JSW Steel Limited's Board of Directors convened on May 14, 2026, and approved key resolutions including a final dividend recommendation, a significant fund-raising plan, and a board-level re-appointment. The meeting commenced at 11:00 AM and concluded at 3:25 PM. The disclosures were made pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR).

Dividend Recommendation

The Board of Directors has recommended a Final Dividend of Rs. 7.10 (710%) per fully paid-up Equity Share of Re. 1 each for the year ended March 31, 2026. The dividend, if declared by the members at the 32nd Annual General Meeting (AGM), will be credited or dispatched within 30 days from the date of the AGM, subject to deduction of tax at source. The 32nd AGM of the Company will be held on Friday, July 24, 2026, through Video Conferencing/Other Audio Visual Means.

Key dates related to the dividend and AGM are summarised below:

The dividend will be paid or dispatched to shareholders whose names appear as Beneficial Owners as at the end of business hours on July 7, 2026, in the list furnished by National Securities Depository Limited and Central Depository Services (India) Limited in respect of shares held in electronic form, as well as those whose names appear in the Register of Members as at the end of business hours on July 7, 2026, after giving effect to valid requests for transmission or transposition of shares lodged on or before that date.

Fund Raising Approval

Subject to shareholders' approval and other applicable regulatory approvals, the Board approved raising long-term resources aggregating up to Rs. 7,000 crores. The fund-raising plan includes two components:

• Non-Convertible Debentures (NCDs) with warrants convertible into or exchangeable with Equity Shares of face value Re. 1 each, for an amount not exceeding Rs. 7,000 crores, inclusive of such premium as may be decided by the Board.
• Equity Shares and/or Convertible Securities (other than warrants) for an amount not exceeding Rs. 7,000 crores, inclusive of such premium as may be decided by the Board.

Both instruments are proposed to be issued to Qualified Institutional Buyers via a Qualified Institutions Placement (QIP). The Company had previously obtained shareholder approval at the AGM held on July 25, 2025, for raising resources through a QIP; however, the enabling resolution was not acted upon within the stipulated period of one year. A fresh shareholder approval is therefore being sought at the ensuing AGM.

Board Re-appointment

The Board, after taking into account the recommendations of the Nomination & Remuneration Committee, recommended the re-appointment of Ms. Fiona Jane Mary Paulus (DIN: 09618098) as an Independent Director for a second term of five consecutive years, effective from May 27, 2027, up to May 26, 2032. Ms. Paulus, aged 66 years, brings 45 years of investment banking experience, having held senior roles at institutions including Royal Bank of Scotland, ABN AMRO Bank, CIBC, Credit Suisse, Societe Generale, JP Morgan, and Citigroup across the UK, USA, EMEA, Australia, and Latin America.

She serves as a Senior Advisor at Gleacher Shacklock LLP and is on the Board of Metlen Energy & Metals PLC, a FTSE 100 company with a market cap of £6.5 bn, operating in the global industrial and energy sectors. She is also on the Board of ACG Acquisition Company Ltd, the first UK listed special purpose acquisition company building a global portfolio in battery metals businesses. Having served the statutory term of 6 years, Ms. Paulus resigned from the board of the Interpipe Group from September 2025. She also previously served as Chairperson of the Audit Committee and member of all other committees of Nostrum Oil & Gas plc, and on the Board of RHI Magnesita (RHIM), a FTSE 250 company and the world's largest refractories company operating in 70 countries. The re-appointment is subject to member approval at the ensuing AGM, and it has been affirmed that Ms. Paulus is not debarred from being appointed as a director by any order of SEBI or any other authority, and she is not related to any Director of the Company.

The disclosure was signed by Manoj Prasad Singh, Company Secretary (in the interim capacity), on behalf of JSW Steel 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):

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:

#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.