Please find attached herewith the outcome of the Board Meeting dated 29th September, 2026.

A SUBSIDIARY OF Date: 29.09.2026 BSE Limited, Corporate Relationship Department, Phiroze Jeejeebhoy Towers, Dalal Street, Fort,Mumbai-400001, Maharashtra Scrip Code – 532323 Subject: Outcome of the Board Meeting - 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 Shiva 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” or “the Company”) and JSW Cement Limited (“the Transferee Company” or “JCL”) 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 4:25 p.m.. Kindly take the same on record. Thanking you, Yours Faithfully, For Shiva Cement Limited Ishika Sharma Company Secretary & Compliance Officer SHIVA CEMENT LIMITED CIN L26942MH1985PLC470630 Registered Office address- Jindal Mansion, 5A, DR. G, Deshmukh Marg, Mumbai,400026, Maharashtra E-mail-id:corporate@shivacement.com| Phone (Off.): +91-2242861000| Website: www.shivacement.com A SUBSIDIARY OF Annexure 1 Other Restructuring A. Adjustment of accumulated debit balance in the Retained Earnings with the Securities Premium Account (“SPA”) of the Transferor Company # Details to be provided Information 1. D etails 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. Q uantitative and/ or With effect from the Appointed Date, and upon coming into effect of the Qualitative effect of Scheme, the balance of Retained Earnings and SPA in the books of restructuring Transferor Company is likely to be INR (133.92) crore and Nil respectively. 3. D etails of benefit, if any, to There shall be no consideration involved in respect of the aforesaid the promotor/ promotor reorganization of reserves of the Transferor Company. Thus, there will be group/ group companies from no benefit to any promoter/ promoter group/ group companies of the such proposed restructuring. Transferor Company. 4. B rief details of change in There would not be any impact on the shareholding pattern on account of shareholding pattern (if any) the above. of all entities SHIVA CEMENT LIMITED CIN L26942MH1985PLC470630 Registered Office address- Jindal Mansion, 5A, DR. G, Deshmukh Marg, Mumbai,400026, Maharashtra E-mail-id:corporate@shivacement.com| Phone (Off.): +91-2242861000| Website: www.shivacement.com A SUBSIDIARY OF Amalgamation/ Merger B. Amalgamation of Transferor Company into the Transferee Company # Details to be provided Information 5. N ame of the entity(ies) i. Transferor Company: forming part of the Shiva Cement Limited (‘SCL’) amalgamation/merger, details in brief such as, ii. Transferee Company: JSW Cement Limited (‘JCL’) size, turnover etc iii. JCL holds 66.23% of the paid-up equity share capital of SCL. iv. The paid-up share capital, net worth and turnover / revenue of the companies involved in the Scheme are as follows: INR in Crores Company Paid-up Turnover Net Worth Equity (FY 2025- (as on Share 26) March 31, Capital 2026) Transferee Company 1,363.36 5,995.28 7,029.47 (Standalone) Transferor Company 59.00 435.17 (30.08) (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 6. W hether the transaction Yes, the Transferor Company is a subsidiary of the Transferee Company and would fall within related as such the said Transferor Company is related party to the Transferee party transactions? If yes, Company. whether the same is done at ‘arm’s length’ However, in terms of the General Circular No. 30/2014 dated 17th July 2014, issued by the Ministry of Corporate Affairs (“MCA Circular”), the transactions arising out of compromises, arrangements and amalgamations under the Companies Act, 2013, will not attract requirements of Section 188 of the Companies Act, 2013. The proposed merger shall fall within the purview of related party transactions as defined under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the consideration to be discharged for the Scheme of amalgamation is determined by independent registered valuers on which a fairness opinion has SHIVA CEMENT LIMITED CIN L26942MH1985PLC470630 Registered Office address- Jindal Mansion, 5A, DR. G, Deshmukh Marg, Mumbai,400026, Maharashtra E-mail-id:corporate@shivacement.com| Phone (Off.): +91-2242861000| Website: www.shivacement.com A SUBSIDIARY OF been issued by an independent category 1 merchant banker, the transaction therefore is at arm’s length. 7. A rea of business of the JCL is a public limited company engaged in the business of manufacture and entity(ies) 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. 8. R ationale for The amalgamation of the Transferor Company with the Transferee Company amalgamation/ merger would have the following benefits: 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 int [Showing first 8,000 characters — download PDF for full document]