Samvardhana Motherson International Limited – Merger of Indirect Subsidiaries

Overview

Event Date: 20 Apr 2026 (effective 14 Apr 2026)
Entities Involved: Modulos Ribera Alta SL (MRA) – Transferor; Celulosa Fabril SA (CEFA) – Acquirer
Nature of Transaction: Amalgamation/Merger under Regulation 30 (new restructuring)
Relationship to Parent: Both are indirect foreign subsidiaries of Samvardhana Motherson International Ltd.
Shareholding Impact: None – no change to promoter, public, or other share categories.

Entity	Turnover (EUR)
MRA	92,294,953.77
CEFA	81,595,001.28

Combined turnover after merger: ≈ €173.9 million.

Simplified Corporate Structure: Eliminates a duplicate legal entity, reducing compliance and reporting burdens.
Operating Efficiency: Assets of MRA transferred by universal succession to CEFA, enabling unified management of plastic processing, manufacturing, and technical services.
Cost Synergies: Potential reduction in administrative, tax, and financing costs.
Arms‑Length Transaction: Not a related‑party deal, ensuring market‑based terms.

Regulation 30 (Restructuring) – New: Properly disclosed to the stock exchange.
Related‑Party Transaction: Declared false – no conflict of interest.
Approval: No board meeting outcome required; the merger was executed by the Spanish commercial register.

Integration risk is minimal because the merger is a block transfer of assets, but any hidden liabilities of MRA could affect CEFA.
Currency exposure: Turnover reported in euros; any future repatriation will be subject to FX fluctuations.

Streamlined operations may improve margins for the indirect subsidiary, indirectly benefiting the parent’s consolidated results.
Enhanced scale in the European plastics sector could improve bargaining power with suppliers and customers.

No dilution or cash outflow for shareholders.
Long‑term operational benefits are expected, though they will reflect in the parent’s financials only after consolidation.
Neutral to mildly positive impact on the company’s outlook; investors should monitor subsequent quarterly reports for any material improvement in subsidiary performance.

Prepared on 21 Apr 2026 based on the company’s statutory announcement.