JSW Steel Limited

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JSWSL: MUM: SEC: SE: 2022-23 February 10, 2023

To,	To,
1.	National Stock Exchange of India Ltd. Exchange Plaza, Plot No. C/1, G Block Bandra – KurlaComplex Bandra (E), Mumbai – 400 051 NSE Symbol: JSWSTEEL *Kind Attn.: Mr. Hari K, President* *(Listing)*	2.	BSE Limited Corporate Relationship Dept. Phiroze Jeejeebhoy Towers Dalal Street, Mumbai – 400 001. Scrip Code No.500228. *Kind Attn: The General Manager* *(CRD).*

Dear Sir/Ma’am,

Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015- Extraordinary General Meeting of the Equity Shareholders of JSW Steel Limited (“Company”)

We refer to our earlier intimation dated May 27, 2022, whereby we had intimated that the Board of Directors of the Company in its meeting held on May 27, 2022, had on the recommendations of the audit committee and the Independent Directors of the Transferee Company, considered and approved the composite scheme of arrangement amongst the Transferee Company, Creixent Special Steels Limited (“ Transferor Company 1 ”) and JSW Ispat Special Products Limited (“ Transferor Company 2 ”) and their respective shareholders and creditors (“ Scheme ”) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“ Act ”).

We now attach herewith a copy of the notice and explanatory statement in respect of the meeting of the Company’s equity shareholders convened on March 17, 2023, at 3 pm (IST) through Video Conferencing (“ VC ”) / Other Audio-Visual Means (“ OAVM ”), for seeking their approval for the Scheme, as per the the Hon’ble National Company Law Tribunal’s Order dated January 12, 2023.

The same is also available on the website of the Company: www.jsw.in.

This is for the information of your members, and all concerned.

Thanking you,

Yours faithfully,

For JSW STEEL LIMITED

LANCY Digitally signed by LANCY VARGHESE VARGHESE Date: 2023.02.10 17:35:35 +05'30' Lancy Varghese Company Secretary

cc: Singapore Exchange Securities Trading Limited
11 North Buona Vista Drive, #06-07, The Metropolis Tower 2, Singapore 138589

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Corporate Identification No. (CIN): L27102MH1994PLC152925 Regd. Office: JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 Tel.: +91-22-4286 1000 Email: [email protected] Website: www.jsw.in

NOTICE OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF JSW STEEL LIMITED, FOR THE PURPOSE OF THEIR CONSIDERING, AND IF THOUGHT FIT, APPROVING, WITH OR WITHOUT MODIFICATION(S), THE COMPOSITE SCHEME OF ARRANGEMENT AMONGST CREIXENT SPECIAL STEELS LIMITED AND JSW ISPAT SPECIAL PRODUCTS LIMITED AND JSW STEEL LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS.

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF JSW STEEL LIMITED, PURSUANT TO ORDER DATED JANUARY 12, 2023 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH FOR THE PURPOSE OF THEIR CONSIDERING, AND IF THOUGHT FIT, APPROVING, WITH OR WITHOUT MODIFICATION(S), THE COMPOSITE SCHEME OF ARRANGEMENT AMONGST CREIXENT SPECIAL STEELS LIMITED AND JSW ISPAT SPECIAL PRODUCTS LIMITED AND JSW STEEL LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS.

Day	:	Friday	Friday
Date	:	March 17, 2023
Time	:	03:00 P.M. (IST)
Venue	:	Through video conferencing (“VC”) / other audio visual means (“OAVM”),
REMOTE E-VOTING PERIOD
Commencement of e-Voting			Tuesday, March 14, 2023 at 09:00 A.M. (IST)
End of e-Voting			Thursday, March 16, 2023 at 05:00 P.M. (IST)
Cut-of date for e-Voting			Friday, March 10, 2023

I N D E X

	I N D E X
SL. NO.	PARTICULARS	PAGE NOS.
1.	Notice of NCLT convened meeting of the Equity Shareholders of JSW Steel Limited, Transferee Company under the provisions of Sections 230 to 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.	3
2.	Explanatory Statement under Sections 230 and 232 read with Section 102 of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.	12
3.	ANNEXURE- 1:Copy of proposed composite Scheme of Arrangement amongst Creixent Special Steels Limited (“Transferor Company 1”), JSW Ispat Special Products Limited (“Transferor Company 2”) and JSW Steel Limited (“Transferee Company/Company”) and their respective shareholders and creditors.	38
4.	ANNEXURE- 2:Copy of Audited accounts ofTransferor Company 1for the fnancial year ended on March 31, 2022.	76
5.	ANNEXURE- 3:Copy of Unaudited provisional accounts of Transferor Company 1 as on December 31, 2022.	95
6.	ANNEXURE- 4:Copy of Audited accounts of Transferor Company 2 for the fnancial year ended on March 31, 2022	99
7.	ANNEXURE- 5:Copy of Unaudited provisional accounts of the Transferor Company 2 as on December 31, 2022.	117

8.	ANNEXURE- 6:Copy of Audited accounts of the Company for the fnancial year ended on March 31, 2022.	125
9.	ANNEXURE- 7:Copy of Unaudited fnancial results of the Company as on December 31, 2022.	146
10.	ANNEXURE- 8:Copy of Valuation Report dated May 27, 2022 provided by PwC Business Consulting Services LLP to Transferor Company1	156
11.	ANNEXURE- 9:Copy of Valuation Report dated May 27, 2022 provided by KPMG Valuation Services LLP to Transferee Company	166
12.	ANNEXURE- 10:Copy of Valuation Report dated May 27, 2022 provided by PwC Business Consulting Services LLP to Transferor Company2	181
13.	ANNEXURE- 11:Copy of the Fairness Opinion dated May 27, 2022 by Axis Capital Limited	192
14.	ANNEXURE- 12:Copy of the Fairness Opinion dated May 27, 2022 JM Financial Limited	199
15.	ANNEXURE- 13:Copy of the Letter dated August 18, 2022 issued by Competition Commission of India	204
16.	ANNEXURE- 14:Copy of the Order passed by the Competition Commission of India	205
17.	ANNEXURE- 15:Copy of the letter dated December 14, 2022 issued by the BSE Limited to Applicant/ Transferor Company2	210
18.	ANNEXURE- 16:Copy of the letter dated December 14, 2022 issued by the BSE Limited to Applicant/ Transferee Company	213
19.	ANNEXURE- 17:Copy of the letter dated December 14, 2022 issued by the National Stock Exchange of India Limited to Applicant/Transferor Company2	216
20.	ANNEXURE- 18:Copy of the letter dated December 14, 2022 issued by the National Stock Exchange of India Limited to Applicant/Transferee Company	219
21.	ANNEXURE- 19:Details of all ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action against (i) the Transferor Company 2, its promoters and directors (including investigations or proceedings, if any pending against the Transferor Company 2); and (ii) the Transferee Company, its promoters and directors (including investigations or proceedings, if any pending against the Transferee Company)	222
22.	ANNEXURE- 20:Copyof Communication dated January9, 2023, issued bythe BSE Limited.	227
23.	ANNEXURE- 21:Copy of the Report pursuant to Section 232(2)(c) of the Companies Act, 2013 as adopted bythe Board of Directors of Transferor Company1 on May27, 2022	229
24.	ANNEXURE- 22:Copy of the Report pursuant to Section 232(2)(c) of the Companies Act, 2013 as adopted bythe Board of Directors of Transferor Company2 on May27, 2022	233
25.	ANNEXURE- 23:Copy of the Report pursuant to Section 232(2)(c) of the Companies Act, 2013 as adopted bythe Board of Directors of Transferee Companyon May27, 2022	239
26.	ANNEXURE- 24 (Colly.) :Copy of the Complaint Reports as submitted by the Transferor Company 2 with the NSE and BSE	245
27.	ANNEXURE- 25 (Colly.) :Copy of the Complaint Reports as submitted by the Transferee Company with the NSE and BSE	255
28.	ANNEXURE- 26:Information pertaining to the Transferor Company 1 involved in the Scheme in the format prescribed for abridged prospectus as specifed in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018	261

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT MUMBAI

COMPANY SCHEME APPLICATION (CSA) No. 8 OF 2023

In the matter of the Companies Act, 2013

AND

In the matter of Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

AND

In the matter of Composite Scheme of Arrangement amongst Creixent Special Steels Limited and JSW Ispat Special Products Limited and JSW Steel Limited and their respective shareholders and creditors.

AND

In the matter of:

CREIXENT SPECIAL STEELS LIMITED ) CIN: U27209MH2018PLC375319 ) PAN : AAHCC4291P ) A COMPANY INCORPORATED UNDER THE COMPANIES ACT, ) 2013, HAVING ITS REGISTERED OFFICE AT JSW CENTRE, BANDRA ) KURLA COMPLEX, BANDRA (EAST), MUMBAI – 400051. ) JSW ISPAT SPECIAL PRODUCTS LIMITED ) CIN: L02710MH1990PLC363582 ) PAN: AAACM0501D ) A COMPANY INCORPORATED UNDER THE COMPANIES ACT, ) 1956, HAVING ITS REGISTERED OFFICE AT JSW CENTRE, BANDRA ) KURLA COMPLEX, BANDRA (EAST), MUMBAI – 400051.

…TRANSFEROR COMPANY 1

…TRANSFEROR COMPANY 2

JSW STEEL LIMITED ) CIN : L27102MH1994PLC152925 ) PAN : AAACJ4323N ) A COMPANY INCORPORATED UNDER THE COMPANIES ACT, ) 1956, HAVING ITS REGISTERED OFFICE AT JSW CENTRE, BANDRA ) KURLA COMPLEX, BANDRA (EAST), MUMBAI – 400051.

