Amalgamation/Merger

JSWSL: MUM: SEC: SE: 2026-27/07/06 July 3, 2026 1. National Stock Exchange of India Ltd. 2. BSE Limited Exchange Plaza, Plot No. C/1, G Block Corporate Relationship Dept. Bandra – Kurla Complex Phiroze Jeejeebhoy Towers Bandra (E), Mumbai – 400 051 Dalal Street, Mumbai – 400 001. Ref: NSE Symbol - JSWSTEEL Ref: Company Code No.500228. Kind Attn.: Listing Department Kind Attn.: Listing Department Dear Sir/Madam, Sub: Receipt of final order issued by Hon’ble National Company Law Tribunal in respect of Scheme of Amalgamation of Amba River Coke Limited (‘ARCL’ or ‘the Transferor Company 1’) and Monnet Cement Limited (‘MCL’ or ‘the Transferor Company 2’) and JSW Retail and Distribution Limited (‘JRDL’ or ‘the Transferor Company 3’) with JSW Steel Limited (‘JSL’ or ‘the Transferee Company’) and their respective shareholders (‘the Scheme’) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Ref.: Regulation 30 read with Para B of Part A of Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”). This is with reference to our intimation dated October 17, 2025, informing the Stock Exchange(s) about the decision of the Board of Directors of the Company approving the Scheme of Amalgamation of Amba River Coke Limited (‘ARCL’ or ‘the Transferor Company 1’) and Monnet Cement Limited (‘MCL’ or ‘the Transferor Company 2’) and JSW Retail and Distribution Limited (‘JRDL’ or ‘the Transferor Company 3’) with JSW Steel Limited (‘JSL’ or ‘the Transferee Company’) and their respective shareholders (‘the Scheme’) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, subject to receipt of applicable regulatory and other approvals. Please note that the Hon’ble National Company Law Tribunal (“NCLT”), Mumbai on July 2, 2026, has pronounced the order sanctioning the Scheme. The order approving the Scheme has been made available on the NCLT website on July 2, 2026 at nclt.gov.in, a copy of which is enclosed herewith. The Scheme shall become effective once the certified order of the Hon’ble NCLT is received and 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) CC: Singapore Exchange Securities Trading Limited 11 North Buona Vista Drive, #06-07, The Metropolis Tower 2, Singapore 138589 Hotline: (65) 6236 8863 Fax: (65) 6535 0775 IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I CP (CAA) NO. 64/MB/2026 CA (CAA) NO. 16/MB/2026 In the matter of the Companies Act, 2013; In the matter of Section 230-232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016; In the matter of Scheme of Amalgamation between AMBA RIVER COKE LIMITED (CIN: U23100MH1997PLC110901) …First Petitioner Company /Transferor Company 1 MONNET CEMENT LIMITED (CIN: U26941MH2007PLC453774) …Second Petitioner Company /Transferor Company 2 JSW RETAIL AND DISTRIBUTION LIMITED (CIN: U51909MH2021PLC356994) …Third Petitioner Company /Transferor Company 3 WITH JSW STEEL LIMITED (CIN: L27102MH1994PLC152925) … Fourth Petitioner Company /Transferee Company (collectively referred to as “Petitioner Companies”) IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I CP (CAA) NO. 64/MB/2026 IN CA (CAA) NO. 16/MB/2026 Order pronounced on 02.07.2026 Coram : Shri Prabhat Kumar Shri Sushil Mahadeorao Kochey Hon’ble Member (Technical) Hon’ble Member (Judicial) Appearances: For the Petitioner Companies : Adv. Hemant Sethi ORDER 1. The present Company Scheme Petition has been filed in the matter of the Scheme of Arrangement between AMBA RIVER COKE LIMITED (hereinafter referred to as ‘First Petitioner Company /Transferor Company 1’) and MONNET CEMENT LIMITED (hereinafter referred to as ‘Second Petitioner Company /Transferor Company 2’) and JSW RETAIL AND DISTRIBUTION LIMITED (hereinafter referred to as ‘Third Petitioner Company /Transferor Company 3’) with JSW STEEL LIMITED (hereinafter referred to as the ‘Fourth Petitioner Company /Transferee Company’) [The Transferor Company and Transferee Company Collectively referred as the ‘Petitioner Companies’] and their respective shareholders and creditors (hereinafter referred to as ‘Scheme’) under Sections 230, 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 2. The Transferor Company 1 bearing CIN: U23100MH1997PLC110901, was incorporated on 25.09.1997 under the provisions of the Companies Act, 1956 and has its registered address at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai, Maharashtra, 400051. It is engaged in the business of manufacturing and selling coke and pellet. Page 2 of 11 IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I CP (CAA) NO. 64/MB/2026 IN CA (CAA) NO. 16/MB/2026 3. The Transferor Company 2 bearing CIN: U26941MH2007PLC453774, was incorporated on 29.11.2007 under the provisions of the Companies Act, 1956, and has its registered address at 5th Floor, JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai – 400051. It is an unlisted public company not having any business operations. 4. The Transferor Company 3 bearing CIN: U51909MH2021PLC356994, was incorporated on 15.03.2021 under the provisions of the Companies Act, 2013, and has its registered address at 5th Floor, JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai – 400051. It is engaged in facilitating marketing and selling of steel products and provide technical consultancy services for design, development and production of all forms of steel, aluminium sheets and other metal sheets. 5. The Transferee Company bearing CIN: L27102MH1994PLC152925, was incorporated on 15.03.1994 under the provisions of the Companies Act, 1956, and has its registered address at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai – 400051. It is engaged in the business of manufacture and sale of iron and steel products. 6. The registered offices of the Petitioner Companies are situated in Maharashtra and are within the territorial jurisdiction of the Tribunal. 7. The Board of Directors of the Petitioner Companies, by resolutions passed at their respective meetings held on 17.10.2025, approved the original Scheme of Amalgamation. 8. The Appointed Date for the Scheme is to mean “1st April, 2026 or such other date as may be approved by the National Company Law Tribunal or such other Appropriate Authority)”. 9. The Rationale for the proposed Scheme is as under: Page 3 of 11 IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I CP (CAA) NO. 64/MB/2026 IN CA (CAA) NO. 16/MB/2026 The Transferee Company is a well-established company engaged in the business of manufacturing in iron and steel products. The amalgamation of the Transferor Companies with the Transferee Company would have the following benefits: i. There are several commonalities and synergistic linkages and the amalgamation will result in operational efficiency; ii. Pooling of the technical resources, personnel, capabilities, skills and expertise leading to optimum use of infrastructure, cost reduction and efficiencies, reduction of administrative and operational costs; iii. Ensuring a streamlined group structure by reducing the number of legal entities in the group and reducing the multiplicity of legal and regulatory compliances required at present; iv. Administrative and operation Convenience; v. Rationalizing costs by eliminating multiple record keeping and administrative func [Showing first 8,000 characters — download PDF for full document]