JSW Steel Board Approves Scheme of Amalgamation with BMM Ispat Limited

The Board of Directors of JSW Steel Limited, at its meeting held on May 14, 2026, approved the Scheme of Amalgamation of BMM Ispat Limited (BMMIL or Transferor Company) with JSW Steel Limited (JSWSL or Transferee Company) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The approval was granted on the basis of recommendations from the Audit Committee and the Independent Directors of the Company. The Board meeting commenced at 11.00 a.m. and concluded at 03.25 p.m. (IST).

Key Financial Metrics of Entities Involved

The following table presents the paid-up share capital, standalone turnover, and standalone net worth of both companies for the year ended 31st March, 2026 (Rs. in Crores):

Company: Paid-up Share Capital Turnover (Standalone) Net Worth (Standalone) JSW Steel Limited 244 132,847 77,625 BMM Ispat Limited 855 4,776 2,732

The Appointed Date for the Scheme is April 01, 2026.

Share Exchange Ratio

Upon the Scheme becoming effective, JSW Steel Limited will issue 1 fully paid-up equity share of INR 1/- each to the equity shareholders of BMM Ispat Limited as on the record date, for every 18 fully paid-up equity shares of INR 10/- each held by such equity shareholders of BMM Ispat Limited.

Shareholding Pattern: Pre and Post Scheme

The table below outlines the changes in JSW Steel's shareholding pattern as of May 12, 2026, before and after the Scheme:

Category: Before Scheme – No. of Equity Shares Before Scheme – % Post Scheme – No. of Equity Shares Post Scheme – % Promoters 110,82,03,750 45.32 113,79,55,094 45.65 Public 133,26,24,392 54.49 135,03,80,791 54.17 Non-Promoter and Non-Public 46,25,824 0.19 46,25,824 0.19 Total 244,54,53,966 100.00 249,29,61,709 100.00

#Post inter se transfer of 4.15% of the issued and paid-up share capital of the Transferor Company, effected pursuant to a share purchase agreement executed between the shareholders of the Transferor Company on May 12, 2026.

Majority stake in BMM Ispat Limited is held by JSW Projects Limited, a promoter group entity of JSW Steel, while the remaining shareholding is with Mr. Dinesh Kumar Singhi and Mrs. Snehalatha Singhi.

Rationale for the Amalgamation

BMM Ispat Limited operates an approximately 1 MTPA integrated steel facility in the State of Karnataka, located in close proximity to JSW Steel's Vijayanagar plant. The amalgamation is expected to generate the following operational and strategic benefits:

Operational synergies arising from the geographic proximity of BMMIL's Karnataka facility to JSWSL's Vijayanagar plant

Capacity expansion opportunity: BMMIL holds environmental clearances for 2 MTPA and has expansion-ready land available, enabling near-doubling of capacity at a low specific investment cost and in a faster manner compared to greenfield expansion

Strengthened long products portfolio, including segments such as TMT bars and billets, enhancing JSW Steel's overall product mix and market positioning

Internalization of procurement and off-take arrangements between the two companies within a single legal entity, improving raw material flows, inventory levels, and production planning

Rationalization of common resources including operations and maintenance, logistics, utilities, marketing and sales, finance, human resources, information technology, and other support functions

Related Party and Arm's Length Considerations

The transaction qualifies as a related party transaction, given that JSW Steel and BMM Ispat Limited are related parties. However, in terms of General Circular No. 30/2014 dated July 17, 2014, issued by the Ministry of Corporate Affairs, transactions arising out of compromises, arrangements, and amalgamations under the Companies Act, 2013 do not attract the requirements of Section 188 of the Companies Act, 2013. The consideration for the Scheme has been determined by independent registered valuers, and a fairness opinion has been issued by an independent Category 1 merchant banker, confirming the transaction is at arm's length.

Regulatory Approvals and Next Steps

The Scheme remains subject to necessary statutory and regulatory approvals, including the approval of shareholders and creditors, as well as the Hon'ble National Company Law Tribunal having jurisdiction over the respective companies. JSW Steel will also file the Scheme with the stock exchanges pursuant to the provisions of Regulation 37 and 59A of the SEBI Listing Regulations.

JSW Steel reported its consolidated crude steel production for April '26 at 21.18 lakh tonnes, marking a 1% decline on a year-on-year basis. The company had produced 21.40 lakh tonnes in the same period last year, indicating a modest contraction in output. The decline was observed across both Indian operations and its US facility, with a notable impact from a planned shutdown at its Vijayanagar plant.

Production Performance Overview

The following table presents the segment-wise breakdown of JSW Steel's consolidated crude steel production:

Particulars: April 2026 April 2025 YoY Change Indian Operations: 20.40 lakh tonnes 20.56 lakh tonnes -1% JSW Steel USA – Ohio: 0.78 lakh tonnes 0.84 lakh tonnes -7% Consolidated Production: 21.18 lakh tonnes 21.40 lakh tonnes -1%

Note: The steel business undertaking of Bhushan Power and Steel Limited (BPSL), a subsidiary of the Company, was transferred on a slump-sale basis to JSW-JFE Steel Limited (JV company) in March 2026. The production figures relating to the transferred undertaking have been reduced from the previous year's numbers for comparison.

Operational Highlights

Blast Furnace 3 (BF3) at Vijayanagar is currently under shutdown for capacity upgradation, which has impacted crude steel production at the Indian operations level. Excluding BF3 production from last year's base, production growth was approximately 10%, driven by the full ramp-up of JVML operations. Capacity utilisation for Indian operations for the month, excluding BF3 capacity, stood at approximately 94%, while including BF3 capacity, it was at 83%.

Key Highlights

Consolidated crude steel production for April '26 stood at 21.18 lakh tonnes, down 1% YoY.

Indian operations produced 20.40 lakh tonnes, compared to 20.56 lakh tonnes in the prior year period, a decline of 1%.

JSW Steel USA – Ohio recorded production of 0.78 lakh tonnes, down 7% from 0.84 lakh tonnes.

BF3 at Vijayanagar is under shutdown for capacity upgradation, impacting Indian operations output.

Excluding BF3, production growth was approximately 10%, driven by full ramp-up of JVML operations.

Capacity utilisation for Indian operations was approximately 94% (excluding BF3) and 83% (including BF3).

About JSW Steel

JSW Steel is the flagship business of the diversified, US$ 23 billion JSW Group. The company has grown to become India's leading integrated steel company with a consolidated crude steel capacity of 35.7 MTPA, including 1.5 MTPA in the US. Domestic crude steel capacity stands at 34.2 MTPA, with the next phase of growth targeting consolidated capacity of 48.9 MTPA over the next four years. The company's plant in Vijayanagar, Karnataka, is the largest single-location steel-producing facility in India with a current capacity of 17.5 MTPA.

JSW Steel holds a strategic collaboration with JFE Steel of Japan, enabling access to advanced technologies for high-value special steel products. The company is recognised as a World Steel Association Steel Sustainability Champion consecutively for seven years from 2019 to 2025, and is ranked #1 globally in the steel sector in the S&P Global Corporate Sustainability Assessment (CSA 2025). It is also ranked 8th among the top 35 world-class steelmakers according to World Steel Dynamics (WSD). JSW Steel aims to reduce its CO₂ emissions by 42% from its steel-making operations by 2030 and has committed to achieving net neutral carbon emissions for all operations under its direct control by 2050.

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