…TRANSFEREE COMPANY

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF JSW STEEL LIMITED

To,

All the Equity Shareholders of JSW STEEL LIMITED

NOTICE is hereby given that pursuant to the Order dated January 12, 2023, in the abovementioned Company Application, passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (“ Tribunal ” / “NCLT” ) (“ Tribunal Order ”), a meeting of the equity shareholders of JSW Steel Limited, will be held, for the purpose of their considering, and if thought fit, approving the proposed Composite Scheme of Arrangement amongst Creixent Special Steels Limited ( “Transferor Company 1” ) and JSW Ispat Special Products Limited ( “Transferor Company 2” ) and JSW Steel Limited ( “Transferee Company/Company” ) and their respective shareholders and creditors (“ Scheme ”), on Friday, March 17, 2023 at 3:00 PM (IST) , in terms of the Tribunal Order.

Pursuant to the said Tribunal Order and as directed therein, the meeting of the equity shareholders of the Transferee Company (“ Meeting ”) will be held through video conferencing (“ VC ”) / other audio visual means (“ OAVM ”), in compliance with the applicable provisions of the Companies Act, 2013, (“ Act ”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“ SEBI LODR ”) and the Circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India (“ SEBI ”) to consider, and if thought fit, to pass, with or without modification(s), the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230(1) and (6) read with Section 232(1) of the Act and SEBI Master Circular No. SEBI/HO/CFD/DIL1/ CIR/P/2021/0000000665 dated November 23, 2021, as amended from time to time.

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other rules, circulars and notifications made thereunder (including any statutory modification or re-enactment thereof, for the time being in force) as may be applicable, relevant provisions of the Income Tax Act, 1961, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Securities and Exchange Board of India Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/ 2021/0000000665 dated November 23, 2021 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and any other applicable laws, rules, circulars and regulations, the observation letters/no-objection letters issued by BSE Limited and National Stock Exchange of India Limited dated December 14, 2022, respectively, and subject to the relevant provisions of the Memorandum of Association and Articles of Association of JSW Steel Limited and subject to the approval of the Hon’ble National Company Law Tribunal, Mumbai Bench (“ NCLT ”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities or tribunals, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to mean and include one or more Committee(s) constituted /to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Composite Scheme of Arrangement amongst Creixent Special Steels Limited ( “Transferor Company 1” ) and JSW Ispat Special Products Limited ( “Transferor Company 2” ) and JSW Steel Limited ( “Transferee Company/Company” ) and their respective shareholders and creditors (“ Scheme ”), as per the draft approved by the Board on May 27, 2022, be and is hereby approved.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution and for removal of any difficulties or doubts, the Board, be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem desirable, necessary, expedient, usual or proper, and to settle any questions or difficulties or doubts that may arise, including passing of such accounting entries and /or making such adjustments in the books of accounts, transfer/vesting of such assets and liabilities as considered necessary to give effect to the above resolution, including issuance and listing of new equity shares under the Scheme, by the Transferee Company, settling of any questions or difficulties arising under the Scheme or in regard to and of the meaning or interpretation of the Scheme or implementation thereof or in any matter whatsoever connected therewith, or to review the position relating to the satisfaction of various conditions of the Scheme and if necessary, to waive any of those, and to make modifications, amendments, revisions, edits and all other actions as may be required to finalise the Scheme and do all acts, deeds and things as may be necessary, desirable or expedient for carrying the Scheme into effect or to carry out such modifications/directions as may be required and/or imposed and/or permitted by the NCLT while sanctioning the Scheme, or by any governmental authorities, to do and perform and to authorize the performance of all such acts and deeds which are necessary or advisable for the implementation of the Scheme and upon the sanction of the Scheme by, amongst others, the NCLT and/or any other regulatory/government authorities, to implement and to make the Scheme effective, without any further approval of the Board or to approve withdrawal (and where applicable, re-filing) of the Scheme at any stage for any reason including in case any changes and/or modifications are suggested/ required to be made in the Scheme or any condition suggested, required or imposed, whether by any shareholder and/or creditor of the Company, the NCLT, and/or any other authority, are in its view not acceptable, and/or if the Scheme cannot be implemented otherwise, and to do all such acts, deeds and things as it may deem necessary and desirable in connection therewith and incidental thereto, to approve and authorize execution of any agreements, deeds, documents, declarations, affidavits, writings, applications, pleadings, petitions, etc. (including any alterations or modifications in the documents executed or to be executed), whether or not under the Common Seal of the Company, as may be required from time to time in connection with the Scheme.”

TAKE FURTHER NOTICE that the equity shareholders shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes (a) through e-voting system available at the Meeting to be held virtually or (b) by remote electronic voting (“ remote e-Voting ”) during the period as stated below:

(b) by remote electronic voting (“remote e-Voting”) during the period as stated below:	(b) by remote electronic voting (“remote e-Voting”) during the period as stated below:
REMOTE E-VOTING PERIOD
Commencement of e-Voting	Tuesday,March,14,2023 at 09:00 A.M.(IST)
End of e-Voting	Thursday,March,16,2023 at 05:00 P.M.(IST)
Cut-of date for e-Voting	Friday,March 10,2023

TAKE FURTHER NOTICE THAT the Company has appointed M/s KFin Technologies Limited ( “Kfin”) , Registrar and Transfer Agent (RTA) for conducting the voting through remote e-voting, for participation in the Meeting through VC/OAVM facility and e-voting at the Meeting. The procedure for participating in the Meeting through VC/OAVM forms part of this notice.
TAKE FURTHER NOTICE THAT Shareholders will be able to attend the Meeting through VC/ OAVM or view the live webcast of Meeting by logging on the e-voting website of Kfin at https://emeetings.kfntech.com using their secure login credentials.
TAKE FURTHER NOTICE THAT since the Meeting of the equity shareholders is being held as per the directions of the Hon’ble Tribunal and in accordance with the SEBI Circular through VC/OAVM, physical attendance of shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the Members shall not be available for the Meeting or any adjournment thereof, if any, and hence the Proxy Form and Attendance Slip are not annexed to this Notice. Members attending the Meeting through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
TAKE FURTHER NOTICE THAT a person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories / RTA as on the cut-off date, i.e. Friday¸ March 10¸ 2023 only shall be entitled to exercise the voting rights on the resolution proposed in the Notice and attend the Meeting. The voting rights of Members shall be in proportion to their shares in the paid up equity share capital of the Company as on the cut-off date. A person who is not an equity shareholder as on the cut-off date, should treat the Notice for information purpose only.
TAKE FURTHER NOTICE THAT the Notice, explanatory statement along with Annexures thereto is being sent to all the shareholders whose names appear in the register of members as maintained by the Registrar and Transfer Agent / list of beneficial owners maintained by the Depositories as on Friday, December 09, 2022 (“Despatch cut-off Date”):
a. through electronic mode to the equity shareholders whose e-mail IDs are registered with Depositories/RTA; and
b. through registered post or courier, physically to the equity shareholders whose email IDs are not registered with the Depositories/RTA
TAKE FURTHER NOTICE THAT in pursuance of Sections 112 and 113 of the Act, authorized representatives of the equity shareholders may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/OAVM facility and e-voting at the Meeting. The authority letter/power of attorney, authorizing representation at the Meeting to attend and vote at the Meeting through VC/OAVM on its behalf is emailed to the Company Secretary of the Company at [email protected], the Scrutinizer at [email protected] with a copy marked to [email protected] not later than 48 (forty eight) hours before the time for holding the Meeting. Kindly refer to Notes below for further details on the voting procedure.
TAKE FURTHER NOTICE THAT a copy of the Scheme, statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”) along with all annexures to such statement are enclosed herewith. In compliance with the applicable provisions of the Act, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India, Notice of the Meeting is being sent through electronic mode to those Members whose email addresses are registered with the Company / Depositories. Members may note that the Notice will also be available on the Company’s website www. jsw.in, websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited respectively at www. bseindia.com and www.nseindia.com respectively and on the website of kfintech, i.e. http://evoting.kfntech.com.
TAKE FURTHER NOTICE THAT shareholders who have not registered their e-mail address, may also temporarily provide their email address and mobile number to the Company’s Registrar and RTA, KFin Technologies Limited, by clicking the link: https://ris.kfntech.com/clientservices/mobilereg/mobileemailreg.aspx for sending notice / e-voting details. Shareholders may follow the details on the voting procedure annexed to this Notice to capture the email address and mobile number for sending the soft copy of the notice and e-voting instructions along with the User ID and Password. In case of further queries, shareholders may write to [email protected].
TAKE FURTHER NOTICE THAT Tribunal has appointed Mr. Sajjan Jindal, Chairman and Managing Director of the Applicant/ Transferee Company failing whom, Mr. Seshagiri Rao M.V.S, Joint Managing Director and Group CFO of the Applicant/ Transferee Company, failing whom Mr. Jayant Acharya, Deputy Managing Director of the Applicant/Transferee Company as the Chairperson for the Meeting and Mr. Shreyans Jain, Practicing Company Secretary, (Membership CP No. 9801) has been appointed as the Scrutinizer to scrutinize the e-voting process.

The above-mentioned Scheme, if approved at the meeting, will be subject to the subsequent sanction of the Tribunal and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.

