Usha Martin Ltd. — Capital/Financing Update 2021

May 20, 2021

Date: 20th May 2021

The Secretary National Stock Exchange of India Ltd Exchange Plaza, 5th Floor, Plot No.C/1, G Block, Bandra Kurla Complex, Bandra (E) Mumbai – 400 051 [Scrip Code: USHAMART]

The Secretary The BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street Mumbai – 400 001 [Scrip Code:517146] Societe de la Bourse de Luxembourg 35A Bouleverd Joseph II L-1840, Luxembourg [Scrip Code: US9173002042]

Dear Sirs,

SUB: Intimation of the outcome of the meeting of the Board of Directors of Usha Martin Limited ("Company") held on 20th May 2021 and disclosures under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended ("Listing Regulations") read with sub para 1.5 of Para A.1. of Annexure I of Circular bearing number CIR/CFD/CMD/4/2015 dated September 09, 2015 issued by Securities and Exchange Board of India

The Board of Directors of the Company ("Board") at their meeting held today approved the Scheme of Arrangement between the Company and its shareholders under Section 230 and other applicable provisions of the Companies Act, 2013 ("Act") ("Scheme") which provides for reduction and reorganization of capital of the Company with effect from the Appointed Date (as defined in the Scheme).

In terms of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9 September 2015, we are furnishing herewith the requisite details in Annexure A hereto.

The Scheme as approved by the Board would be available on the website of the Company post filing of the same with stock exchanges. The Board's approval of the Scheme as aforesaid is subject to necessary approvals by the stock exchanges, SEBI, shareholders of the company, Kolkata Bench of National Company Law Tribunal and such other statutory and regulatory approvals as may be required.

Yours faithfully, For Usha Martin Limited

Shampa Ghosh Ray Company Secretary

Encl: as above

Annexure A

Sr.No.	Particulars	Details
1.	Details and reasons for restructuring	Details:The Scheme provides for reduction and reorganization ofthe capital of the Company.
		Reasons for restructuring:
		oThe Company has suffered substantial losses duringthe pastfew years.
		oThe Company sold its steel business undertakingduring the financial year 2019-20 and deleverageditsbalance sheet substantially.
		oThe Company has generated profits in the financialyears ended 31 March 2020and 31 March 2021.
		oAs per the audited financial statements of theCompany on 31 March 2021, the Company continuesto carry a negative balance of retained earnings,whileit hasunutilized balances lying under various reserves.
		oDespite consistent profitability, the financial statementsof the Company are not reflective of its true currentfinancial health and therefore, it is necessary to reduceand reorganize the capital of theCompany.
		oThe proposed reduction and reorganization of capitalis in the interest of the Company and its shareholders,creditors and all concerned
2.	Quantitative and/ or qualitative effect ofrestructuring	Pursuant to Scheme, negative balance of the RetainedEarnings (as defined in the Scheme) of the Company ason the Appointed Date will be adjusted against its identifiedreserves.
		Upon the Scheme becoming effective, the negativebalance of the Retained Earnings shall stand at NIL.
		Thereis no outflow of cash from the Company on accountof the Scheme.

		The Scheme will not have any adverse impact on theinterests of the shareholders, creditors or stakeholders ofthe Company.
3.	Details of benefit, if any, to thepromoter/promoter group/groupcompanies from such proposedrestructuring	The Scheme contemplates reduction and reorganization ofcapital of the Company. Pursuant to the Scheme, noconsideration is proposed to be issued to the shareholders(promoter or public) and hence, there will be no alterationin the rights of any shareholder(promoter or public).No specific benefit is derived by the promoter / promotergroupof the Company pursuant to the Scheme.
4.	Brief details of change in shareholdingpattern (if any) of all entities	Pursuant to the Scheme,there shall be no change in theshareholding pattern of the Company.