Intimation under Reg.30 - Restructuring

AS 9100D ISO 9001:2015 AVL/SE/2026-27 October 26, 2026 To To The Corporate Relations Department The Listing Department BSE Limited National Stock Exchange of India Limited Floor 25, P J Towers, Dalal Street, Exchange Plaza, Bandra-Kurla Complex, Mumbai – 400 001, India. Bandra (East), Mumbai – 400 051, India. Scrip Code: 532406 Symbol: AVANTEL Dear Sir/Madam, Sub: Intimation under Regulation 30 of the SEBI (LODR) Regulations, 2015, read with SEBI Circular No. SEBI/HO/CFD/CFDPoD-1/P/CIR/2023/123 dated July 13, 2023 – Reg. Ref: ISIN: INE005B01027 Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), read with the aforesaid SEBI Circular, we wish to inform you that the Board of Directors of the Company, at its meeting held on Monday, October 26, 2026, inter alia, considered and approved: 1. the merger of Imeds Global Private Limited (“Transferor Company”), a wholly owned subsidiary of the Company, into Avantel Limited (“Transferee Company”), pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The Scheme is inter alia subject to the sanction of National Company Law Tribunal (NCLT), Amaravati Bench and receipt of necessary approvals, as may be directed by the NCLT and such other regulatory / statutory authorities, as may be required. The additional information required to be disclosed pursuant to Regulation 30 of Listing Regulations read with Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, is enclosed as Annexure 1. 2. the appointment of Mr. Nimmagadda Sreenivasa Rao (DIN: 09658001) as an Additional Director, designated as Director (Technical), for a term of three (3) consecutive years commencing from October 26, 2026, and ending on October 25, 2029, liable to retire by rotation, subject to the approval of the Members of the Company through Postal Ballot. Mr. Nimmagadda Sreenivasa Rao is not debarred from holding the office of Director by virtue of any order of the Securities and Exchange Board of India or any other such authority. Avantel Limited CIN - L72200AP1990PLC011334 Corporate office: Registered Office & Unit-1 Unit-2 Survey No. 17, Unit No. 201 & 202, 2nd Floor, Plot No.47/P, APIIC Industrial Park, Plot No. S-119 (M), Sy. No. 49, Block - 1, Vasavi’s Shalom Sky City, Gambheeram (V), Anandapuram (M), E-City, Raviryal (V), Maheswaram (M), Gachibowli, Serilingampally (M), Ranga Reddy (D), Visakhapatnam - 531 163, Andhra Pradesh. Ranga Reddy (Dt), Hyderabad - 500032, Telangana. Tel : +91-891-2850000 Hyderabad - 501510, Telangana. Tel : +91-40-6630 5000, Fax : +91-40-6630 5004 Fax : +91-891-2850004 Tel: +91-40-3537 1900 marketing@avantel.in www.avantel.in Fax: +91-40-3537 1904 AS 9100D ISO 9001:2015 The details required under Regulation 30 of the SEBI LODR Regulations, read with the aforesaid SEBI Circular, in respect of the above matters are enclosed as Annexures II, respectively. This is for your information and records. Thanking you, Yours faithfully, For Avantel Limited D Rajasekhara Reddy Company Secretary & Compliance Officer Avantel Limited CIN - L72200AP1990PLC011334 Corporate office: Registered Office & Unit-1 Unit-2 Survey No. 17, Unit No. 201 & 202, 2nd Floor, Plot No.47/P, APIIC Industrial Park, Plot No. S-119 (M), Sy. No. 49, Block - 1, Vasavi’s Shalom Sky City, Gambheeram (V), Anandapuram (M), E-City, Raviryal (V), Maheswaram (M), Gachibowli, Serilingampally (M), Ranga Reddy (D), Visakhapatnam - 531 163, Andhra Pradesh. Ranga Reddy (Dt), Hyderabad - 500032, Telangana. Tel : +91-891-2850000 Hyderabad - 501510, Telangana. Tel : +91-40-6630 5000, Fax : +91-40-6630 5004 Fax : +91-891-2850004 Tel: +91-40-3537 1900 marketing@avantel.in www.avantel.in Fax: +91-40-3537 1904 AS 9100D ISO 9001:2015 Annexure – I Particulars Details 1. Name of the entity(ies) forming part Transferor Company: of the amalgamation/merger, details (Rs. in Lakhs) in brief such as, size, turnover etc. Revenue for the Net Worth as on Name of the year ended March 31, 2026 Entity March 31, 2026 (Standalone) (Standalone) Imeds Global 160.32 2,182.83 Private Limited Transferee Company: (Rs. in Lakhs) Revenue for the Net Worth as on Name of the year ended March 31, 2026 Entity March 31, 2026 (Standalone) (Standalone) Avantel Limited 22,135.23 35,650.45 2. Whether the transaction would fall The Management proposes for merger of the Transferor within related party transactions? If Company, being a wholly owned subsidiary of the Transferee yes, whether the same is done at Company, into the Transferee Company. Accordingly, the “arm’s length” 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. Avantel Limited CIN - L72200AP1990PLC011334 Corporate office: Registered Office & Unit-1 Unit-2 Survey No. 17, Unit No. 201 & 202, 2nd Floor, Plot No.47/P, APIIC Industrial Park, Plot No. S-119 (M), Sy. No. 49, Block - 1, Vasavi’s Shalom Sky City, Gambheeram (V), Anandapuram (M), E-City, Raviryal (V), Maheswaram (M), Gachibowli, Serilingampally (M), Ranga Reddy (D), Visakhapatnam - 531 163, Andhra Pradesh. Ranga Reddy (Dt), Hyderabad - 500032, Telangana. Tel : +91-891-2850000 Hyderabad - 501510, Telangana. Tel : +91-40-6630 5000, Fax : +91-40-6630 5004 Fax : +91-891-2850004 Tel: +91-40-3537 1900 marketing@avantel.in www.avantel.in Fax: +91-40-3537 1904 AS 9100D ISO 9001:2015 Particulars Details 3. Area of business of the entity(ies) The 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. 4. Rationale for amalgamation/ merger 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. 5. In case of cash consideration – Since the Transferor Company is a wholly owned subsidiary of amount or otherwise share exchange the Transferee Company, no cash consideration is proposed to ratio 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. 6. Brief details of change in Since no shares of the Transferee Company are proposed to be shareholding pattern (if any) of listed issued pursuant to the Scheme, there will be no change in the entity shareholding pattern of the Transferee Company pursuant to the Scheme. Avantel Limited CIN - L72200AP1990PLC011334 Corporate office: Registered Office & Unit-1 Unit-2 Survey No. 1 [Showing first 8,000 characters — download PDF for full document]