Jindal Saw Ltd. — M&A Activity 2022

Mar 16, 2022

JINDAL SAW LTD.

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Jini)•lL
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March 16, 2022

BSE Limited Corporate Relation Department 1st Floor, New Trading Ring Phiroze Jeejeebhoy Towers Da la I Street, Mumbai - 400 001 Stock code: 500378

National Stock Exchange of India Limited, Listing Department, Exchange Plaza, Rotunga Building Bandra Kurla Complex Bandra (East) Mumbai -400 051 Stock code: JINDALSAW

Sub.:- Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Approval of Composite scheme of Amalgamation.

Dear Sir,

This is with reference to the captioned subject, we wish to inform you that the Board of Directors in their meeting held today (i.e. 16th March, 2022), approved the Composite Scheme of Amalgamation 11)1 between Jindal Quality Tubular Limited, Subsidiary ("Transferor Company 1 Jindal Tubular (India) 11)1 Limited, Subsidiary ("Transferor Company 2 and Jindal Fittings Limited, Associate ("Transferor 11) Company 3 with Jindal Saw Limited ("Transferee Company") and their respective shareholders and creditors under sections 230-232 and other applicable provisions of the companies act, 2013 ("the Scheme").

The details of the Scheme as required under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015 are given in Annexure 'A' to this letter.

This is for your information and record.

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Thanking you, Yours faithfully, For Jindal Saw Limite \ � st-Company Secretary FCS- 3056

Encl: as above

Corporate Office: Jindal Centre, 12 Bhikaiji Cama Place, New Delhi-110066 • Phone: +91 (11) 26188360- 74, 26188345 Fax: +91 (11) 26170691 28, Shivaji Marg, Najafgarh Road, New Delhi-110015, INDIA• Phone: +91 (11) 6646 3544, 4502 1544 Regd. Office: A-1, UPSIDC, lndl. Area, Nandgaon Road, Kosi Kalan, Distt. Mathura (U.P.)- 281403 • Website: www.jindalsaw.com CIN: L27104UP1984PLC023979

Annexure·,,._���

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JINDAL SAW LTD.

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Details of the Scheme under Regulation 30 of the Listing Regulations read with the SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015

Sr.	Pariculars				Details
No.
(a)	Name of the entity(ies) forming				This Scheme is a Composite Scheme of Amalgamation
	part of the amalgamation/merger				involving:
					• Jindal Quality Tubular Limited	("Transferor
					Company 1")
					• Jindal Tubular (India) Limited	("Transferor
					Company 2")
					• Jindal Fittings Limited ("Transferor Company 3")
					• Jindal Saw Limited ("Transferee Company")
					Transferor Company 1, Transferor Company 2 and
					Transferor Company 3 are collectively	referred to
					hereinafter as"Transferor Companies".
(b)	Details in brief such	as,	size,		Total Assets of the Revenue Name
	turnover etc. based on the audited				from Entity
	financial statements	as		on	Operations
	December 31, 2021 of the entities				Rs. Jindal Quality Rs. 26.02	127.44
	involved in the Scheme are			as	crores Tubular Limited crores
	under:				Rs. Jindal Tubular Rs. 0.29	9.76
					crores (India) Limited crores
					Rs. 17.45 Fitings Rs. Jindal	110.63
					crores crores. Limited
					Saw Rs. 7,731.03 Rs. 14,148.31 Jindal
					crores crores Limited
(b)	Whether the transaction	would fall			No
	within related party transactions?
	If yes, whether the same	is done		at
	"arms length"
(c)	Area of business of the entity(ies)				a. The Transferor Company 1 is engaged in	the business
					of manufacturing and supplier of stainless-steel pipes
					and tubes which have application in oil&gas industr,
					pharma industry, power and nuclear industry,
					chemical&fertilizer industry, automobiles and food
					&beverages industry.
					b. The Transferor Company 2 is engaged in operating a
					pipe manufacturing and coating facility.
					c. The Transferor Company 3 is engaged in	the business
					of manufacturing and supplying of	Ductile Iron
					Fittings.
					d. The Transferee Company is primarily engaged in the
					business of manufacturing various types of pipes

