Scheme of Arrangement

Date: July 04, 2026 The Manager (Listing) The Manager (Listing) BSE Limited National Stock Exchange of India Limited 1st Floor, New Trading Ring, Exchange Plaza, C-1, Block G, Bandra Rotunda Building, P.J. Towers, Kurla Complex, Bandra (East), Mumbai- Dalal Street, Mumbai – 400 001 400051 Scrip Code: 544405 Symbol: BELRISE ISIN: INE894V01022 ISIN: INE894V01022 Subject: Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) Reference: Scheme of Amalgamation (Merger by Absorption) amongst Badve Autocomps Private Limited, Eximius Infra Tech Solutions Private Limited and Belrise Industries Limited (Company) and their respective shareholders under Sections 230 to 232 read with other applicable provisions of the Companies Act, 2013 Dear Sir/Madam, This is in continuation to our letter dated 31 January 2026 through which we had informed regarding the decision of the Board of Directors of the Company approving the proposed Scheme of Amalgamation amongst Badve Autocomps Private Limited, Eximius Infra Tech Solutions Private Limited and Belrise Industries Limited (Company) and their respective shareholders under Sections 230 to 232 read with other applicable provisions of the Companies Act, 2013 subject to the approval of the Stock Exchanges, Securities and Exchange Board of India, Shareholders and Creditors of the Company, Honourable National Company Law Tribunal, Mumbai Bench (NCLT), and such other statutory and regulatory approvals, as may be required. In the context, we wish to further inform that the Company has received Observation Letter in terms of Regulation 37 of the Listing Regulations from National Stock Exchange of India Limited and BSE Limited, both dated July 3, 2026, with ‘no adverse observations’. Copy of the said Observation Letter(s) is enclosed herewith. The same has also been uploaded on the website of the Company at weblink https://belriseindustries.com/investor-relation#Scheme. The Company shall abide by all the conditions given in the Observation Letter(s) and shall proceed with filing of the Scheme with the NCLT in due course. This said intimation will also be hosted on the Company’s website under the tab ‘Investor Relations’ at https://belriseindustries.com This is for your information as also for the information of your members and the public at large. Thanking you, Yours faithfully, For Belrise Industries Limited Shrikant Shankar Badve Managing Director DIN : 00295505 Encl: as above Ref: NSE/LIST/53487 July 03, 2026 The Company Secretary Belrise Industries Limited Dear Sir /Madam, Sub: Observation Letter for draft Scheme of Amalgamation (‘Merger by Absorption’) amongst Badve Autocomps Private Limited (BAPL), Eximius Infra Tech Solutions Private Limited (EIPL) and Belrise Industries Limited (BIL) and their respective shareholders under Sections 230 to 232 read with other applicable provisions of the Companies Act, 2013. We are in receipt of the captioned draft scheme filed by Belrise Industries Limited. Based on our letter reference no. NSE/LIST/53487 dated June 04, 2026, submitted to SEBI pursuant to SEBI Master Circular No - SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, and Regulation 94(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI vide its letter dated July 03, 2026, has inter alia given the following comment(s) on the draft scheme of arrangement: a) The Company shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the listed entity, its promoters and directors, before Hon’ble NCLT and shareholders, while seeking approval of the scheme. b) The Company shall ensure that additional information, if any, submitted by the listed entity 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. c) 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 and ensure that all the liabilities of Transferor Company are transferred to Transferee Company. d) 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. e) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not older than 6 months old. This Document is Digitally Signed Signer: KHYATI NANDAN VIDWANS Date: Fri, Jul 3, 2026 17:37:06 IST Location: NSE Non-Confidential Continuation Sheet Ref: NSE/LIST/53487 July 03, 2026 f) The Company shall ensure that the details of the proposed scheme under consideration as provided by the listed entity to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders. g) 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. h) The Company shall ensure that the “Scheme” shall be acted upon subject to the listed entity complying with the relevant clauses mentioned in the scheme document. i) 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. j) The Company shall ensure that the observations of SEBI/Stock exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT. k) 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. l) The Company to 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. Details of assets, liabilities, net worth and revenue of the companies involved, pre and post scheme. ii. Impact of scheme on revenue generating capacity of BIL. iii. Need and Rationale of the scheme, Synergies of business of the companies involved in the scheme, Impact of the scheme on the shareholders and cost benefit analysis of the scheme. iv. Value of assets and liabilities of BAPL, EIPL that are being transferred to BIL. v. Details/ facts about the basis of valuation including projections considered for valuation of BAPL, EIPL and BIL along with justification for growth rate considered and the impact of proposed QIP on the share exchange ratio; vi. Latest financials of BAPL, EIPL and BIL should be updated on the Website and same also to be disclosed in the explanatory statement. vii. Revised shareholding pattern of BAPL, EIPL and BIL Pre and Post-Merger. viii. Pre and Post scheme shareholding of BAPL, EIPL and BIL as on the date of notice of Shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders. This Document is Digitally Signed Signer: KHYATI NANDAN VIDWANS Date: Fri, Jul 3, 2026 17:37:06 IST Location: NSE Non-Confidential Continuation Sheet Ref: NSE/LIST/53487 July 03, 2026 ix. Disclose all pending actions against the entities involved in the scheme its promoters/directors/KMPs and possible impact of the same on the Transferee Company to t [Showing first 8,000 characters — download PDF for full document]