Usha Martin Ltd. — Board/Management Information 2024

Feb 6, 2024

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Date : 6[th] February 2024

The Secretary The Manager Societe de la Bourse de Luxembourg The BSE Limited National Stock Exchange 35A Bouleverd Joseph II Phiroze Jeejeebhoy Towers, of India Ltd L-1840, Luxembourg Dalal Street Exchange Plaza, 5th Floor, [Scrip Code: US9173002042] Mumbai – 400 001 Plot No.C/1, G Block, [Scrip Code:517146] Bandra Kurla Complex, Bandra Mumbai – 400 051 [Scrip Code: USHAMART]

Dear Sir / Madam,

Sub : Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’)

Pursuant to Regulation 30 of the SEBI Listing Regulations, we hereby inform you that the Board of Directors of the Company at its Meeting held today, i.e. 6th February 2024, subject to the approval of the Shareholders of the Company, has interalia, considered and approved the amendment of the Memorandum of Association (hereinafter referred as ‘MOA’) and Articles of Association (hereinafter referred as ‘AOA’) of the Company.

In accordance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13th July 2023 “Annexure-A” is enclosed herewith.

The board meeting commenced at 11:45 A.M IST and concluded at 1:00 P.M IST.

Kindly take note of the above information on your record.

Thanking you,

Yours faithfully, For Usha Martin Limited

SHAMPA Digitally signed by SHAMPA GHOSH RAY GHOSH RAY

Shampa Ghosh Ray Company Secretary

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Annexure-A
S. No. Reason for Change
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**Annexure-A **	**Annexure-A **
S. No. Reason for Change
1. 2. 3. 4.	There was a need to amend the existing MOA of the Company with a view to rationalise the Object Clause in the MOA to enable the Company to tap emerging business opportunities and undertake allied activities to augment the business based on prevailing socio-economic conditions and fast changing dynamic business environment from time to time. The Board of Directors at its Meeting held today (i.e.6thFebruary 2024) approved the amended MOA, subject to the approval of the Members of the Company,for adoption in substitution, and to the entire exclusion, of the clauses contained in the existing MOA. In the last few years, the Securities and Exchange Board of India (‘SEBI’) has brought about several amendments in various regulations including Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. Additionally, there have been several amendments in the Companies Act 2013 (‘Act’) and Rules made thereunder by Ministry of corporate Affairs, New Delhi (“MCA’). Therefore, it was necessary toadopt a new set of AOAof the Company to re-alignthe Company’s internal management and policies with the dynamic and evolving regulatory and legal framework, brought about by both the MCA and SEBI. During this exercise of amendment of existing articles and insertion of certain new articles, chronological serial numbers of the articles of the AOA have also been changed and renumbered where necessary. The Board of Directors at its Meeting held today (i.e.6thFebruary 2024) approved the amended AOA, subject to the approval of the Members of the Company,for adoption in substitution, and to the entire exclusion, of the clauses contained in the existing AOA.