A: t,.}Y_ l': Corporate Office: Jindall fegd. Office: A 21 i t:i ;� it'Va.l!Y.PSji MID• 1C, <: arg, BmInd!�Ntll{. . ajAn � !!\'� � �la aRoad, New Delhi-110015, INDIA• Phone: +91 (11) 6646 3544, 45021544 nPlace, New Delhi-110066 • Phone: +91 (11) 26188360- 74, 26188345 Faxdgaon Road, Kosi Kalan, Dist!. Mathura (U.P.) - 281403 • Website: www.jlnda: +91 (11) 26170691 lsaw.com [ r _A I .. �� )� CIN: L27104UP1984PLC023979

r	����-������� .�LTD. including 1arg diameter Submerged Arc Welded	����-������� .�LTD. including 1arg diameter Submerged Arc Welded
		(SAW) pipes, Ducti Iron pipes, stainless steel,
		seamless pipes, pellets and mining amoniothers.
(d)	Rationale for amalgamationI	The Rationale for the Composite Scheme of
	merger	Amalgamation is attached as annexure1.
(e)	In case of cash consideration -	Amalgamation of Transferor Company1intoand with
	amount or otherwise share	the Transferee Company:
	exchange ratio
		For every10,000(Ten Thousand) equity shares of face
		value of Rs.10/-(Rupees Ten only) each held in the
		'Transferor Company1'shall be issued4,055(Four
		Thousand Fifty-Five)8%non-cumulative redeemable
		preference shares of face value of Rs.100/-(Rupees One
		Hundred only) each as fully paid-up in the Transferee
		Company
		The Transferee Company, as on the date of the Fair
		Exchange Ratio Report, holds64,10,301equity shares of
		Rs.10/-each (constituting67%of total equity shares
		capital) and31,50,000preference shares of Rs.100/­
		each (constituting100%of total Preference share
		capital) in Transferor Company1.Upon the effective
		date, pursuant to amalgamation of the Transferor
		Company with the Transferee Company,64,10,301
		equity shares of Rs.10/-each and31,50,000preference
		shares of Rs.100/-each ofTransferor Company1held by
		the Transferee Company will be cancelled.
		Amalgamation of Transferor Company 2 intoand with
		the TransfereeCompany:
		The Transferor Company 2 is a wholly owned subsidiary
		of the Transferee Company and consequently no shares,
		preference or equity, will be issued by the Transferee
		Company upon its amalgamation.
		Amalgamation of Transferor Company 3 intoand with
		theTransferee Company:
		For every10,000(Ten Thousand) equity shares of face
		value of Rs.10/-(Rupees Ten only) each held in the
		'Transferor Company3'shall be issued1,018(One
		Thousand Eighteen)8%non-cumulative redeemable
		preference shares of face value Rs.100/-(Rupees One
		Hundred) each as fully paid-up in the Transferee
		Company.
		The Transferee Company, as on the date of the Fair
		Exchange Ratio Report, holds178,64,804equity shares
		of Rs.10/-(constituting45.95%of total equity shares)
		-110066 • Phone: +91 (11) 26188360 • 74, 26188345 Fax:+91 (11) 26170691
		110015, INDIA• Phone: +91 (11) 6646 3544, 45021544
		osiKalan, Dist!. Mathura (U.P.) • 281403 • Website: w.jindalsaw.com
		104UP198PLC023979

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		{constituting100%oftotIpr enceshares capital) in
		Transferor Company 3. Upon theef ect1ve date,
		pursuant to amalgamation of the Transferor Company
		with the Transferee Company,178,64,804equity shares
		of Rs.10/-and72,00,000preference shares of Rs.100/­
		each of Transferor Company 3 held by the Transferee
		Company will be cancelled.
		The consideration is in the form of issuance of
		Redeemable Preference Shares (RPS) by Jindal Saw
		Limited to the equity shareholders of Transferor
		Company1and Transferor Company 3, (other than Jindal
		Saw Ltd.). The issuance of such RPS shall be as per the
		share swap ratio. The equityIpreference shares of
		Transferor Companies held by Transferee Company shall
		stand cancelled.
{f)	Brief details of change in	There will be no change in equity shareholding of Jindal
	shareholding pattern {if any) of	Saw Limited as pursuant to the Scheme, Redeemable
	listed entity	Preference Shares as above, will be issued to the equity
		shareholders (other than Transferee Company) of
		Transferor Company1and Transferor Company 3.

