Outcome of Board Meeting

27th June, 2026 To, To, BSE Limited National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block-G Dalal Street, Fort Bandra Kurla Complex, Bandra (E), Mumbai – 400 001 Mumbai – 400 051 Scrip Code: 544521 Symbol: VMSTMT ISIN: INE0SJA01013 Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) – Outcome of Board Meeting held on June 27th, 2026 Dear Sir/Madam, Pursuant to Regulation 30 of the Listing Regulations, we wish to inform you that after considering the recommendation and report of the Audit Committee and the Committee of Independent Directors, the Board of Directors of VMS TMT Limited (“VMS” / “Company” / “Transferee Company” / “Amalgamated Company”), at its meeting held today, on 27th June, 2026, has considered and approved a Scheme of Amalgamation (“Scheme”) for the merger of Aditya Ultra Steel Limited (“AUSL” / “Transferor Company” / “Amalgamating Company”) into VMS TMT Limited, and their respective shareholders and creditors, under Section 230 to 232 of the Companies Act, 2013(“Act”) and other applicable laws including the rules and regulations (“Proposed Transaction”). The Scheme is subject to the receipt of requisite approvals from the Securities and Exchange Board of India (“SEBI”), National Company Law Tribunal (“NCLT”), BSE Limited (“BSE”), National Stock Exchange of India Limited (“NSE”) and other statutory and regulatory authorities, and the respective shareholders and creditors, under applicable law. The information in connection with the Proposed Transaction pursuant to Regulation 30 of the Listing Regulations read with SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, is given in Annexure-I enclosed herewith. You are requested to kindly take the above on record. Thanking You, Yours faithfully, For, VMS TMT LIMITED Shikha Ranjan Company Secretary & Compliance Officer A38002 Annexure-I Amalgamation / Merger: Sr. Details of event that Information of such event No. needs to be provided (a) Name of the entity(ies) Transferor Company/ Amalgamating Company: forming part of the Aditya Ultra Steel Limited has total assets of INR 19,297.46 lakhs as on amalgamation / March 31, 2026, turnover (including other income) of INR 40,989.92 lakhs merger, details in brief for twelve months ended March 31, 2026 and net worth of INR 9,239.25 lakhs such as, size, turnover as on March 31, 2026. etc. Transferee Company/ Amalgamated Company: VMS TMT Limited has total assets of INR 51,941.16 lakhs as on March 31, 2026, turnover (includes other income) of INR 84,019.95 lakhs for twelve months ended March 31, 2026 and net worth of INR 22,813.28 lakhs as on March 31, 2026. (b) Whether the The Proposed Transaction does not fall within the purview of related party transaction would fall transactions in terms of General Circular No. 30/2014 dated July 17, 2014 within related party issued by the Ministry of Corporate Affairs since the same is subject to the transactions? If yes, sanction of the National Company Law Tribunal and provisions of Section whether the same is 188 of the Companies Act, 2013 are not applicable. done at “arms length” The consideration as set forth in the Proposed Transaction will be discharged on arm’s length basis. The share exchange ratio has been determined based on Valuation Report issued by Registered Valuer and supported by a fairness opinion by a SEBI registered merchant banker on such Valuation Report. The aforementioned valuation report and fairness opinion have duly been considered by the Audit Committee, Committee of Independent Director and Board of the respective Companies. (c) Area of business of the AUSL is engaged in the business of manufacturing of rolled steel products, entity(ies) primarily Thermo-Mechanically Treated (TMT) bars, under the brand name “KAY2” catering mainly to the construction industry and for infrastructure development. The Company manufactures TMT bars from billets through a reheating furnace and rolling mill, and has a history of more than thirteen (13) years in the TMT bar manufacturing industry. In addition to TMT bars, the Transferor Company is also engaged/ authorised to engage in the manufacturing and dealing of various other steel products, including angles, channels, circles, round bars, square bars, guddars, MS plates, rods, bars and flats, in all kinds and forms of steel, including alloy steel and other special steels, as well as iron, ferrous and non-ferrous metals. VMS is engaged/ authorised to engage in the manufacturing of TMT Bars under the brand name “KAMDHENU NXT”, a high-strength reinforcement steel widely used in the construction industry for its exceptional strength, ductility, and corrosion resistance. The Company also deals in scrap and binding wires, which are sold both within Gujarat and in other states. (d) Rationale for (i) Consolidation of Business Operations: Both the Transferor amalgamation / merger Company and Transferee Company are engaged in the manufacturing of TMT bars under the "Kamdhenu" brand. Under retail license agreements both dated November 7, 2022, with Kamdhenu Limited and its Group Companies, the Companies currently operate within distinct geographical territories within the State of Gujarat. The Amalgamated Company markets its TMT bars under the brand name "Kamdhenu NXT" on a non-exclusive basis across Gujarat, excluding the Saurashtra and Kutch districts. The Amalgamating Company, in turn, operates under the Kamdhenu brand specifically serving the Kutch and Saurashtra regions, and markets its TMT bars under the brand name of “KAY2” and “KAY2 XENOX”. The proposed Scheme of Amalgamation will consolidate these complementary business operations, bringing the entire State of Gujarat under a unified "Kamdhenu" brand presence. This integration will eliminate the current territorial fragmentation, enable a cohesive go-to- market strategy across Gujarat, and present a singular, stronger face to customers, distributors, and dealers. The combined distribution network - comprising VMS TMT's 3 distributors and 227 dealers and Aditya Ultra Steel's 1 distributor and 73 dealers - will create a more robust and extensive market reach. Further, both the Transferor Company and Transferee Company have invested in solar power generation facilities to support their manufacturing operations and captive energy requirements. The amalgamation will facilitate integrated management of these energy assets, leading to better resource utilization, operational efficiencies, cost optimization and strengthened support for the manufacturing operations of the Amalgamated Company. (ii) Enhanced Ability to Achieve Key Milestones under the Brand Licence Agreements: Both Companies have entered into respective retail license agreements with Kamdhenu Limited (and its group companies), for the sale of TMT bars under the Kamdhenu Brand. These agreements impose certain restrictions and obligations, including achieving minimum sales quotas, branding guidelines, packaging requirements, and royalty payment obligations. By consolidating into a single entity, the combined company will be better positioned to meet these obligations, and ensure compliance with the license agreement. (iii) Economies of Scale and Operational Synergies: The combined entity will benefit from economies of scale in procurement of raw materials, production, logistics, and distribution, thereby reducing overall costs and improving profit margins. Furthermore, the consolidation will allow for the optimization of manufacturing capacities across both facilities – VMS TMT's facility at Bhayla Village, Ahmedabad, with an annual installed capacity of 200,000 tonnes per annum, and Aditya Ultra Steel's facility at Wankaner, Rajkot, with an annual installed capacity of 108,000 tonnes per annum. (iv) Resource Optimization: The Board of both the Companies propos [Showing first 8,000 characters — download PDF for full document]