The Board of Directors (the "Board") of JTL Infra Limited (JTLIL) at its meeting held on August 18, 2021 has approved the Scheme of Arrangement for Amalgamation of Chetan Industries Limited ("Transferor Company") with JTL Infra Limited ("Transferee Company") on a going concern basis and immediately thereupon, under Section 230 - 232 of the Companies Act, 2013. The above Scheme of Arrangement shall be subject to the approval of National Company Law Tribunal (NCLT) of relevant jurisdiction, Securities Exchange Board of India (SEBI), BSE Limited, Metropolitan Stock Exchange of India ("Stock Exchanges"), Shareholders and Creditors of both the Companies. Chetan Industries Limited is engaged in business of manufacturing Steel Pipes & Tubes, hollow sections and structural steel that are extensively used in major engineering and construction projects, in addition the company has in-house HR coils manufacturing plant, making it a fully integrated Steel Pipes & Tubes manufacturing unit. JTLIL produces Black & Galvanized ERW Steel Pipes & Tubes, hollow sections and solar and other structurals that are extensively used in major engineering and construction projects. The group caters to the domestic Indian markets as well as the overseas export markets. JTLIL has been recognized as Star Export House by the Government of India. JTLIL offers a wide range of integrated tube and steel pipe solutions embracing standard tubes & pipes. Rationale for Amalgamation / Merger: The Transferor Company and Transferee Company are engaged in similar nature of business hence, the amalgamation of Chetan Industries Limited ("Transferor Company") with the JTL Infra Limited ("Transferee Company") will strengthen the balance sheet of the Transferee Company and shall create a larger and stronger entity, which will have better resources for business growth and expansion. The scheme of arrangement shall provide a running and profitable business to the Transferee Company which has growth potential and shall also provide the shareholders of Transferor Company liquidity through listing and hence there is significant synergy for consolidation of both the entities. - The independent operations of the Transferor Company and Transferee Company leads to incurrence of significant costs and the amalgamation would enable economies of scale by attaining critical mass and achieving cost saving. The amalgamation will thus eliminate a multi-layered structure and reduce managerial overlaps, which are necessarily involved in running multiple entities and also prevent cost duplication that can erode financial efficiencies of a holding structure and the resultant operations would be substantially cost-efficient. This Scheme would result in simplified corporate structure of the Transferee Company and its businesses, thereby leading to more efficient utilization of capital and creation of a consolidated base for future growth of the Transferee Company. - The Amalgamation of Transferor Company with Transferee Company shall result in multiple manufacturing facilities under single entity which enables Transferee Company to make production planning in more efficient manner, thereby reducing wastages, improves input-output ratio (yield factor) and shorter lead time. - The Amalgamation of Transferor Company with Transferee Company will add an advantage of Multi-location production facilities, reduce freight cost, easily availability of finished goods in the marketplaces in their respective geographies which will give better and almost real time business intelligence, improve products competitiveness and acceptance amongst the targeted customers. - The amalgamation will contribute in furthering and fulfilling the objectives and business strategies of both the companies thereby accelerating growth, expansion and development of the respective businesses through the Transferee Company. The amalgamation will thus enable further expansion of the Transferee Company and provide a strong and focused base to undertake the business more advantageously. Further, this arrangement would bring concentrated management focus, integration, streamlining of the management structure, seamless implementation of policy changes and shall also help enhance the efficiency and control of the Transferor Companies and Transferee Company. - The synergies created by scheme of arrangement would increase operational efficiency and integrate business functions. - The proposed arrangement will provide greater integration and flexibility to the Transferee Company and strengthen its position in the industry, in terms of the asset base, revenues, product and service range. The transferee company, without further application, act or deed shall issue and allot to each of the shareholders of the "Transferor Company" shares in proportion of 103 (One Hundred Three) Equity Shares of Face Value Rs. 2/-(Rupees Two) each in the Transferee Company for every 100 (Hundred) Equity Shares of face value of Re.1 (Rupees One) each held by them in the "Transferor Company" pursuant to this Scheme of Amalgamation. Post the above merger / amalgamation, the promoters stake in JTLIL will be at 51,161,778 equity shares or 62.32% and the non-promoters stake will be at 30,930,150 equity shares or 37.68%. Shares of JTL INFRA LIMITED was last trading in BSE at Rs. 781.95 as compared to the previous close of Rs. 720.45. The total number of shares traded during the day was 27266 in over 660 trades. The stock hit an intraday high of Rs. 788.3 and intraday low of 725. The net turnover during the day was Rs. 20858982.

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