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Corporate Office: Jindal Centre, 12 Bhikaiji Cama Place, New Delhi-110066 • Phone: +91 (11) 26166360 - 74, 26166345 Fax: +91 (11) 26170691 28, Shivaji Marg, Najafgarh Road, New Delhi-110015, INDIA• Phone: +91 (11) 6646 3544, 4502 1544 Regd. Office: A-1, UPSIDC, lndl. Area, Nandgaon Road, Kosi Kalan, Dist!. Mathura (U.P.) - 261403 • Website: www.jindalsaw.com CIN:L27104UP1984PLC023979

JINDAL SAW LTD.

Anne-xure-1

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RATIONALE OF THE COMPOSITE SCHEME OF AMALGAMATION

The Transferee Company is engaged in the business of SAW Pipes (Submerged Arc Welded Pipes) and spiral pipes for the energy transportation sector; carbon, alloy and seamless pipes and tubes for industrial applications; and pellets, mining & ductile iron (DI) pipes & fittings for water and wastewater transportation.

The Transferor Company 1 is engaged in the business of manufacturing and supplier of Stainless-Steel pipes and tubes which have application in oil & gas industry, pharma industry, power and nuclear industry, chemical & fertilizer industry, automobiles and food & beverages industry. The Transferor Company 1 is a subsidiary of the Transferee Company.

The Transferor Company 2 is engaged in operating a pipe manufacturing and coating facility and is a wholly owned subsidiary of the Transferee Company.

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The Transferor Company 3 is engaged in the business of manufacturing and supplying of Ductile Iron Fittings and is an associate company of the Transferee Company.

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The Transferee Company has also been actively involved in the business and operations of the Transferor Company 1 and 3 by virtue of an Operations, Maintenance and Management Agreement (OMM Agreement) entered with them. Under the OMM Agreement, the manufacturing facilities and the employees of these entities are wholly managed by the Transferee Company.

As stated above, the Transferee Company and the Transferor Companies are engaged in similar and allied business and there exists business and operational synergies in the amalgamation of the Transferor Companies with the Transferee Company. Thus, the Transferor Companies are desirous of consolidating their business under the Transferee Company which would enable the business to scale up and pursue growth opportunities in a more focused manner under the guidance and beacon of the same management.

The business of the Transferor Companies would also get access to the competitive advantage and the combined entity would be better equipped to the realize the benefit of greater synergy between their businesses related aspects like availability of raw material, distribution and marketing network, pooling of financial resources as well as managerial, technical and marketing resources.

Needless to mention, greater efficiency in cash & debt management and unfettered access to cash flow generation from combined business will maximize value to shareholders and other stakeholders. The Scheme will also result in:

1. Consolidation of the Transferor Companies with the Transferee Company would result in simplification of the holding structure;

2. Reduction in management overlaps and elimination of legal and regulatory compliances and associated costs due to operation of multiple entities;

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CIN:L27104UP1984PLC023979

JINDAL SAW LTD.

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Jini>AL
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1. Optimization of the allocated capital and availability of funds which can l:ie deployed mol"i efficiently to pursue the operational growth opportunities;

2. Consolidation of businesses under the Transferee Company, which would result in synergies, pooling of financial, managerial, technical and human resources, thereby creating stronger base for future growth and value accretion for the stakeholders;

3. Elimination of the need for the inter-company transactions between the Transferor Companies and Transferee Company;

4. Sharing of best practices & cross functional learnings; and

5. Creation of value for the stakeholders including the respective shareholders, customers, lenders and employees.

In view of the above advantages and benefits, the Board of Directors of each of the Transferor Companies and the Transferee Company have formulated this Scheme pursuant to the provisions of Sections 230-232 and other applicable provisions of the Act.

Further, the Board of Directors of each of the Transferor Companies and the Transferee Company are of the opinion that the Scheme would be beneficial to and in the best interest of the shareholders, creditors, employees, and other stakeholders of each of the Transferor Companies and Transferee Company,

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Corporate Office: Jindal Centre, 12 Bhikaiji Cama Place, New Delhi-110066 • Phone: +91 (11) 26188360- 74, 26188345 Fax: +91 (11) 26170691 28, Shivaji Marg, Najafgarh Road, New Delhi-110015, INDIA• Phone: +91 (11) 6646 3544, 4502 1544 Regd. Office: A-1, UPSIDC, lndl. Area, Nandgaon Road, Kasi Kalan, Dist!. Mathura (U.P.)-281403 • Website: www.jindalsaw.com CIN: L27104UP1984PLC023979