.

Financial Contribution of Target Entity: For the financial year ended 31 December 2025:

  • Revenue: INR 58.13 Crores (2.8% of Company's total)
  • Net-worth: INR 34.74 Crores (2.09% of Company's total)

Related Party Status: Yes. The Company (Vesuvius India Ltd) and the Buyer (Foseco India Ltd) are fellow subsidiaries of the same ultimate holding company, Vesuvius plc, UK. They are both part of the Vesuvius group of companies.

Arm's Length Basis: The transaction has been approved by the Audit Committee of the Company, comprising its Independent Directors, and is stated to be carried out on an arm's length basis in accordance with the independent valuer's report.

Approvals Required: The disclosure states the Proposed Transaction does not meet the thresholds set out under Section 180 of the Companies Act, 2013 and Regulation 37A of the SEBI Listing Regulations, implying no shareholder approval is required.

Indicative Timeline: The expected date of completion of the sale/disposal is latest by 31 December 2026.

Impact on the Company: The transaction involves the sale of a non-core business unit. It will result in the loss of the revenue and net worth contributed by the Mehsana Facility (2.8% and 2.09% respectively as of FY25). The proceeds from the sale will be received in cash.

Effect on Shareholding: There will be no change in the shareholding pattern of Vesuvius India Limited pursuant to the Proposed Transaction.

Other Updates (If Present in the Same Document):

  • No other disclosures are present in the document.