Scheme of Arrangement

Date: June 25, 2026 To, To, National Stock Exchange of India Limited BSE Limited Exchange Plaza, Plot No C/1, G-Block, Phiroze Jeejeebhoy Towers, Bandra – Kurla Complex, Bandra (E), Dalal Street, Mumbai – 400051 Mumbai 400 001 Symbol: ASTRAL Scrip Code: 532830 Sub: Outcome of the Board Meeting held on June 25, 2026, pursuant to Regulations 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) Dear Sir/Madam, Pursuant to Regulation 30 read with Schedule III of the SEBI LODR Regulations, we would like to inform you that the board of directors of the Company (“Board”) at its meeting held today i.e., Thursday, June 25, 2026, after considering the recommendations and Reports of the Audit Committee and the Committee of Independent Directors, and after due deliberations, inter alia, considered and approved the Composite Scheme of Arrangement amongst Astral Limited (“Demerged Company”/“Transferee Company), Astral Chemie Limited (Formerly known as Astral Coatings Private Limited) (“Resulting Company”) and Al-Aziz Plastics Private Limited (“Transferor Company”) and their respective shareholders and creditors on the terms and conditions as set out in the Scheme as per Section 230 to 233 and other applicable provisions of the Companies Act, 2013, as amended (the “Act”, and such Composite Scheme of Arrangement, the “Scheme”). The Scheme inter alia, provides for: (i) Demerger and Transfer of the Chemicals Business Undertaking along-with all its related assets and liabilities of Astral Limited (the “Demerged Company”) and vesting of the same with and into Astral Chemie Limited (formerly known as Astral Coatings Private Limited) (the “Resulting Company”), on a going concern basis in the manner as set out in this Scheme; and (ii) Amalgamation of Al-Aziz Plastics Private Limited (the “Transferor Company”) into and with Astral Limited (the “Transferee Company”) and subsequent dissolution of the Transferor Company in the manner as set out in this Scheme; and (iii) Various other matters consequential or otherwise integrally connected herewith. The Scheme is, inter alia, subject to the receipt of requisite approvals from the National Company Law Tribunal, Ahmedabad Bench, Securities and Exchange Board of India ("SEBI"), The National Stock Exchange of India Limited and BSE Limited (collectively, the "Stock Exchanges") and other statutory and regulatory authorities, and the respective shareholders and creditors, under applicable law. Pursuant to Regulation 30 of the Listing Regulations read with the SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, details in respect of the Scheme are set out in Annexure – A and a copy of the press release is enclosed herewith. The meeting of the Board of Directors of the Company commenced at 4:30 P.M. and concluded at 6:45 P.M. You are requested to take the above on record. Thanking you. Yours faithfully, For, Astral Limited Chintankumar Patel Company Secretary Membership No: A29326 Encl.: As above. Annexure A Details of Demerger DISCLOSURE PURSUANT TO THE SEBI LODR REGULATIONS READ WITH THE SEBI MASTER CIRCULAR HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 DATED JANUARY 30, 2026 Particulars Details 1 Brief details of the The Chemicals Business Undertaking consists of all the division(s) to be business, undertakings, activities, operations and demerged; properties relating to the Chemicals Business (as defined in the Scheme) of the Demerged Company is proposed to be demerged into the Resulting Company on a going concern basis. 2 Turnover of the The turnover of the Demerged Undertaking for the year demerged division and ended March 31, 2026 stood at ₹ 12,663 million. This as percentage to the represents 21% of the total turnover of Demerged total turnover of the Company for the year ended March 31, 2026. listed entity in the immediately preceding financial year/ based on financials of the last financial year 4 R ationale for demerger Please refer Annexure – I 5 Brief details of change • There will be no change in the shareholding pattern of in shareholding pattern the Demerged Company pursuant to the effectiveness (if any) of all entities of the Scheme. • The Resulting Company is presently a wholly owned subsidiary of the Demerged Company. Pursuant to the effectiveness of the Scheme, the the Resulting Company shall, issue and allot equity shares to all the members of the Demerged Company, holding fully paid- up equity shares on the Record Date in the following manner: “1 (One) Equity Share of Resulting Company of a face value of ₹1/- each, fully paid-up shall be issued for every 1 (One) Equity Shares of a face value of ₹1/- each, fully paid-up held in Demerged Company” • Further, the existing equity shares of the Resulting Company held by the Demerged Company shall stand cancelled and reduced, without any consideration by operation of law. Brief details of change in shareholding pattern of Resulting Company are provided as under: Particulars Details Particulars Pre-Scheme Post- Scheme shareholding % shareholding (as on March 31, % (Indicative) 2026) Promoters and 100.00 54.22 Promoter Group Public - 45.78 Total 100.00 100.00 6 In case of cash • There is no cash consideration being discharged under consideration – amount the Scheme. or otherwise share e xchange ratio; • For the purpose of the demerger of Chemicals Business Undertaking of Demerged Company into Resulting Company, the Resulting Company will issue 1 (One) Equity Share of a face value of ₹1/- each, fully paid-up shall be issued for every 1 (One) Equity Shares of a face value of ₹1/- each, fully paid-up held in Demerged Company. • The post Scheme shareholding pattern of Resulting Company will replicate/ mirror the shareholding pattern of Demerged Company. 7 Whether listing would Yes. The equity shares of Resulting Company shall be be sought for the listed and admitted to trading on The National Stock resulting entity Exchange of India Limited and BSE Limited (having nationwide terminal) pursuant to the Scheme, subject to receipt of requisite approvals from statutory and regulatory authorities. Details of Amalgamation DISCLOSURE PURSUANT TO THE SEBI LODR REGULATIONS READ WITH THE SEBI MASTER CIRCULAR HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 DATED JANUARY 30, 2026. Particulars Details 1 Name of the entity(ies) 1. Astral Limited (“Demerged Company”/ “Transferee forming part of the Company), amalgamation/merger, 2. Al-Aziz Plastics Private Limited (“Transferor details in brief such as, Company”) s ize, turnover etc. The details of the turnover and net worth of the aforementioned companies as per standalone audited financials for the year ended March 31, 2026 are as under: (₹ in Million) Standalone Total Turnover Total Net worth Entity for Financial as on March 31, Year March 31, 2026 2026 Astral Limited 59,076 41,058 Al-Aziz Plastics 373 215 Private Limited 2 Whether the transaction Transferor Company, being a wholly owned subsidiary of would fall within related the Demerged Company, is a related party of the party transactions? If Demerged Company. However, in terms of General yes, whether the same Circular No. 30/2014 dated July 17, 2014 issued by Ministry is done at “arm’s of Corporate Affairs (“MCA Circular”), the transactions l ength”; arising out of compromises, arrangements and amalgamation under the Companies Act, 2013 (“Act”), will not attract the requirements of Section 188 of the Act. Further, pursuant to the provisions of Regulation 23(5) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the provisions relating to related party transactions are not applicable. 4 Area of business of the 1. Transferee Company was incorporated on March 25, entity(ies); 1996 and is engaged in in the business of manufacturing, marketing and distribution of a wide range of building material produc [Showing first 8,000 characters — download PDF for full document]