Place : Mumbai Date : February 07, 2023

For JSW Steel Limited Sd/- Sajjan Jindal (Chairperson appointed for the Meeting)

Registered Office:

JSW Centre, Bandra Kurla Complex, Bandra (East) Mumbai – 400 051, Maharashtra, India CIN: L27102MH1994PLC152925 Website: www.jsw.com E-mail: [email protected] Tel: +91 22 4286 1000

NOTES FOR MEETING OF EQUITY SHAREHOLDERS OF THE COMPANY

General instructions for accessing and participating in the Meeting through VC Facility and voting through electronic means including Remote E-voting:

Pursuant to the directions of the Tribunal vide the Tribunal Order, the Meeting of the equity shareholders of the Company is being conducted through VC/ OAVM facility to transact the business set out in the Notice convening this Meeting.
The statement pursuant to Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules in respect of the business set out in the Notice of the Meeting is annexed hereto.
In terms of the directions contained in the Tribunal Order, the Notice convening the Meeting is being published by the Company through advertisement in the ‘Financial Express’ (English Daily), and in the ‘Navshakti’ (Marathi Daily), Maharashtra Edition, indicating the day, date, place and time of the Meeting.
In case of joint holders attending the Meeting, only such joint holder whose name appears first in order of names in the Register of Members of the Company in respect of such joint holding will be entitled to vote.
Equity shareholders attending the Meeting through VC / OAVM shall be reckoned for the purpose of quorum. In terms of the Tribunal Order, the quorum for the meeting of the equity shareholders shall be thirty members, present personally or through authorized representative as prescribed under Section 103 (1)(iii) of the Act. In case the required quorum as stated is not present at the commencement of the meeting, the meeting shall be adjourned by 30 minutes and thereafter the persons present shall be deemed to constitute the quorum.
The Notice of the Meeting and the accompanying documents mentioned in the Index are being sent through electronic mode to those equity shareholders whose email addresses are registered with the Depositories / RTA and by registered post / courier to the equity shareholders whose email addresses are not registered with the Depositories / RTA.
The equity shareholders may note that the aforesaid documents are also available on the website of the Company and can be accessed / downloaded using the given link: https://www.jswsteel.in/investors/composite-scheme-arrangementamalgamation and on the website of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively.
If so desired, equity shareholders may obtain a physical copy of the Notice and the accompanying documents, i.e., Scheme and the Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules etc., free of charge within 1 (one) working day from the Registered Office of the Company on all working days between 10:00 A.M. to 4:00 P.M. upon request. A written request in this regard, along with details of your shareholding in the Company, may be addressed to the Company Secretary by sending an email at [email protected] or by sending request at the Registered Office of the Company.

Members may access the Meeting by following the steps mentioned below for Access to e-Voting system. After successful login, you can see link of “VC/ OAVM link” placed under “Join meeting” menu against company name. You are requested to click on VC/ OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVENT of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may obtain/ retrieve the same by following the e-Voting instructions mentioned in the notice to avoid last minute rush.
For convenience of the Members and proper conduct of Meeting, Members can login and join 30 (thirty) minutes before the time scheduled for the Meeting. Members can also login and join anytime throughout the proceedings of Meeting.
Members are encouraged to join the Meeting through laptop/desktop for better experience. Further members desirous of speaking at Meeting, will be required to use camera and use internet with a good speed to avoid any disturbance during the meeting.
Please note that members connecting from mobile devices or tablets or through laptop connecting via mobile hotspot may experience audio/video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or lAN connection to mitigate any kind of aforesaid glitches.
In compliance with the provisions of Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules 2015, Regulation 44 of SEBI LODR and MCA Circulars, the Members are provided with the facility to cast their vote electronically, through the e-Voting services provided by Kfin, on the resolution set forth in this Notice. The instructions for e-voting are given herein below.
The remote e-Voting period shall commence on March 14, 2023 (9:00 AM) (IST) and ends on March 16, 2023 (5:00 PM) (IST). During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. March 10, 2023, may cast their vote by remote e-Voting. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date. The remote e-Voting module shall be disabled by Kfin for voting thereafter. Once the vote on a resolution is cast by the member, it cannot be changed subsequently.

The Instuctions for e-voting are as under:

l For Individual members holding securities in Demat mode

As per the SEBI circular dated December 9, 2020 on e-voting facility provided by Listed Companies, Individual members holding securities in Demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are advised to update their mobile number and email Id in their demat accounts in order to access the e-voting facility.

Login through Depository:

NSDL CDSL
1. User already registered for IDeAS facility: 1. User already registered for Easi / Easiest i. URL: https://eservices.nsdl.com I. URL: https://web.cdslindia.com/myeasinew/home/login ii. Click on the “Beneficial Owner” icon under or ‘IDeAS’ section. URL: www.cdslindia.com
iii. On the new page, enter User ID and Password. II. Click on New System Myeasi Post successful authentication, click on “Access III. Login with user id and password.
to e-Voting”
iv. Click on company name or e-Voting service IV. Option will be made available to reach e-Voting page without any further authentication.
iv. Click on company name or e-Voting service any further authentication.
provider and you will be re-directed to e-Voting service provider website for casting the vote V. Click on e-Voting service provider name to cast your vote during the remote e-Voting period.

2. User not registered for IDeAS e-Services 2. User not registered for Easi/Easiest

i. To register, type in the browser / Click on the I. Option to register is available at https://web.cdslindia.com/ following myeasinew/home/login
ii. e-Services link: https://eservices.nsdl.com II.
Proceed with completing the required fields.
iii. Select option “Register Online for IDeAS” available on the left hand side of the page
iv. Proceed to complete registration using your DP ID, Client ID, Mobile Number etc.
v. After successful registration, please follow steps given under Sr. No. 1 above to cast your vote.

Users may also directly access the e-Voting module of the Depository by following the below given procedure:

3. By visiting the e-Voting website of NSDL

3. By visiting the e-Voting website of CDSL

i. URL: https://www.evoting.nsdl.com/ I. URL: www.cdslindia.com
ii. Click on the icon “Login” which is available under II. Provide demat Account Number and PAN No. ‘Shareholder/ Member’ section.
III. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account.
iii. Enter User ID (i.e. 16-digit demat account number held with NSDL), Type in Password/OTP and a Verification Code as shown on thescreen.
IV. After successful authentication, user will be provided links for the respective ESP where the e- Voting is in progress.
iv. Post successful authentication, you will be directed to the the e-voting module of NSDL. Click on “Active E-voting Cycles / VC or OAVMs” option under E-voting.
v. Click on company name “ JSW Steel Limited” or select e-Voting service provider name and you will be redirected to e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.

Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Members facing any technical issue – NSDL

Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or by calling 022-48867000 and 022-24997000

Members facing any technical issue – CDSL

Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia. com or by calling: 022- 23058738 or 22-23058542-43.

Procedure to login through demat accounts / Website of Depository Participant

Individual shareholders holding shares of the Company in Demat mode can access e-Voting facility provided by the Company using login credentials of their demat accounts (online accounts) through their demat accounts / websites of Depository Participants registered with NSDL/CDSL. An option for “e-Voting” will be available once they have successfully logged in through their respective logins. Click on the option “e-Voting” and they will be redirected to e-Voting modules of NSDL/CDSL (as may be applicable). Click on the e-Voting link available against JSW Steel Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.

l Shareholders other than individuals holding Shares of the Company in Demat Mode and all Shareholders Holding Shares in Physical Mode
Open web browser by typing the following URL: https://evoting.kfntech.com either on a Personal Computer or on a mobile.

i. Enter the login credentials i.e., user id and password mentioned below:

User – ID

l For Members holding shares in Demat Form:-
a) For NSDL :- 8 Character DP ID followed by 8 Digits Client ID
b) For CDSL :- 16 digits beneficiary ID
l For Members holding shares in Physical Form:-
Event no. followed by Folio Number registered with the Company.

Password: If you are already registered for e-Voting, then you can use your existing password to login and cast your vote. If you are using Kfin’s e-Voting system for the first time, you will need to retrieve the ‘initial password’ communicated to you by e-mail/Post/Courier. Shareholders who have not registered their e-mail addresses can follow the steps provided at serial no xiii below to obtain the User ID and password.

Captcha: Enter the Verification code i.e., please enter the alphabets and numbers in the exact way as they are displayed for security reasons.

ii. After entering the details appropriately, click on LOGIN.
iii. In case you are retrieving and using your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

Once you reach the Password change menu you will be required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character. The system will prompt you to change your password and update any contact details like mobile, e-mail etc. on first login. You may also enter the secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

You need to login again with the new credentials.

iv. On successful login, the system will prompt you to select the EVENT i.e., JSW STEEL LIMITED.
v. On the voting page, the number of shares as held by the shareholder as on the Cut-off Date will appear. If you desire to cast all the votes assenting/ dissenting to the Resolution, then enter all shares and click “FOR”/” AGAINST” as the case may be. You are not required to cast all your votes in the same manner. You may partially enter any number in “FOR” and partially in “AGAINST” but the total number in “FOR / AGAINST” taken together should not exceed your total shareholding as mentioned hereinabove. You may also choose the option “ABSTAIN” in case you wish to abstain from voting. If you do not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.
vi. Shareholders holding multiple folios / demat account shall choose the voting process separately for each folios / demat account.
vii. Cast your vote by selecting an appropriate option and click on SUBMIT. A confirmation box will be displayed. Click OK to confirm else CANCEL to modify. Once you confirm, you will not be allowed to modify your vote.
viii. During the voting period, shareholders can login any number of times till they have voted on the resoluion.
ix. Once you have cast your vote on a resolution you will not be allowed to modify it subsequently.
x. The voting rights of Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the cutoff date i.e., March 10, 2023.
xi. The e-voting portal will be open for voting from Tuesday, March 14, 2023 (9:00 a.m. IST) to Thursday, March 16, 2023 (5:00 p.m. IST). During this period, Members of the Company, holding shares either in physical form or in dematerialised form, as on March 10, 2023, may cast their vote electronically. The e-voting module shall be disabled by Kfin for voting thereafter. Once the vote on a resolution is cast by the Member, he/she shall not be allowed to change it subsequently.
xii. A person, whose name is recorded in the register of members as on the cut-off date, i.e. Friday March, 10, 2023 only shall be entitled to avail the facility of e-voting.
xiii. Any person who becomes a member of the Company after despatch of the Notice of the Meeting and holding shares as on the cut-off date i.e., Friday March, 10, 2023, may obtain the User ID and password in the manner as mentioned below:

If the mobile number of the member is registered against Folio No. / DP ID Client ID, the member may:
a) Send SMS: MYEPWD
E-Voting Event Number+Folio No. or DP ID

Client ID to 9212993399 Example for NSDL: MYEPWD IN12345612345678 Example for CDSL :

MYEPWD 1402345612345678 Example for Physical: MYEPWD XXXX1234567890

b) On the home page of https://evoting.kfntech.com, click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a password.
xiv. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting User Manual for shareholders available at the download section of https://evoting.kfntech.com or contact Mr. Raju S.V. of KFin Technologies Ltd. at Tel. 040 67161500 or at 1800 309 4001 (toll free). It is strongly recommended not to share your password with any other person and take utmost care to keep it confidential.
xv. Mr. Shreyans Jain, Practicing Company Secretary, (Membership No. FCS 9801) has been appointed as the Scrutiniser to scrutinise the e-voting process.
The Company has appointed M/s KFin Technologies Limited, Registrar and Transfer Agent, to provide Video Conferencing facility for the Meeting and the attendant enablers for the conduct of the Meeting.
Members will be able to attend the Meeting through VC/OAVM or view the live webcast of Meeting by logging on the e-voting website of Kfin at https://emeetings.kfntech.com using their secure login credentials.
Instructions for the Members for attending the Meeting through Video Conference: The Members can join the Meeting 30 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.

