Scheme of Arrangement

September 29, 2026 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Dalal Street, Fort, Bandra Kurla Complex, Bandra (E), Mumbai 400 001, Mumbai - 400 051 Maharashtra, India Maharashtra, India Scrip Code: 544480 Symbol: JSWCEMENT Ref.: Regulation 30 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Subject: Outcome of the Board Meeting of JSW Cement held on September 29, 2026 - Approving Scheme of Arrangement Dear Sir /Madam, Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (the "Listing Regulations"), we wish to inform the Stock Exchange(s) that the Board of Directors (the "Board") of JSW Cement Limited (the "Company") at its meeting held on September 29, 2026, has ,inter alia, subject to approval of the shareholders of the Company, considered and approved the Scheme of Arrangement between Shiva Cement Limited (“SCL” or “the Transferor Company”) and JSW Cement Limited (“the Transferee Company” or “JCL” or “the Company”) and their respective shareholders under Sections 230-232 read with Section 52 and Section 66 and other applicable provisions of the Companies Act, 2013 (“the Scheme”) involving the following:- i. Amalgamation of Shiva Cement Limited (“SCL” or “the Transferor Company”) with JSW Cement Limited (the ‘Transferee Company’ or ‘JCL’) ii. Reorganization of Reserves of the Transferor Company and the Transferee Company. iii. Various other matters consequential or otherwise integrally connected herewith. The Scheme is subject to necessary statutory and regulatory approvals including the approval of Hon’ble National Company Law Tribunal, Mumbai Bench. The additional information required to be disclosed pursuant to Regulation 30 of Listing Regulations read with Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, is enclosed as Annexure 1. Further, the Company will file the Scheme with the Stock Exchange(s) pursuant to the provisions of Regulation 37 of the Listing Regulations. The Board Meeting commenced at 3:30 p.m. and concluded at 04:29 p.m. Kindly take the same on record. Thanking you, Yours faithfully, For JSW Cement Limited Sneha Bindra Company Secretary & Compliance Officer Encl.: As above Annexure 1 Other Restructuring A. Adjustment of accumulated debit balance in the Retained Earnings with the Securities Premium Account (“SPA”) of the Transferor Company. Sr. Details to be provided Information 1. Details and reasons for Details of Restructuring: Restructuring Reorganization of reserves of the Transferor Company, whereby opening debit balance of the Retained Earnings appearing in the books of accounts of the Transferor Company as on the Appointed Date, representing accumulated losses of the Transferor Company shall be adjusted against the opening credit balance of SPA of the Transferor Company as on the Appointed Date, to the extent of balance available in the said SPA. Reasons for Restructuring: The reorganization of reserves shall result in the right sizing of the financial statement of the Transferor Company which will reflect its true and fair financial position. 2. Quantitative and/ or With effect from the Appointed Date, and upon coming into effect Qualitative effect of of the Scheme, the debit balance of Retained Earnings and SPA in restructuring the books of Transferor Company is likely to be INR (133.92) crore and Nil respectively. 3. Details of benefit, if any, There shall be no consideration involved in respect of the to the promotor/ promotor aforesaid reorganization of reserves of the Transferor Company. group/ group companies Thus, there will be no benefit to any promoter/ promoter group/ from such proposed group companies of the Transferor Company. restructuring. 4. Brief details of change in There would not be any impact on the shareholding pattern on shareholding pattern (if account of the above. any) of all entities Amalgamation/ Merger B. Amalgamation of Transferor Company into the Transferee Company Sr. Details to be Information No. provided 1. Name of the i. Transferor Company: entity(ies) forming Shiva Cement Limited (‘SCL’) part of the ii. Transferee Company: amalgamation/merg JSW Cement Limited (‘JCL’) er, details in brief iii. JCL holds 66.23% of the paid-up equity share capital of SCL. such as, size, iv. The paid-up share capital, net worth and turnover / revenue of the turnover etc. companies involved in the Scheme are as follows: INR in Crores Company Paid-up Turnover Net Worth Equity Share (FY 2025-26) (as on Capital March 31, 2026) Transferee 1,363.36 5,995.28 7,029.47 Company (Standalone) Transferor 159.00 435.17 (30.08) Company (Standalone) v. The entire paid-up Optionally Convertible Cumulative Redeemable Preference Share Capital of 1,00,00,000 shares of the Transferor Company of INR 100,00,00,000 (face value of INR 100 each) is held by the Transferee Company. vi. Appointed Date: April 01, 2026 2. Whether the Yes, the Transferor Company is a subsidiary of the Transferee Company transaction would and as such the said Transferor Company is related party to the fall within related Transferee Company. party transactions? If yes, whether the However, in terms of the General Circular No. 30/2014 dated 17th July same is done at 2014, issued by the Ministry of Corporate Affairs (“MCA Circular”), the ‘arm’s length’ transactions arising out of compromises, arrangements and Sr. Details to be Information No. provided amalgamations under the Companies Act, 2013, will not attract requirements of Section 188 of the Companies Act, 2013. Since it is an amalgamation of subsidiary with its holding company, it is a related party transaction as per Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Additionally, the consideration to be discharged for the Scheme of amalgamation is determined by independent registered valuers on which a fairness opinion has been issued by an independent category 1 merchant banker, the transaction therefore is at arm’s length. 3. Area of business of JCL is a public limited company engaged in the business of manufacture the entity(ies) and sale of cement, ground granulated blast furnace slag and clinker and trading of allied products. SCL is a public limited company which is engaged in the business of manufacture and sale of cement, clinker and trading of allied products. 4. Rationale for The amalgamation of the Transferor Company with the Transferee amalgamation/ Company would have the following benefits: merger Synergies in business: The Parties are engaged in similar and/ or complementary businesses and their proposed amalgamation pursuant to this Scheme will create synergies between their businesses, including by pooling of their financial, managerial, technical, distribution, marketing and other resources. The proposed amalgamation is expected to, inter- alia, result in reduction in costs, better alignment, coordination and streamlining of day-to-day operations of the units. Optimization of raw material procurement: The Transferor Company is engaged in clinker manufacturing, which is a key raw material in manufacturing of cement. The Transferor Company has a clinker manufacturing facility at Sundargarh, Odisha, having a capacity of 1.32 mtpa. The proposed amalgamation will result in backward integration of clinker manufacturing with the Transferee Company’s cement manufacturing business. The internal availability of clinker is expected to reduce dependence on external procurement, improve supply‑chain efficiency, and result in cost savings by avoiding third‑party purchases and associated mark‑ups. Sr. Details to be Information No. provided Financial Synergies: The proposed amalgamation will lead to greater ability of the consolidated entity to acc [Showing first 8,000 characters — download PDF for full document]