Amalgamation/Merger

To, To, National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, Block G, Bandra Kurla P. J. Towers, Dalal Street, Complex, Fort, Mumbai – 400001. Bandra (E), Mumbai – 400051. Kind attention: Listing Dept. Kind attention: Department of Corporate Services. NSE Symbol: MARKOLINES BSE Scrip ID: 543364, BSE Script Code: MARKOLINES Subject: Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Receipt of Observation Letter with ‘no adverse objection’ from BSE Limited and National Stock Exchange of India Limited on the Scheme of Amalgamation Dear Sir/Madam, Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform you that the Company has received an Observation Letter with ‘No adverse observations’ / ‘No objection’ from BSE Limited and National Stock Exchange of India Limited ("NSE") in respect of the proposed Scheme of Amalgamation (‘Scheme’) of Markolines Infra Limited (“Transferor Company”) with and into Markolines Pavement Technologies Limited (“Transferee Company”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The Observation Letters has been issued pursuant to Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 BSE Limited and the National Stock Exchange of India Limited (“NSE”) have, inter alia, conveyed their “No Objection” to the Company for filing the Scheme with the Hon’ble National Company Law Tribunal (“NCLT”), subject to compliance with the observations, conditions and requirements specified in the respective Observation Letters. The Company shall duly comply with all the observations and conditions stipulated in the Observation Letter, applicable provisions of the SEBI (LODR) Regulations, 2015, the SEBI Master Circular, the Companies Act, 2013 and other applicable laws while pursuing the Scheme before the Hon'ble NCLT and implementing the Scheme. In accordance with the aforesaid Observation Letters, a Copies of the Observation Letters are enclosed herewith and are also available on the website of the Company. You are requested to kindly take the same on record. Registered Office: 502, Wing-A, Shree Nand Dham, Sector 11, CBD Belapur, Navi Mumbai 400614 Maharashtra, India Corporate Office: 6th Floor, Wing-A, Shree Nand Dham, Sector 11, CBD Belapur, Navi Mumbai 400614 Maharashtra, India +91 22 6266 1111 Info@markolines.com www.markolines.com CIN: L99999MH2002PLC156371 (Formerly Markolines Traffic Controls Ltd.) Thanking you, Yours faithfully, For Markolines Pavement Technologies Limited Mr. Sanjay Patil Chairman & Managing Director DIN:00229052 Date: August 18,2026 Registered Office: 502, Wing-A, Shree Nand Dham, Sector 11, CBD Belapur, Navi Mumbai 400614 Maharashtra, India Corporate Office: 6th Floor, Wing-A, Shree Nand Dham, Sector 11, CBD Belapur, Navi Mumbai 400614 Maharashtra, India +91 22 6266 1111 Info@markolines.com www.markolines.com CIN: L99999MH2002PLC156371 (Formerly Markolines Traffic Controls Ltd.) Ref: NSE/LIST/54312 August 17, 2026 Company Secretary, Markolines Pavement Technologies Limited Dear Sir/Madam, Sub: Observation Letter for draft Scheme of Amalgamation between Markolines Infra Limited (Transferor Company) and Markolines Pavement Technologies Limited (Transferee Company) and their respective shareholders and creditors under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with applicable rules made thereunder. We are in receipt of the captioned draft scheme filed by Markolines Pavement Technologies Limited. Based on our letter reference no. NSE/LIST/54312 dated June 29, 2026, submitted to SEBI pursuant to SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, Regulation 37 and 94 (2) and Regulation 94A (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI vide its letter dated August 14, 2026, has inter alia given the following comment(s) on the draft scheme of arrangement: a. The Company shall ensure that the proposed Scheme of Arrangement shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. b. The Company shall ensure that the Company discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before the Hon’ble National Company Law Tribunal (“the NCLT”) and shareholders, while seeking approval of the scheme. c. The Company shall ensure that additional information, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the websites of the listed company and the stock exchanges. d. The Company shall ensure compliance with the SEBI circulars issued from time to time. The entities involved in the Scheme shall duly comply with various provisions of the Master Circular(s) issued on June 20, 2023, and ensure that all the liabilities of Transferor Company are transferred to Transferee Company. This Document is Digitally Signed Signer: SAILI MOHAN KAMBLE Non-Confidential Date: Mon, Aug 17, 2026 18:07:32 IST Location: NSE Continuation Sheet Ref: NSE/LIST/54312 August 17, 2026 e. The Company shall ensure that the information pertaining to all the Unlisted Companies, if any, involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval, if applicable. f. The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old, if applicable. g. The Company shall ensure that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders. h. The Company shall ensure that the proposed equity shares, if any, to be issued in terms of the “Scheme” shall mandatorily be in demat form only. i. The Company shall ensure that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document. j. The entities involved in the proposed scheme shall not make any changes in the draft scheme subsequent to filing the draft scheme with SEBI by the Stock Exchange(s). k. The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI. l. The Company shall ensure that the observations of SEBI/Stock exchanges shall be incorporated in the petition to be filed before the NCLT and the company is obliged to bring the observations to the notice of the NCLT. m. The Company shall ensure to comply with all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme. n. The Company shall ensure that the following additional disclosure to the public shareholders as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013, to enable them to take an informed decision – i. Small explanation of the scheme. This Document is Digitally Signed Signer: SAILI MOHAN KAMBLE Date: Mon, Aug 17, 2026 18:07:32 IST Location: NSE Non-C onfidential Continuation Sheet Ref: NSE/LIST/54312 August 17, 2026 ii. Need for the amalgamation, rationale of the scheme, synergies of business o [Showing first 8,000 characters — download PDF for full document]