Up to 1000 members will be able to join on a first come first served basis to the Meeting. No restrictions on account of First come first served basis entry into Meeting will be applicable to large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel.

The attendance of the Members (members logins) attending the Meeting will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013. Members may access the video conferencing platform provided by M/s KFin Technologies Limited at https://emeetings.kfntech.com by using their remote e-voting credentials. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice.

Members will be required to allow Camera, if any, and hence are encouraged to use Internet with a good speed to avoid any disturbance during the meeting. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/ Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches. Members who would like to express their views or ask questions during the Meeting may register themselves as a speaker at https:// emeetings.kfntech.com from Tuesday, March 14, 2023 (9:00 a.m. IST) to Wednesday March 15, 2023 (5:00 p.m. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the Meeting. The Company reserves the right to restrict the number of speakers depending on the availability of time for the Meeting. Please note that, members questions will be answered only if the shareholder continues to hold shares of the Company as of the cut-off date.

Only those Members / shareholders, who will be present in the Meeting through Video and have not cast their vote through remote e-Voting are eligible to vote in the Meeting. However, members who have voted through Remote e-Voting will be eligible to attend the Meeting.

Information and instructions for Insta Poll:

The facility for voting through electronic voting system will also be made available at the Meeting (“Insta Poll”) and members attending the Meeting who have not cast their vote(s) by remote e-voting will be able to vote at the Meeting through Insta Poll. This facility will be made available on the Meeting page (after you log into the Meeting) and will be activated once the Insta Poll is announced at the Meeting. An icon, “Vote”, will be available at the bottom left on the Meeting Screen. Once the voting at the Meeting is announced by the Chairman, Members who have not cast their vote using remote e-voting will be able to cast their vote by clicking on this icon. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the Meeting is the same person mentioned for Remote e-voting.

In case of joint holders attending the Meeting, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.
The Scrutiniser shall, after the conclusion of voting at the Meeting, first count the votes cast during the Meeting, thereafter unblock the votes cast through remote e-voting and submit, a consolidated Scrutiniser’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.
The result declared along with the Scrutiniser’s Report shall be placed on the Company’s website www.jsw.in and also communicated to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed, within two working days of the conclusion of the Meeting.
The resolutions proposed will be deemed to have been passed on the date of the Meeting subject to receipt of the requisite number of votes in favour of the resolutions.
Since the Meeting will be held through VC / OAVM, Route Map is not annexed to this Notice.

PROCEDURE FOR INSPECTION OF DOCUMENTS:

Documents for inspection at the Registered Office of the Company as referred to in the Notice will be available physically for inspection on all working days between 10:00 A.M. to 4:00 PM within 1 (one) working day upon request, without any fee by the Equity Shareholders, from the date of circulation of this Notice up to the date of Meeting.
Equity Shareholders seeking any information with regard to the matter proposed to be considered at the Meeting, are requested to write to the Company at least seven days before the date of the Meeting through email on [email protected] or by sending written request at the Registered Office of the Company. The same will be replied by the Transferee Company suitably.

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

BENCH AT MUMBAI

COMPANY SCHEME APPLICATION (CSA) NO. 8 OF 2023

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT AMONGST

AND

JSW ISPAT SPECIAL PRODUCTS LIMITED ) CIN: L02710MH1990PLC363582 ) PAN: AAACM0501D ) A COMPANY INCORPORATED UNDER THE COMPANIES ACT, ) 1956, HAVING ITS REGISTERED OFFICE AT JSW CENTRE, BANDRA ) KURLA COMPLEX, BANDRA (EAST), MUMBAI – 400051. ) …TRANSFEROR COMPANY 2

AND

EXPLANATORY STATEMENT UNDER SECTIONS 230 AND 232 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (“ACT”) AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (“CAA RULES”) TO THE NOTICE OF THE MEETING OF EQUITY SHAREHOLDERS OF JSW STEEL LIMITED, CONVENED PURSUANT TO ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH (“TRIBUNAL”) DATED JANUARY 12, 2023 (“ORDER”)

The Tribunal by the Order has directed separate meetings to be convened of the Equity Shareholders of JSW Ispat Special Products Limited and Equity Shareholders of JSW Steel Limited, for the purpose of their consideration and if thought fit, approving, with or without modification(s), the proposed composite Scheme of Arrangement amongst Creixent Special Steels Limited (''Transferor Company 1") JSW Ispat Special Products Limited (''Transferor Company 2") and JSW Steel Limited (''Transferee Company") and their respective shareholders and creditors ( "Scheme" ) appended herewith as ANNEXURE-1. Transferor Company 1, Transferor Company 2 and Transferee Company are hereinafter also where the context admits, collectively referred to as the "Companies" . The Scheme provides for inter alia , (i) amalgamation of the Transferor Company 1 with and into the Transferee Company; (ii) amalgamation of the Transferor Company 2 with and into the Transferee Company; (iii) issuance of equity shares by the Transferee Company to the equity shareholders of the Transferor Company 1 (except to the Transferee Company); (iv) issuance of equity shares by the Transferee Company to the equity shareholders and compulsorily convertible preference shareholders of the Transferor Company 2 (other than the Transferee Company and Transferor Company 1) and (v) the dissolution without winding up of the Transferor Company 1 and Transferor Company 2.

Capital terms not defined herein and used in the respective notice convening the aforesaid meetings and this statement shall have the same meaning as ascribed to them in the Scheme.12

BACKGROUND OF THE COMPANIES

Particulars of the Transferor Company 1:
Creixent Special Steels Limited (“Transferor Company 1”) is a public limited company incorporated under Act having its Registered Office at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai-400051. The Transferor Company 1 was incorporated on February 27, 2018. The Transferor Company 1 shifted its Registered Office from the State of Chhattisgarh to the State of Maharashtra, and Certificate of Registration of the Regional Director’s order for change of State was issued on January 21, 2022 by the Registrar of Companies, Mumbai. The Transferor Company 1 is inter alia engaged in the business of trading in steel and steel products and holding investments. The Transferor Company 1 has issued certain non-convertible debentures, which are listed on the wholesale debt market segment of BSE Limited (“ BSE ”).
The main objects of the Transferor Company 1 as set out in its Memorandum of Association are briefly as under :-

1. To carry on the business of manufacturing, processors, refiners, smelters, makers, converters, finishers, importers, exporters, agents, merchants, buyers, sellers, dealers and traders in all kinds and forms of steels including tools and alloy steels, stainless and all other special steels, iron and other metals and alloys, all kinds of goods, products, articles or merchandise whatsoever manufactured wholly or partly from steels and other metals and alloys; including setting up/ acquiring manufacturing facilities, casting and rolling mill plants and also to carry on business of iron masters, steel and metal converters, colliery proprietors, coke manufacturers, ferro alloy manufacturers, miners, smelters and engineers in all their respective branches and to search for, get, work, raise, make merchantable, manufacture, process, warehouse, buy, sell and otherwise trade or deal, as a wholesaler or retailer or commission agent, in iron, Pig Iron, Granulated slag, Iron Ore, Pellets, Steel Fines and other metals, coal, coke, brick-earth, fire-clay, bricks, ores, minerals and mineral substance, alloys and metal scrap of all kinds.

2. To carry on the business of mechanical engineers and to design, construct, fabricate and manufacture all kinds of machines, tools and implements, iron and brass founders, metal workers, machinists, iron and steel workers, smiths, metallurgist, producers of electric energy, appliances; to carry out research and development for any activity; operations process of system; to act as consultants for any metallurgical, chemical or engineering work; to produce, purchase, refine, prepare, process, alter; import, export sell and generally deal in ferro-alloys and in machinery and connected therewith; to acquire, erect, construct, establish, operate and maintain factories, quarries, workshops; to construct, maintain, improve, manage, work, control and superintend any rods, underground tunnels, tramways and railway lines and siding mills, crushing work, hydraulic works, electric work factories, warehouses, shops, levels, shafts, coaling stations.

During the last five years, there has been no change in the object clause of the Transferor Company 1.
The share capital structure of the Transferor Company 1 as on May 27, 2022 is as under :-

==> picture [458 x 160] intentionally omitted <==

----- Start of picture text -----

Share Capital Amount (INR)
Authorised Share Capital
1,50,00,000 (Fifteen Million) Equity Shares of INR. 10/- (Indian Rupees Ten only) each 15,00,00,000
40,00,00,000 (Four Hundred Million) Preference Shares of INR. 10/- (Indian Rupees Ten only) each 4,00,00,00,000
Total 4,15,00,00,000
Issued, Subscribed and Paid-up Share Capital
1,00,00,000 (Ten Million) Equity Shares of INR. 10/- (Indian Rupees Ten only) each 10,00,00,000
37,02,69,610 (Three Hundred Seventy Million Two Hundred Sixty-Nine Thousand Six Hundred and 3,70,26,96,100
Ten) Preference Shares of INR. 10/- (Indian Rupees Ten only) each
Total 3,80,26,96,100
----- End of picture text -----

Subsequent to May 27, 2022, there has been no change in the aforesaid share capital structure of the Transferor Company 1.
The audited accounts of the Transferor Company 1 for the financial year ended on March 31, 2022 is annexed hereto and marked as ANNEXURE-2 . The unaudited standalone provisional accounts of the Transferor Company 1 as on December 31, 2022 is annexed hereto and marked as ANNEXURE-3 .

