Amalgamation/Merger

JSWSL: MUM: SEC: SE: 2026-27/10/07 October 17, 2026 1. National Stock Exchange of India Ltd. 2. BSE Limited Exchange Plaza Corporate Relationship Dept. Plot No. C/1, G Block, Bandra – Kurla Phiroze Jeejeebhoy Towers Complex, Bandra (E), Mumbai – 400 051 Dalal Street, Mumbai – 400 001. NSE Symbol: JSWSTEEL Scrip Code No.500228 Kind Attn.: Listing Dept Kind Attn: Listing Dept Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Order of Hon’ble National Company Law Tribunal sanctioning the Scheme of Amalgamation of Piombino Steel Limited with JSW Steel Limited and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 Dear Sir / Madam, This is in continuation to our previous intimation dated July 30, 2026, in relation to the Scheme of Amalgamation of Piombino Steel Limited (“Transferor Company”) with JSW Steel Limited (“Transferee Company” or “Company”) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”). Please note that the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) on October 16, 2026, has pronounced the order sanctioning the Scheme. The order approving the Scheme is available on the NCLT website at https://nclt.gov.in/, a copy of which is also enclosed herewith. The Scheme shall become effective once the certified order of the Hon’ble NCLT is filed by all the above mentioned companies with the Registrar of Companies, Mumbai. We shall intimate the Stock Exchange(s) about the effective date of the Scheme. This is for your information and records. Thanking you, Yours faithfully, For JSW Steel Limited Manoj Prasad Singh Company Secretary (in the interim capacity) Encl.: As above IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I C.P.(CAA)/134(MB)2026 C.A.(CAA)/117(MB)2025 In the matter of the Companies Act, 2013; In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Amalgamation and Amalgamations) Rules, 2016; in the matter of Scheme of Amalgamation of Piombino Steel Limited with JSW Steel Limited and their respective shareholders. Piombino Steel Limited, Corporate Identity Number : U27320MH2018PLC374653, registered office at 6th Floor, Grande Palladium, 175, CST Road, Kolivery Village, MMRD Area, Kalina, Santacruz East, Mumbai - 400098, Maharashtra, India ....... First Petitioner Company/ Transferor Company JSW Steel Limited Corporate Identity Number: L27102MH1994PLC152925 JSW Centre, Bandra Kurla Complex Bandra (East), Mumbai - 400051, Maharashtra, India ...... Second Petitioner Company/ Transferee Company IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I C.P.(CAA)/134 (MB) 2026 IN C.A.(CAA)/117 (MB) 2026 And their respective shareholders and creditors. [collectively referred to as the “Applicant Companies”] Order Pronounced on 16.10.2026 Coram : Shri. Prabhat Kumar Shri Sushil Mahadeorao Kochey Hon’ble Member (Technical) Hon’ble Member (Judicial) Appearances : For the Applicant(s) : Sr. Adv. Gaurav Joshi a/w Adv. Rushubh Gala, Adv. Palak V., Adv. Kashvi and Adv. J. Suresh For the Regional Director : Ms. Gaurav Jaiswal, Company Prosecutor For the Income Tax Department : Adv. Jaina Shah and Adv. Mahesh Rajpopat ORDER 1. The present petition seeks sanction of the Composite Scheme of Amalgamation of Piombino Steel Limited (‘First Petitioner Company’ or ‘Transferor Company’) with JSW Steel Limited (‘Second Petitioner Company’ or ‘Transferee Company’) and their respective shareholders and creditors (‘Scheme’) from this Tribunal under Sections 230 to 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 2. Piombino Steel Limited (“First Petitioner Company” or “Transferor Company”) (CIN: U27320MH2018PLC374653) was incorporated on 21 September 2018 under the Companies Act, 2013, with the Registrar of Companies, Mumbai. Its equity shares are not listed on any recognised stock exchange in India. The company’s registered office was shifted from the National Capital Territory of Delhi to the State of Maharashtra, with IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I C.P.(CAA)/134 (MB) 2026 IN C.A.(CAA)/117 (MB) 2026 the approval of the Regional Director, Northern Region, New Delhi, by order dated 20 December 2021. The First Petitioner Company has an authorised share capital of Rs. 17000,00,00,000/- and a paid-up share capital of Rs. 5877,36,40,000/-. It is engaged in buying, selling, trading, and otherwise dealing in steel and allied products, iron ore, coal, coke, brick-earth, ores, minerals and mineral substances, alloys, and metal scrap of all kinds. 3. JSW Steel Limited (“Second Petitioner Company” or “Transferee”), bearing Corporate Identity Number (CIN) L27102MH1994PLC152925, was incorporated on March 15, 1994, under the Companies Act, 1956, as ‘Jindal Vijayanagar Steel Limited’ with the Registrar of Companies, Bangalore. The Second Petitioner Company’s name was later changed to ‘JSW Steel Limited’, and the Registrar of Companies, Mumbai, Maharashtra, issued a certificate of incorporation consequent upon the change of name on June 16, 2005. Its equity shares are listed on BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) (collectively, the “Stock Exchanges”). The NCDs (as defined in the Scheme) issued by the Second Petitioner Company are listed on BSE. The registered office was shifted from Karnataka to Maharashtra, with approval from the Registrar of Companies, Karnataka, and the Registrar of Companies, Maharashtra, by order dated April 26, 2005. The Second Petitioner Company’s authorised share capital is Rs. 10980,00,00,000/-, and its paid-up share capital is Rs. 244,54,53,966/-. The company is primarily engaged in producing and selling steel and allied products in India and other global markets. 4. The Board of Directors of the Applicant Companies in their respective Board Meetings held on 03 December 2025 have approved the Scheme of Amalgamation by passing resolutions. 5. The Appointed Date fixed under the Scheme is 01st January 2026. IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I C.P.(CAA)/134 (MB) 2026 IN C.A.(CAA)/117 (MB) 2026 6. It is submitted that the Company Petition has been filed in consonance with the Order passed in the C.A.(CAA)117/MB/2026 of the Tribunal on 02 July 2026 and the Applicant Companies have complied with all the requirements of filing the affidavits and sending notices as per directions of the Tribunal. 7. The Rationale for the Scheme of Amalgamation of the Applicant Companies is as follows: The Parties operate in similar lines of business. The amalgamation of the Transferor Company with the Transferee Company will result in the following benefits: (a) The merger ensures better alignment of the Transferee Company’s long-term strategic interests by enabling it to directly hold the investment in Bhushan Power and Steel Limited (‘BPSL’). This consolidation provides a platform to facilitate any transactions and investments related to BPSL’s business, thereby enhancing strategic focus without minority shareholders' involvement; (b) Pursuant to the proposed amalgamation, the Transferee Company will have additional cash to pursue its growth aspirations in a financially prudent manner; (c) Reduction in multiple entities and regulatory compliances will further reduce the overall compliance and overhead costs of the Transferee Company; (d) Reducing time and efforts for consolidation of financials at Transferee Company level; and (e) The Scheme will lead to consolidation of administrative and managerial functions, eliminating duplicative record-keeping and associated expenses. This will result in a reduction of overhead costs and optimal utilization of resources within the Transferee Company. IN THE NATIONAL COMPA [Showing first 8,000 characters — download PDF for full document]