Amalgamation/Merger

June 26, 2026 Listing Department The Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Bandra Dalal Street, (East), Mumbai - 400051 Mumbai – 400001 SCRIP Code: 531761 NSE Symbol: APOLLOPIPE Sub: Outcome of the Board Meeting of Apollo Pipes Limited (“the Company” or “Transferee Company 2”), held on June 26, 2026. Ref: Disclosure under Regulation 30 of Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulations, 2015 (“Listing Regulations”) read with Sub-Para 1.2 of Para (A) (1) of Annexure 18 of Circular bearing number HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 dated January 30, 2026 issued by SEBI (“SEBI Master Circular”) Dear Sir/Madam, Pursuant to Regulation 30 read with Schedule III of the Listing Regulations, this is to inform the Board of Directors of the Company, at its meeting held today, i.e. June 26, 2026, has considered the recommendation of Independent Directors and Audit Committee and approved the Scheme of Arrangement for amalgamation amongst KML Tradelinks Private Limited (“Transferor Company 1”), Kisan Mouldings Limited (“Transferee Company 1” or “Transferor Company 2” or “KML”) and Apollo Pipes Limited (“Transferee Company 2” or “the Company”) and their respective shareholders and creditors (“Scheme”/ “Scheme of Arrangement”), under the provisions of section 230 - 232 and other applicable provisions of the Companies Act, 2013 read with the Rules made thereunder. The Scheme, inter alia, provides for: (i) as first step the amalgamation of the wholly owned subsidiary i.e. Transferor Company 1 with and into its holding Company i.e. KML on ongoing concern basis, and the consequent cancellation of all the equity shares of Transferor Company 1 as held by KML; (ii) as second step, upon the effectiveness of the first step, the amalgamation of KML with and into the Transferee Company 2 on a going concern basis, cancellation of equity shares of KML as held by the Transferee Company 2 and issuance of equity shares by Transferee Company 2 to the shareholders of KML in accordance with the share exchange ratio prescribed under the Scheme. The Appointed Date for the Scheme shall be as defined under the Scheme i.e. 01st April, 2026. The above-mentioned Scheme shall be subject to the approval of the shareholders and creditors, approval from BSE Limited, National Stock Exchange of India Limited, Securities Exchange Board of India (SEBI), National Company Law Tribunal (“NCLT”), and such other approvals, permissions and sanctions of regulatory and any other authorities as may be necessary. Fairness Opinion dated June 26, 2026 has been provided by M/s. Corporate Professionals Capital Private Limited, SEBI Registered, Category-I, Merchant Banker, on the Share Exchange Ratio recommended by the Registered Valuer, M/s. Axiology Valuetech Private Limited, Registered Valuer Entity- all classes (Registration No. IBBI/RV-E/05/2023/201) in its Valuation Report dated June 26, 2026. The detailed disclosure as required under Regulation 30 of the Listing Regulations read with SEBI Master Circular is enclosed herewith as Annexure. The Board Meeting commenced at 13.40 P.M. and concluded at 13.55 P.M. Request you to take the above information on record. Yours faithfully, For & on behalf of Apollo Pipes Limited Gourab Kumar Nayak Company Secretary & Compliance Officer Encl: As above ANNEXURE Details of the Scheme in terms of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 read with SEBI circular No. HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 dated January 30, 2026, the scheme provides for Amalgamation amongst KML Tradelinks Private Limited (“Transferor Company 1”), Kisan Mouldings Limited (“Transferee Company 1” or “Transferor Company 2” / “KML”) and Apollo Pipes Limited (“Transferee Company 2” / “the Company”) and their respective shareholders and creditors (“Scheme”/ “Scheme of Arrangement”) Sr. Details of event that needs to Information of such event No. be provided a. N ame of the entity (ies) 1. KML Tradelinks Private Limited (“Transferor forming a part of the Scheme, Company 1”/ “KTPL”) details in brief such as, size, 2. Kisan Mouldings Limited (“Transferee Company 1” or turnover, etc. “Transferor Company 2”/ “KML”) 3. Apollo Pipes Limited (“Transferee Company 2”/ “APL”) Paid-up share capital, Turnover and Networth of the companies involved in the Scheme for the year ended 31st March, 2026: (Amount in Crores) Name of Paid-up Turnover Net Worth the share Company capital KTPL 0.02 0.01 - KML 148.65 119.46 250.07 APL 844.77 44.05 887.44 b. W hether the transaction Yes would fall within related party However, Ministry of Corporate Affairs has clarified vide transactions? and if yes, its General Circular No. 30/2014 dated July 17, 2014 that whether the same is done at transactions arising out of compromise, arrangements and “arm’s length”? amalgamations dealt under specific provisions of the Companies Act, 2013, will not fall within the purview of related party transaction in terms of Section 188 of the Companies Act, 2013. Further, the consideration to be discharged under the Scheme is determined by independent registered valuers on which a fairness opinion has been issued by an independent merchant banker, the transaction therefore is at arm’s length. c. A rea of Business of the KTPL Entities KTPL is primarily incorporated with the objective to carry on the business of trading, marketing, import, export, distribution and dealing in wide range of products such as tyres, plastic and plastic products, pharmaceutical products, chemicals, metals, textiles, industrial goods, machinery, sheets, tubes, pipes and other allied products and materials. KML is engaged in the business of manufacturing, moulding, processing, and trading of all types of plastics, polymers, and allied products. The Company deals in a wide range of PVC products including agricultural pipes and fittings, tubes, vessels and bathroom fittings, and related accessories. KML has been successfully manufacturing and marketing its products under the brand names ’KISAN’ & ’KML CLASSIC’ catering to commercial, industrial, construction, and household applications. APL is engaged in the business of manufacturing, processing, trading, and dealing in a wide range of products like pipes & fittings, or bathroom fittings, water storage or premium door & windows solutions and plastic products including PVC, HDPE and LDPE pipes, tubes, fittings, sheets, and allied plastic and polymer-based products and accessories. d. R ationale for The proposed Scheme of Arrangement providing for amalgamation/merger: amalgamation in two stages i.e.: (i) the amalgamation of the wholly owned subsidiary, i.e. the Transferor Company 1, with its holding company, KML; followed by (ii) the amalgamation of KML with the Transferee Company 2 wherein KML is a subsidiary of Transferee Company 2, is expected to result, inter alia, in the following synergies for all the Companies, thereby preserving and enhancing value for their respective shareholders, creditors and other stakeholders: • All the Companies are engaged in similar lines of business. The proposed Amalgamation is expected to enhance overall operational efficiency through the realization of economies of scale, rationalization of operations, and improved cash flow management. The ultimate combined entity will benefit from seamless access to cash flows, facilitating more efficient reinvestment into business development and growth initiatives. Further, the Amalgamation is likely to reduce administrative and compliance burdens, and optimize value for the shareholders. • The Amalgamation is expected to facilitate more efficient and optimal utilization of resources through the integration of the managerial, technical, and financial strengths of the Transferor Company 1, KML and the Transferee Company 2, thereby supporting business [Showing first 8,000 characters — download PDF for full document]