The details of the Directors and Promoters of the Transferor Company 1 (as on January 31, 2023) along with their address are mentioned herein-below:-
a. Directors

Sl. No.	Name	Date of Appointment	Date of Appointment	Age	Age	Designation	DIN	DIN	Address
1	Naresh Lalwani	January 19, 2022		48		Director	07587109		Flat No. 602, Heritage City, Gurgaon, Haryana-122002
2	Anuradha Bajpai	November 01, 2018		55		Independent Director	07128141		206 Eureka, Hiranandani Estate, Ghodbunder Road, Thane (West), Mumbai-400607
3	Chirag Bhansali	October 23, 2018		45		Independent Director	07395877		201, Raj Ashish, M.G. Road Near Kala Hanuman Mandir, Kandivali west Mumbai 400067
4	Nikhil Gahrotra	August 31, 2018		43		Director	01277756		12, Praneet, Dr. J. Palekar Road, Worli, Mumbai-400030
5	Aditya Gupta	January 17, 2023		42		Additional Director	02408452		6602, B Wing, Allura Towers, Lodha Park, SB Road, Lower Parel (W), Mumbai-400013
Promoters and Promoter Group
Sl. No.	Name		Category		No. of Equity Shares in Transferor Company 1 as on December 31, 2022			Address
1	JSW Steel Limited (alongwith its nominees)		Promoter		48,00,000			JSW Centre, Bandra Kurla Complex, Bandra East, Mumbai 400051
2	AION Investments Private II Limited		Promoter		41,86,606			Lot 15 A3, 1stFloor, Cybercity, Ebene 72201, Mauritius
3	JTPM Atsali Limited		Promoter		10,13,394			Grand Palladium, 6thFloor 175 CST Road, Kolivery Village MMRDA Area, Santacruz East Mumbai- 400098

b. Promoters and Promoter Group

The details of the shareholding of the Directors and Key Managerial Personnel of the Transferor Company 1, in the Transferor Company 1, Transferor Company 2 and the Transferee Company, as on January 27, 2023 is as follows:

Sl. No.	Name	Designation	No. of Equity Shares held in Transferor Company 1	No. of Equity Shares held in Transferor Company 2	No. of Equity Shares held in Transferee Company
1	Naresh Lalwani	Director	Nil	Nil	Nil
2	Anuradha Bajpai	Independent Director	Nil	Nil	Nil
3	ChiragBhansali	Independent Director	Nil	Nil	Nil
4	Nikhil Gahrotra	Director	Nil	Nil	Nil
5	Aditya Gupta	Additional Director	Nil	Nil	Nil
6	Keshav Anand	Chief Financial Ofcer	Nil	10	645
7	Suresh Narain Prasad	Chief Executive Ofcer	Nil	Nil	200
8	Snigdha Tripathi	CompanySecretary	Nil	21	Nil

None of the Directors and Key Managerial Personnel of the Transferor Company 1 hold preference shares in the Transferor Company 1 or Transferor Company 2.

It is submitted that the Transferor Company 1 has entered into a Debenture Trust Deed dated August 25, 2018 (“ Debenture Trust Deed ”) with Catalyst Trusteeship Limited (“ Debenture Trustee ”) with respect to the listed unsecured non-convertible debentures (“ NCDs ”) issued by the Transferor Company 1 and which are currently held by the Transferee Company (“ NCD Holder ”). The Debenture Trustee acts on behalf of and for the benefit of NCD Holder, namely, the Transferee Company, who presently holds 100% of the NCDs issued by the Transferor Company 1. The NCDs represent 58.23% of the unsecured debt of the Transferor Company 1. In terms of the Debenture Trust Deed, the Debenture Trustee, acting on the instruction of the NCD Holder, i.e., the Transferee Company has given its written consent to the Scheme.

Particulars of Transferor Company 2

JSW Ispat Special Products Limited (Transferor Company 2”) is a public limited company incorporated under the Companies Act, 1956 (“ 1956 Act ”) having its Registered Office at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai-400051. The Transferor Company 2 was incorporated on February 1, 1990 in the State of West Bengal under the name Monnet Ispat Limited. The Registered Office of the Transferor Company 2 was shifted from the State of West Bengal to NCT of Delhi in terms of Certificate dated January 19, 1993, issued by the Assistant Registrar of Companies, Delhi & Haryana. The Registered Office of the Transferor Company 2 was thereafter shifted from the NCT of Delhi to State of Madhya Pradesh in terms of Certificate dated August 16, 1995 issued by the Registrar of Companies, Madhya Pradesh, Gwalior. On March 21, 2006, the name of the Transferor Company 2 was changed to Monnet Ispat and Energy Limited in terms of fresh Certificate of Incorporation issued by the Registrar of Companies, M.P. & Chhattisgarh, Gwalior. The name of the Transferor Company 2 was changed to its present name i.e. JSW Ispat Special Products Limited in terms of Certificate of Incorporation pursuant to change of name dated September 23, 2020. The Transferor Company 2 shifted its registered office from the State of Madhya Pradesh to the State of Chhattisgarh. Thereafter the Transferor Company 2 shifted its Registered Office from the State of Chhattisgarh to the State of Maharashtra, and Certificate of Registration of the Regional Director’s order for change of State was issued on July 8, 2021 by the Registrar of Companies, Mumbai. The Transferor Company 2 is Inter alia engaged in the business of manufacturing and marketing of sponge iron, pellets, steel and ferro alloys. The equity shares of the Transferor Company 2 are listed on the BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”). The Transferor Company 2 has not issued any debentures.
The main objects of the Transferor Company 2 as set out in its Memorandum of Association are briefly as under:-

1. To produce, manufacture, process, purchase, import, export, sell and deal in all kinds of pre-reduced forms of iron such as sponge iron, grey iron, alloy iron, ductile iron, S.G. iron, malleable iron, pig iron, cast iron and special iron and all forms of ferro alloys such as ferro silicon, ferro crome, ferro manganese etc. and all kinds of steel in all forms including alloy steel, mild steel and stainless steel and/or bye products thereof; and all kinds of goods, products, articles or merchandise whatsoever manufactured wholly or partly from ores, minerals scraps, sludge, bye products, steels and other metals and alloys bearing metals.

2. To engage in the trades or business of iron ore processors, iron masters, steel makers, steel converters, rolled steel makers, miners, smelters, engineers, tin plate makers and iron founders in their respective branches and manufacture of all agglomerated steel products such as bars, rods, spun pipes, ingots, billets, tubes and other sections, sheets and plates, wires and wire products of iron steel and other metals and to conduct and carry on any business relating to rolling, casting, welding, extruding, stretch-reducing, forging, forming, processing, drawing, machining, grinding, processing, working or finishing all kinds of metals and alloys.

3. To search for, get work, raise, make merchantable, buy, sell and deal in iron, steel, steel products, coal, coke, iron, stone, lime, limestone, manganese, ferro mangenese and all other ferro alloys, agnesite, clay, fire bricks, bricklearth bricks, tiles, and other metals, minerals and substance and to manufacture and sell briquette and other fuel and generally to undertake and carry on any business, transaction of operation commonly undertaken or carried on by explorers, prospectus or concessionaries and to search for, win, work, get-calcine, reduce, amalgamate, beneficiate, dress, refine and prepare for the market any (quartz and) ore and mineral substances and to buy, sell, manufacture and deal in minerals and mineral products, plant and machinery, and other things capable of being used in connection with mining or metallurgical operations and to take up the business of founders, moulders, mechanical, structural, chemical electrical or civil engineers.

4. To mine, quarry, smelt, refine, manufacture, process, fabricate, purchase or otherwise, acquire, sell or otherwise dispose off or deal in ores, scraps, metals and alloys and metal goods, wares and products of all kinds, chemicals, chemical substances, minerals or other materials of every kind needed for or resulting from the mining, production or processing of iron, steel or other ferrous or non-ferrous metals and alloys and products of every kind.

During the last five years, there has been no change in the object clause of the Transferor Company 2.
The share capital structure of the Transferor Company 2 as on May 27, 2022 is as under :

==> picture [459 x 171] intentionally omitted <==

----- Start of picture text -----

Share Capital Amount (INR)
Authorised Share Capital
1,00,00,00,000 (One Billion) Equity Shares of INR. 10/- (Indian Rupees Ten only) each 10,00,00,00,000
55,00,00,000 (Five Hundred Fifty Million) Preference Shares of INR. 10/- (Indian Rupees Ten only) each 5,50,00,00,000
Total 15,50,00,00,000
Issued, Subscribed and Paid-up Share Capital
46,95,47,534 (Four Hundred Sixty-Nine Million Five Hundred Forty Seven Thousand Five Hundred 4,69,54,75,340
and Thirty Four) Equity Shares of INR. 10/- (Indian Rupees Ten only) each
5,259,80,000 (Five Hundred Twenty Five Million Nine Hundred Eighty Thousand) Compulsorily
5,25,98,00,000
Convertible Preference Shares of INR. 10/- (Indian Rupees Ten only) each
Total 9,95,52,75,340
----- End of picture text -----

Subsequent to May 27, 2022, there has been no change in the aforesaid share capital structure of the Transferor Company 2.
The audited accounts of the Transferor Company 2 for the financial year ended on March 31, 2022 is annexed hereto and marked as ANNEXURE-4 . The unaudited financial results of the Transferor Company 2 as on December 31, 2022 is annexed hereto and marked as ANNEXURE-5 .
The details of the Directors and Promoters of the Transferor Company 2 (as on January 31, 2023) along with their address are mentioned herein-below :-
a. Directors

