Scheme of Arrangement

E-Communication MSL/SEC/SE/2026-27 07 October 2026 BSE Limited National Stock Exchange of India Limited 25th Floor, P.J. Towers, Exchange Plaza, C-1, Block-G, Dalal Street, Mumbai-400001 Bandra - Kurla Complex Bandra (E), Mumbai-400051 Scrip Code: 500265 Scrip Code: MAHSEAMLES Sub.: Intimation under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) Dear Sir, In compliance with Regulation 30 of SEBI Listing Regulations, read with SEBI Master Circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, this is to inform you that the Board of Directors of the Company, at its meeting held today, basis the recommendations of the Audit Committee and Independent Directors, has approved a scheme of arrangement (“Scheme”) amongst Maharashtra Seamless Limited (“Demerged Company”/ “MSL”), MSL Seamless Tubes Limited (“Resulting Company 1”/“MSTL”) and United Seamless Limited (“Resulting Company 2”/“USL”) together called as “Resulting Companies” (wholly owned subsidiaries of MSL) and their respective shareholders and creditors (“Scheme”) with an Appointed Date of 01st October 2026 in compliance with the provisions of Sections 230 to 232 read with other applicable sections/ provisions, if any, of the Companies Act, 2013 and the rules framed thereunder and further subject to the requisite approvals and sanction of the jurisdictional bench of National Company Law Tribunal (“NCLT”) and also subject to the approval of the shareholders and / or creditors of MSL, Central Government, or such other competent authority or intermediaries or agencies etc., as may be directed by the NCLT. The Scheme, inter-alia, provides for: 1. Demerger of Demerged Undertaking 1 into MSL Seamless Tubes Limited 2. Demerger of Demerged Undertaking 2 into United Seamless Limited We enclose herewith the information (Annexure-1) pursuant to Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, in the prescribed format. We request you to take the above information on record. The above said board meeting commenced at 3:45 pm and concluded at 5:00 pm. Thanking You, Yours Truly, For Maharashtra Seamless Limited Ram Ji Nigam Company Secretary & Compliance Officer Encl: Annexure-1 Annexure-1 Disclosure of information pursuant to Regulation 30 of SEBI Listing Regulations, read with SEBI Master Circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 Details of the proposed composite scheme: Sl. Particulars Details 1. B rief details of the Demerged Undertaking 1: Seamless pipe manufacturing business of divisions to be the Demerged Company located at Mangaon, Maharashtra (125,000 demerged MTPA), captive solar power plant at Beed, Maharashtra (10 MW), along with the specified assets and liabilities of Demerged Undertaking 1. Demerged Undertaking 2: Seamless pipe manufacturing facility of the Demerged Company located at Narketpally, Telangana (200,000 MTPA), solar power plants at Khetusar (20 MW) & Pokhran (5MW) in Rajasthan, rig Jindal Explorer along with the specified assets and liabilities of Demerged Undertaking 2. 2. T urnover of the Particulars Operational Turnover Percentage (%) demerged division for FY 2025 - 26 and as percentage (Rs. crores) to the total turnover of the Demerged 793 16.98% listed entity in the Undertaking 1 immediately preceding financial Demerged 693 14.84% year / based on Undertaking 2 financials of the Remaining 3185 68.18% last financial year Total 4671 100.00% 3. R ationale for the proposed Please refer to Annexure A1 hereto. composite scheme 4. B rief details of In the case of the Company: NA change in shareholding In the case of MSL Seamless Tubes Limited (MSTL): Upon the pattern (if any) of Scheme becoming effective, the entire pre-Scheme equity share capital all entities of MSTL held by the Demerged Company as of date will stand cancelled and reduced and MSTL will issue and allot fully paid-up equity shares to the eligible shareholders of the Demerged Company, in accordance with the Scheme. Brief details of change in shareholding pattern of MSTL is provided below: Pre and post scheme (indicative) shareholding pattern of MSTL upon Demerger: Particulars Pre-Scheme Post Scheme* (Indicative) No. of Shareholding No. of Equity Shareholding Equity as % of Shares as % of Shares voting rights voting rights Promoter & 1,00,000 100% 1,88,40,507 70.3008% Promoter Group Public NA 79,59,343 29.6992% Total 1,00,000 100% 2,67,99,850 100.0000% *Subject to the provisions for fractional entitlement in terms of the Scheme In the case of United Seamless Limited (USL): Upon the Scheme becoming effective, the entire pre-Scheme equity share capital of USL held by the Demerged Company as of date will stand cancelled and reduced and USL will issue and allot fully paid-up equity shares to the eligible shareholders of the Demerged Company, in accordance with the Scheme. Brief details of change in shareholding pattern of USL is provided below: Pre and post scheme (indicative) shareholding pattern of USL upon Demerger: Particulars Pre-Scheme Post Scheme* (Indicative) No. of Shareholding No. of Equity Shareholding Equity as % of Shares as % of Shares voting rights voting rights Promoter & 1,00,000 100% 1,88,40,507 70.3008% Promoter Group Public NA 79,59,343 29.6992% Total 1,00,000 100% 2,67,99,850 100.0000% *Subject to the provisions for fractional entitlement in terms of the Scheme 5. I n case of cash There is no cash consideration being discharged under the Scheme. consideration – amount or Upon the Scheme becoming effective, in consideration of Demerger of Demerged Undertaking 1 into Resulting Company 1 and Demerger of otherwise share Demerged Undertaking 2 into Resulting Company 2, the Resulting exchange ratio Company l and the Resulting Company 2 shall issue shares to the shareholders of Demerged Company as on the Record Date (as defined in the Scheme) as follows: (i) 1 equity share of Resulting Company 1 of INR 5 each fully paid-up for every 5 equity shares of the Demerged Company of INR 5 each fully paid-up; and (ii) 1 equity share of Resulting Company 2 of INR 5 each fully paid-up for every 5 equity shares of the Demerged Company of INR 5 each fully paid-up. The above share exchange ratios shall ensure same proportionate shareholding structure of Resulting Company 1 and Resulting Company 2 with Demerged Company and hence Scheme shall be value neutral to the Demerged Company’s shareholders. 6. W hether listing Yes. The equity shares of MSTL and USL shall be listed and admitted to would be sought for trading on BSE and NSE pursuant to the Scheme subject to receipt of the resulting requisite approvals from statutory and regulatory authorities. entities Annexure A1 Rationale for the proposed demerger of the Demerged Undertaking 1 and Demerged Undertaking 2 of Maharashtra Seamless Limited (Demerged Company / Company) into MSL Seamless Tubes Limited (Resulting Company 1) and United Seamless Limited (Resulting Company 2) respectively The Demerged Company is engaged in multiple operational businesses undertakings. The said undertakings having distinct geographies, product profiles, technologies used, operational requirements, customer profile and base, market focus, logistics consideration, commercial considerations and growth opportunities. The Board of Directors has, after evaluating the nature, operational dynamics, technology platforms, customer segments, growth trajectories and capital requirements of the various businesses of the Demerged Company, considered it appropriate to reorganize the businesses through the proposed demerger and transfer of identified operational business undertakings into separate focused companies with same proportionate shareholding thereby ensuring that Scheme shall be value neutral to the Demerged Company’s shareholders. The proposed restr [Showing first 8,000 characters — download PDF for full document]