AVANTEL2026-09-18AVANTEL2026-09-182026-09-18532406AVANTEL LIMITEDAVANTELNOTLISTEDINE005B01027NewAmalgamation/ Mergertrue2026-09-1815:10:002026-09-18falsefalsetrueThe Transferor Company: Imeds Global Private Limited is engaged in the design, development and manufacturing of medical electronic devices and healthcare solutions, with a focus on respiratory care, patient monitoring, surgical instruments, endoscopy and homecare solutions. The Transferee Company: Avantel Limited is engaged in the design, development, manufacturing, system integration, testing, installation and commissioning of defence electronics, satellite communication systems and telecom systems, along with development of embedded systems, network management and application software.The proposed merger is intended to rationalise the group structure, simplify governance and reporting, consolidate operations and resources, eliminate duplication of administrative and compliance functions, improve operational efficiency and facilitate better management and oversight.OthersSince the Transferor Company is a wholly owned subsidiary of the Transferee Company, no cash consideration is proposed to be paid and no shares of the Transferee Company shall be allotted pursuant to the Scheme. The equity shares held by the Transferee Company in the Transferor Company shall stand cancelled/extinguished upon the Scheme becoming effective.Since no shares of the Transferee Company are proposed to be issued pursuant to the Scheme, there will be no change in the shareholding pattern of the Transferee Company pursuant to the Scheme.The Management proposes for merger of the Transferor Company, being a wholly owned subsidiary of the Transferee Company, into the Transferee Company. Accordingly, the transaction is covered under the exemption provided under Regulation 23(5)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, subject to the conditions specified therein. Further, pursuant to General Circular No. 30/2014 dated July 17, 2014, issued by the Ministry of Corporate Affairs, transactions arising out of compromises, arrangements and amalgamations under the Companies Act, 2013 are not considered to be transactions falling within the purview of Section 188 of the Companies Act, 2013. Since the Transferor Company is a wholly owned subsidiary of the Transferee Company and no shares of the Transferee Company are proposed to be allotted pursuant to the Scheme, no share exchange ratio is applicable under the Scheme. Accordingly, the requirement relating to determination of consideration on an arm’s length basis is not applicable to the Scheme.