Sl. No.	Name	Date of Appointment	Age	Designation	DIN	Address
1	Jyotin Mehta	July 30, 2018	64	Independent Director	00033518	Y 804/5 Golden Rays, Shastri Nagar, Andheri West, Mumbai- 400053
2	Anuradha Bajpai	July 30, 2018	55	Independent Director	07128141	206 Eureka, Hiranandani Estate, Ghodbunder Road, Thane (West), Mumbai-400607
3	Krishna Deshika	July 20, 2021	67	Independent Director	00019307	14 II Main III Stage AECS Layout, Sanjaynagar, Bangalore North, Bengaluru-560094
4	Nikhil Gahrotra	August 31, 2018	43	Director	01277756	12, Praneet, Dr. J. Palekar Road, Worli, Mumbai-400030
5	Paresh Shah	September 01, 2022	51	Whole-time Director	09692116	Flat No. 12, Building No. 3, Bhagirath Aprt., Ameya Park, Nawapur, Boisar Palghar, Thane- 401501
6	Naresh Lalwani	December 24, 2021	48	Director	07587109	Flat No. 602, Heritage City, Gurgaon, Haryana-122002
7	Aditya Gupta	January 17, 2023	42	Additional Director	02408452	6602 B Wing, Allura Towers, Lodha Park, SB Road, Lower Parel (W), Mumbai-400013

b. Promoters and Promoter Group

Sl. No.	Name	Category	No. of Equity Shares held in Transferor Company 2 as on December 31, 2022	Address
1	Creixent Special Steels Limited	Promoter	22,59,34,607	JSW Centre, Bandra Kurla Complex, Bandra East, Mumbai 400051
2	JTPM Atsali Limited	Promoter	2,35,08,427	Grand Palladium 6thFloor 175 CST Road, Kolivery Village MMRDA Area, Santacruz East Mumbai- 400098
3	JSW Techno Projects Management Limited	Promoter Group	2,05,808	JSW Centre, Bandra Kurla Complex, Bandra East, Mumbai 400051
4	JSW Steel Limited	Promoter	399	JSW Centre, Bandra Kurla Complex, Bandra East, Mumbai 400051
5	AION Investments Private II Limited	Promoter	Nil	Lot 15 A3, 1stFloor, Cybercity, Ebene 72201, Mauritius

The details of the shareholding of the Directors and Key Managerial Personnel of the Transferor Company 2, in the Transferor Company 1, Transferor Company 2 and the Transferee Company, as on January 27, 2023 is as follows:

Sl. No.	Name	Designation	No. of Equity Shares held in Transferor Company 1	No. of Equity Shares held in Transferor Company 2	No. of Equity Shares held in Transferee Company
1	Jyotin Mehta	Independent Director	Nil	Nil	Nil
2	Anuradha Bajpai	Independent Director	Nil	Nil	Nil
3	Krishna Deshika	Independent Director	Nil	Nil	700
4	Nikhil Gahrotra	Director	Nil	Nil	Nil
5	Paresh Shah	Whole-time Director	Nil	42	6,891
6	Naresh Lalwani	Director	Nil	Nil	Nil
7	Aditya Gupta	Additional Director	Nil	Nil	Nil
8	Kiran Menon	Chief Financial Ofcer	Nil	Nil	Nil
9	AjayKadhao	CompanySecretary	Nil	100	Nil

None of the Directors and Key Managerial Personnel of the Transferor Company 2 hold preference shares in the Transferor Company 1 or Transferor Company 2.

Particulars of the Transferee Company

JSW Steel Limited (Transferee Company) , is a public limited company incorporated under the 1956 Act, having its Registered Office at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 400051. The Transferee Company was incorporated on March 15, 1994 in the State of Karnataka under the name Jindal Vijayanagar Steel Limited. The Registered Office of the Transferee Company was shifted from the State of Karnataka to State of Maharashtra in terms of Certificate dated April 29, 2005 issued by the Registrar of Companies, Maharashtra, Mumbai. The name of the Transferee Company was changed to its present name i.e. JSW Steel Limited in terms of Certificate of Incorporation consequent on change of name dated June 16, 2005. The Transferee Company is engaged in the business of manufacturing steel and offers a wide gamut of steel products. The Equity Shares of the Transferee Company are listed on the BSE and NSE. The non-convertible debentures of the Transferee Company are listed on BSE. The unsecured foreign currency bonds of the Transferee Company are listed on the Singapore Stock Exchange.

The main objects of the Transferee Company as set out in its Memorandum of Association are briefly as under :-

1. To set up Iron & Steel making facilities and continuous casting and hot and cold rolling mill plants for producing ferrous and non-ferrous metals, alloy steels, steel ingots, Steel Slabs billets and all kinds and all sizes of iron and steel re-rolled sections i.e. Flats, Angles, Rounds, Squares, Rails, Joists, Channels, Slabs, Strips Coils, Sheers, Plates, Deformed Bars, plain and cold twisted bars and shaftings.

2. To carry on the business of manufacturers, processors, refiners, smelters, makers, converters, finishers, importers, exporters, agents, merchants, buyers, sellers and dealers in all kinds and forms of steels including tools and alloy steels, stainless and all other special steels, iron and other metals and alloys, all kinds of goods, products, articles or merchandise whatsoever manufactured wholly or partly from steels and other metals and alloys; and also the business and iron masters, steel and metal converters, colliary proprietors, coke manufacturers, ferroalloy manufacturers, miners, smelters and engineers in all their respective branches and to search for, get, work, raise, make, merchantable, manufacture, process; buy sell and otherwise deal in iron, Pig Iron, Granulated slag, Iron Ore Fines, steel and other metals, coal, coke, brick-earth, fireclay, bricks, ores, minerals and mineral substances, gases, alloys, metal scrap, chemicals and chemical substances of all kinds.

During the last five years, there has been no change in the object clause of the Transferee Company.
The share capital structure of the Transferee Company as on May 27, 2022 is as under :-

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Share Capital Amount (INR)
Authorised Capital
60,15,00,00,000 Equity Shares having a face value of INR 1 (Indian Rupee One only) each 60,15,00,00,000
3,00,00,00,000 Preference Shares having face value of INR 10 (Indian Rupees Ten only) each 30,00,00,00,000
Total 90,15,00,00,000
Issued, Subscribed and Paid-up Capital
2,41,72,20,440 Equity Shares having a face value of INR 1 (Indian Rupee One only) each 2,41,72,20,440
Total 2,41,72,20,440
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There has been no change in the share capital structure of the Transferee Company subsequent to May 27, 2022.
The audited accounts of the Transferee Company for the financial year ended on March 31, 2022, is annexed hereto and marked as ANNEXURE-6 . The unaudited financial results of the Transferee Company as on December 31, 2022, is annexed hereto and marked as ANNEXURE-7.
The details of the Directors and Promoters of the Transferee Company (as on January 31, 2023) along with their address are mentioned herein-below:-

a. Directors

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Sl. Name Date of Age Designation DIN Address
No. Appointment
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Sl. No.	Name	Date of Appointment	Age	Designation	DIN	Address

1	Sajjan Jindal	March 15, 1994	63	Chairman & Managing Director	00017762	JSW Centre, Bandra Kurla Complex, Bandra East, Mumbai - 400 051
2	Seshagiri Rao MVS	April 06, 1999	65	Jt. Managing Director & GroupCFO	00029136	JSW Centre, Bandra Kurla Complex, Bandra East, Mumbai - 400 051
3	Jayant Acharya	May 07, 2009	60	Dy. Managing Director	00106543	JSW Centre, Bandra Kurla Complex, Bandra East, Mumbai - 400 051
4	Dr. Punita Kumar Sinha	October 28, 2012	60	Independent Director	05229262	51 Gate House Road, Chestnut Hill, Newton, MA - 02467

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Sl. Name Date of Age Designation DIN Address
No. Appointment
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Sl. No.	Name	Date of Appointment	Age	Designation	DIN	Address
5	Seturaman Mahalingam	July 27, 2016	75	Independent Director	00121727	No.6, Subbaraya Iyer Avenue, Abhiramapuram, Chennai - 600 018
6	Haigreve Khaitan	September 30, 2015	52	Independent Director	00005290	Indiabulls Tower No. 1, 13th Floor Senapati Bapat Marg, Mumbai - 400 013
7	Harsh Charandas Mariwala	July 25, 2018	71	Independent Director	00210342	2ndFloor, 7 on the hill Apartments, Auxilium Convent Lane, Near Rajendra Kumar Chowk, Pali Hill, Bandra West, Mumbai - 400 050
8	Nirupama Rao	July 25, 2018	72	Independent Director	06954879	Apartment D, Springleaf Apartments, No.6, Brunton Cross Road, Bangalore - 560 025
9	Fiona Jane Mary Paulus	May 27, 2022	63	Independent Director	09618098	Upper Flat, 155 Gloucester Avenue, London NW1, 8LA, UK
10	Marcel Fasswald	October 21, 2022	53	Independent Director	00140134	Steinbergweg 9, 42579 Heiligenhaus, Germany
11	Hiroyuki Ogawa	May 17, 2017	62	Nominee Director JFE Steel Corporation, Japan	07803839	JFE Steel Corporation, 2-2-3 Uchisaiwaicho, Chiyoda-Ku, Tokyo - 110 0011, Japan
12	Dr. M. R. Ravi	January 21, 2022	56	Nominee Director, KSIIDC	08254276	Managing Director, “KSIIDC”, ‘Khanija Bhavan’ 4thFloor, East Wing, 49, Race Course Road, Bangalore – 560 001

b. Promoters and Promoter Group:

Promoters and Promoter Group:	Promoters and Promoter Group:	Promoters and Promoter Group:	Promoters and Promoter Group:	Promoters and Promoter Group:

Promoters and Promoters Group
SI. NO.	Name	Category	No. of Equity Shares in Transferee Company as on December 31, 2022	Address
1	Savitri Devi Jindal	Promoter	75,300	Jindal House, Model Town, Delhi Road, Hissar - 125001
2	Sajjan Jindal	Promoter	31,000	JSW Centre, Bandra Kurla Complex, Bandra East, Mumbai - 400 051
3	P R Jindal HUF	Promoter Group	45,550	6, Prithvi Raj Road, New Delhi -– 110011
4	Naveen Jindal (HUF)	Promoter Group	27,790	6, Prithvi Raj Road, New Delhi - 110011
5	Deepika Jindal	Promoter Group	1,48,650	Jindal House, Model Town, Delhi Road, Hissar - 125005


Promoters and Promoters Group
SI. NO.	Name	Category	No. of Equity Shares in Transferee Company as on December 31, 2022	Address
6	Sminu Jindal	Promoter Group	55,970	A-5, Anand Niketan, New Delhi -– 110021
7	Saroj Bhartia	Promoter Group	2,37,110	6-B, Lane No-6, Near New Church, Green Avenue, Vasant Kunj, New Delhi - 110070
8	Naveen Jindal	Promoter Group	27,200	6, Prithvi Raj Road, New Delhi - 110011
9	S K Jindal and Sons HUF	Promoter Group	58,000	Jindal House 32, Walkeshwar Road, Mumbai -– 400006
10	Seema Jindal	Promoter Group	17,65,000	C 2, 3rdFloor, Westend, VTC South, Motibagh, South West Delhi - 110021
11	Tripti Jindal Arya	Promoter Group	50,660	26thFloor, Orbit Arya Darabshaw, Neapeansea Road, Mumbai - 400006
12	Arti Jindal	Promoter Group	3,12,130	6, Prithvi Raj Road, New Delhi - 110011
13	Sangita Jindal	Promoter Group	1,000	Jindal House 32, Walkeshwar Road, Mumbai - 400006
14	Tarini Jindal Handa	Promoter Group	49,93,890	Jindal House 32, Walkeshwar Road, Mumbai -– 4000060
15	Urmila Bhuwalka	Promoter Group	2,95,000	701/702, Nirman Kendra, 20 Dr. E. Moses Road, Mahalaxmi, Mumbai - 400011
16	Nirmala Goel	Promoter Group	1,73,000	808, Mohan Kunj, DLF Colony, Behind Income Tax Colony, Rohtak, Haryana - 124001
17	Tanvi Shete	Promoter Group	49,63,630	402/502, Anand 42, Zigzag Road, Pali Hill, Bandra, Mumbai - 400050
18	Aiyush Bhuwalka	Promoter Group	10,000	701/702 Nirman Kendra, 20, DR. E. Moses Road, Mahalaxmi, Mumbai - 400011
19	Parth Jindal	Promoter Group	17,70,000	Jindal House 32, Walkeshwar Road, Mumbai - 400006
20	Karnataka State Industrial And Infrastructure Development Corporation Limited	Promoter Group	90,79,520	KSIIDC, No.49, Khanija Bhavan, 4th Floor, East Wing, Race Course Road, Bangalore - 560001
21	Nalwa Sons Investments Limited	Promoter Group	4,54,86,370	OP Jindal Marg, Hissar - 125005
22	JSW Energy Limited	Promoter Group	7,00,38,350	Jindal Mansion, 5 A, Dr. G. Deshmukh Marg, Mumbai - 400026
23	Reynold Traders Private Limited	Promoter Group	1,000	Jindal Enclave, Appa Saheb Marathe Marg, Old Standard Mill Compound, Prabhadevi, Mumbai - 400025


Promoters and Promoters Group
SI. NO.	Name	Category	No. of Equity Shares in Transferee Company as on December 31, 2022	Address
24	JSW Holdings Limited	Promoter Group	18,14,02,230	Jindal Mansion, 5 A, Dr. G. Deshmukh Marg, Mumbai - 400026
25	JSW Projects Limited	Promoter Group	21,300	Jindal Enclave, Appa Saheb Marathe Marg, Old Standard Mill Compound, Prabhadevi, Mumbai - 400025
26	Hexa Tradex Limited	Promoter Group	13,620	Jindal Centre, 12, Bhikaji Cama Place, New Delhi - 110066
27	JSW Techno Projects Management Limited	Promoter Group	26,45,96,120	JSW Centre, Bandra Kurla Complex, Bandra East, Mumbai - 400051
28	Sajjan Jindal (Tanvi Jindal Family Trust)	Promoter Group	100	Jindal House 32, Walkeshwar Road, Mumbai - 400006
29	Sajjan Jindal (Tarini Jindal Family Trust)	Promoter Group	100	Jindal House 32, Walkeshwar Road, Mumbai - 400006
30	Sajjan Jindal (Parth Jindal Family Trust)	Promoter Group	100	Jindal House 32, Walkeshwar Road, Mumbai - 400006
31	JTPM Metal Traders Ptivate Limited	Promoter Group	6,83,79,700	JSW Centre, Bandra Kurla Complex, Bandra East, Mumbai -– 400051
32	Virtuous Tradecorp Private Limited	Promoter Group	6,03,68,250	Jindal Stainless, Hissar Limited Omplex, OP Jindal Marg, Hissar - 125005
33	Vividh Finvest Private Limited	Promoter Group	14,33,70,690	JSW Centre, Bandra Kurla Complex, Bandra East, Mumbai - 400051
34	South West Mining Limited	Promoter Group	61,300	South West Mining Limited, JSW Mining Ofce, Near Talur Cross, P O Vidyanagar, Toranagallu - 583275
35	JSW Investments Private Limited	Promoter Group	1,000	Jindal Mansion, 5 A Dr G. Deshmukh Road, Mumbai - 400026
36	Sajjan Jindal (Sajjan Jindal Family Trust)	Promoter Group	100	Jindal House 32, Walkeshwar Road, Mumbai - 400006
37	Sajjan Jindal (Sajjan Jindal Lineage Trust)	Promoter Group	100	Jindal House 32, Walkeshwar Road, Mumbai - 400006
38	Sajjan Jindal (Sangita Jindal Family Trust)	Promoter Group	100	Jindal House 32, Walkeshwar Road, Mumbai - 400006
39	Siddeshwari Tradex Private Limited	Promoter Group	8,45,50,760	28, Najafgarh Road, New Delhi - 110015
40	Sahyog Holdings Private Limited	Promoter Group	11,20,67,860	JSW Centre, Bandra Kurla Complex, Bandra East, Mumbai - 400051


Promoters and Promoters Group
SI. NO.	Name	Category	No. of Equity Shares in Transferee Company as on December 31, 2022	Address
41	Sarika Jhunjhnuwala	Promoter Group	55,000	HSBC Securities Services, 11thFloor, Bldg 3, Nesco - IT Park, Nesco Complex, W.E. Highway, Goregaon (East), Mumbai - 400063
42	Estrela Investment Company Limited	Promoter Group	41,60,070	IFS Court, Twenty - Eight, Cybercity Ebene, Mauritius - 101010
43	Nacho Investments Limited	Promoter Group	42,07,380	IFS Court, Twenty - Eight, Cybercity Ebene, Mauritius - 101010
44	Beaufeld Holdings Limited	Promoter Group	42,27,970	IFS Court, Twenty - Eight, Cybercity Ebene, Mauritius -– 111111
45	JSL Overseas Limited	Promoter Group	2,10,26,090	IFS Court, Twenty - Eight, Cybercity Ebene, Mauritius - 230, 111111
46	Mendeza Holdings Limited	Promoter Group	42,18,090	IFS Court, Twenty - Eight, Cybercity Ebene, Mauritius - 101010

The details of the shareholding of the Directors and Key Managerial Personnel of the Transferee Company, as on January 27, 2023, is as follows:

Sl. No.	Name	Designation	No. of Equity Shares held in Transferee Company as on January 27, 2023
1	Sajjan Jindal	Chairman & ManagingDirector	31,000
2	Seshagiri Rao MVS	Jt. ManagingDirector & GroupCFO	2,23,200
3	Jayant Acharya	Dy. ManagingDirector	92,160
4	Dr. Punita Kumar Sinha	Independent Director	Nil
5	Seturaman Mahalingam	Independent Director	Nil
6	Haigreve Khaitan	Independent Director	Nil
7	Harsh Charandas Mariwala	Independent Director	Nil
8	Nirupama Rao	Independent Director	Nil
9	Fiona Jane MaryPaulus	Independent Director	Nil
10	Marcel Fasswald	Independent Director	Nil
11	Hiroyuki Ogawa	Nominee Director JFE Steel Corporation, Japan	Nil
12	Dr. M.R. Ravi	Nominee Director, KSIIDC	Nil
13	Rajeev Pai	Chief Financial Ofcer	Nil
14	LancyVarghese	CompanySecretary	1347

Note: Directors and Key Managerial Personnel of the Transferee Company, as on January 27, 2023 do not have any holding in the Transferor Company 1 and Transferor Company 2 except Mr. Lancy Varghese who holds 3 equity shares in Transferor Company 2. The above shareholding does not include shares jointly held with other person.

The details of the Board meeting at which the Scheme was approved by the respective Board of Directors of the Transferor Company 1, Transferor Company 2 and the Transferee Company including the name of the Directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution, are as under:

a. Transferor Company 1

S. No.	Name of Director	Voted in Favour/ Against/ Did not Participate at meeting held on May 27, 2022
1	Anuradha Bajpai	Voted In Favour
2	ChiragBhansali	Voted In Favour
3	Nikhil Gahrotra	Voted In Favour
4	Naresh Lalwani	Voted In Favour
5	Kaushik Subramaniam^	Voted In Favour
6	Aditya Gupta*	Not Applicable

*Appointed on January 17, 2023 ^ resigned w.e.f. January 16, 2023

b. Transferor Company 2

S. No.	Name of Director	Voted in Favour/ Against/ Did not Participate at meeting held on May 27, 2022
1	Jyotin Mehta	Voted In Favour
2	Anuradha Bajpai	Voted In Favour
3	Krishna Deshika	Voted In Favour
4	Nikhil Gahrotra	Voted In Favour
5	Naresh Lalwani	Voted In Favour
6	Paresh Shah#	Not Applicable
7	T Mohan Babu@	Did not Participate(Leave of absencegranted for the meeting)
8	Kaushik Subramaniam^	Voted In Favour
8	Aditya Gupta*	Not Applicable

*Appointed on January 17, 2023

^ resigned w.e.f. January 16,2023

# Appointed on September 01, 2022 @resigned w.e.f. August 31, 2022

c. Transferee Company

S. No.	Name Of Director	Voted in Favour/ Against/ Did not Participate at meeting held on May 27, 2022
01	Sajjan Jindal	Voted In Favour
02	Seshagiri Rao M.V.S	Voted In Favour
03	Jayant Acharya	Voted In Favour
04	Hiroyuki Ogawa	Voted In Favour
05	Seturaman Mahalingam	Voted In Favour
06	Harsh Charandas Mariwala	Voted In Favour
07	Nirupama Rao	Voted In Favour
08	Haigreve Khaitan	Voted In Favour
09	Dr Punita Kumar Sinha	Voted In Favour
10	Fiona Jane MaryPaulus	Voted In Favour
11	Dr. M.R. Ravi, IAS	Voted In Favour
12	Marcel Fasswald*	Not Applicable

*Appointed on October 21, 2022.

RATIONALE AND BENEFIT OF THE AMALGAMATION AS PROPOSED IN THE SCHEME.

The Transferee Company is engaged in the business of manufacturing steel and offers a wide gamut of steel products. The Transferor Company 1 is engaged in the business of trading in steel and steel products and holding investments. The Transferor Company 2 is inter alia engaged in the business of manufacturing and marketing of sponge iron, pellets, steel and ferro alloys.

With a view to consolidate the business and other interests of the Companies aforesaid, it has been decided that the Transferor Company 1 and the Transferor Company 2 with all their business and other interests, be amalgamated with the Transferee Company.
The Companies believe that (a) the proposed amalgamation of the Transferor Company 1 with and into the Transferee Company; (b) the proposed amalgamation of the Transferor Company 2 with and into the Transferee Company, and (c) the other arrangements contemplated under the Scheme, would be to the benefit of the shareholders and creditors of each of the respective company and would, inter alia , in terms of the Scheme, have the following benefits:
(a) Synergies in business: The Companies are engaged in similar and/ or complementary businesses and their proposed amalgamation pursuant to the 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, result in reduction of costs, better alignment, coordination and streamlining of day-to-day operations of the units;
(b) Optimization of raw material procurement: The Transferee Company has captive iron ore mines and merchant iron ore mines. The manufacturing unit of the Transferor Company 2 situated at Raigarh, sources iron ore from the merchant mines of the Transferee Company and pursuant to the proposed amalgamation, the Transferor Company 2 will also source iron ore from the captive iron ore mines of the Transferee Company, which are located closer to the Transferor Company 2, than the merchant iron ore mines of the Transferee Company. Such combined sourcing of raw materials will result in reduction in overall cost of procurement. Further, the requirement of coke for the manufacturing activities of the Transferor Company 2 can also be supplied by the Transferee Company, thereby resulting in further reduction of procurement costs;
(c) Utilization of surplus rolling capacity: The Transferor Company 2 commenced its slab manufacturing capacity in FY 2022. With the commissioning of a second electric arc furnace (EAF) by Transferor Company 2 expected in Q2 FY 2023, its ability to produce crude steel will increase. The facilities of the Transferee Company at Vijayanagar and Anjar have surplus rolling capacity. Thus, the slabs manufactured by the Transferor Company 2 can be rolled in the said facilities of the Transferee Company, thereby providing opportunity for transfer of intermediate products within the facilities, and thereby increasing the capacity utilization of the Transferee Company’s rolling mills;
(d) Simplified structure and management efficiency: The proposed amalgamation will result in a simplification of the existing corporate structure and eliminate administrative duplications, consequently reducing the administrative costs of maintaining separate companies, while reducing the multiple legal and regulatory compliances;
(e) Enhancing presence in central India: The Transferee Company does not have manufacturing presence in central India. Pursuant to the proposed amalgamation, the Transferee Company shall be better positioned to service customer needs basis their combined portfolio of products and marketing capabilities in central India. The proposed amalgamation will provide opportunities to access new markets, segments, product offerings and customers in central India. Further, with a common credit management system, the customers are expected to benefit from an improved channel financing facility from the combined company;
(f) Improved automation: The proposed amalgamation will result in increased level of automation across all plants of the Transferor Company 2 by using the information technology application and systems of the Transferee Company.
SALIENT FEATURES OF THE SCHEME
A. The Appointed Date under the Scheme means April 01, 2022.
B. The Scheme provides for the amalgamation of the Transferor Company 1 with and into the Transferee Company such that the Transferor Company 1 shall stand amalgamated with and into the Transferee Company in the manner as described herein:-
- a. Upon the Scheme coming into effect on the Effective Date 1 (as defined in the Scheme) and with effect from the Appointed Date, all immovable property (including land, buildings and any other immovable property) of the Transferor Company 1, if any, whether freehold or leasehold, and any documents of title, rights and easements in relation thereto, shall stand vested in or be deemed to be vested in the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company. Upon Section I of the Scheme coming into effect on the Effective Date 1 (as defined in the Scheme) and with effect from the Appointed Date, the Transferee Company shall be entitled to exercise all rights and privileges and be liable to pay all

taxes, rent and charges, and fulfill all obligations, in relation to or applicable to such immovable properties, if any, and the relevant landlords, owners and lessors shall continue to comply with the terms, conditions and covenants under all relevant lease / license or rent agreements and shall, in accordance with the terms of such agreements, refund the security deposits and advance / prepaid lease / license fee, if any, to the Transferee Company. Upon Section I of the Scheme coming into effect on the Effective Date 1 (as defined in the Scheme) and with effect from the Appointed Date, the title to the immovable properties of the Transferor Company 1, if any, shall be deemed to have been mutated and recognised as that of the Transferee Company and the mere filing of the vesting order of the Tribunal sanctioning the Scheme with the appropriate registrar and subregistrar of assurances shall suffice as record of the Transferee Company’s title to such immovable properties pursuant to Section I of Scheme coming into effect on the Effective Date 1 (as defined in the Scheme) and shall constitute a deemed mutation and substitution thereof. The Transferee Company shall in pursuance of the vesting order of the Tribunal be entitled to the delivery and possession of all documents of title in respect of such immovable property, if any, in this regard.

b. Upon Section I of the Scheme coming into effect on the Effective Date 1 (as defined in the Scheme) and with effect from the Appointed Date, any and all movable property including without limitation investments in shares and any other securities, all sundry debts and receivables, outstanding loans and advances, if any, relating to the Transferor Company 1, recoverable in cash or in kind or for value to be received, actionable claims, bank balances and deposits, if any with Governmental Authorities, semi-Governmental Authorities, local and other authorities and bodies, customers and other persons, cheques on hand, shall, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company, become the property of the Transferee Company. Without prejudice to the foregoing, the Transferee Company shall be entitled to deposit at any time after the Effective Date 1 (as defined in the Scheme), cheques received in the name of the Transferor Company 1, to enable the Transferee Company to receive the amounts thereunder.
c. Upon Section I of the Scheme coming into effect on the Effective Date 1 (as defined in the Scheme) and with effect from the Appointed Date, all debts, borrowings, liabilities, contingent liabilities, duties and obligations, secured or unsecured, relating to the Transferor Company 1, whether provided for or not in the books of accounts of the Transferor Company 1 or disclosed in the balance sheet of such Transferor Company 1 or not, shall stand transferred to and vested in the Transferee Company, and the same shall be assumed to the extent they are outstanding on the Effective Date 1 (as defined in the Scheme) and become and be deemed to be the debts, liabilities, contingent liabilities, duties and obligations of, and shall be discharged by, the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company. It is clarified that upon Section I of the Scheme coming into effect on the Effective Date 1 (as defined in the Scheme) and with effect from the Appointed Date, there shall be no accrual of interest or other charges in respect of inter-se loans, advances, investments, securities, receivables, payables, and other dues and all such loans, advances, investments, securities, receivables, payables, and other dues outstanding between Transferor Company 1 and the Transferee Company, if any, will stand cancelled and there shall be no further obligations/ outstandings (including with respect to accrual of interest) of the Transferor Company 1 and the Transferee Company in this regard.
d. Upon Section I of the Scheme coming into effect on the Effective Date 1 (as defined in the Scheme) and with effect from the Appointed Date, all incorporeal or Intangible Assets of the Transferor Company 1 or granted to the Transferor Company 1 shall stand vested in and transferred to the Transferee Company and shall become the property and an integral part of the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company.
e. Upon Section I of the Scheme coming into effect on the Effective Date 1 (as defined in the Scheme) and with effect from the Appointed Date, all letters of intent, contracts, deeds, bonds, agreements, insurance policies, capital investment, subsidies, guarantees and indemnities, schemes, arrangements and other instruments of whatsoever nature in relation to the Transferor Company 1 to which it is a party or to the benefit of which it may be entitled or eligible, shall be in full force and effect against or in favour of the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further

act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company, and may be enforced as fully and effectually as if, instead of the Transferor Company 1, the Transferee Company had been a party or beneficiary or obligee thereto. It is clarified that upon Section I of the Scheme coming into effect on the Effective Date 1 (as defined in the Scheme) and with effect from the Appointed Date, all inter-se contracts, deeds, bonds, agreements, guarantees and indemnities, arrangements and other instruments between the Transferor Company 1 and the Transferee Company, if any, will stand cancelled and there shall be no further inter-se rights and obligations of the Transferor Company 1 and the Transferee Company in this regard. Without prejudice to the generality of the foregoing, bank guarantees, performance guarantees, letters of credit, agreements with any Governmental Authority, hire purchase agreements, lending agreements and such other agreements, deeds, documents and arrangements pertaining to the business of Transferor Company 1 or to the benefit of which the Transferor Company 1 may be eligible and which are subsisting or have effect immediately before the Effective Date 1 (as defined in the Scheme), including without limitation all rights and benefits (including without limitation benefits of any deposit, advances, receivables or claims) arising or accruing therefrom, shall, upon Section I of the Scheme coming into effect on the Effective Date 1 (as defined in the Scheme) and with effect from the Appointed Date, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, be deemed to be bank guarantees, performance guarantees, letters of credit, agreements, deeds, documents, and arrangements, as the case may be, of the Transferee Company, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company and shall be appropriately transferred or assigned by the concerned parties/ Governmental Authority in favour of the Transferee Company.

f. Upon Section I of the Scheme coming into effect on the Effective Date 1 (as defined in the Scheme) and with effect from the Appointed Date, any and all statutory licenses or other licenses (including the licenses granted to the Transferor Company 1 by any Governmental Authority for the purpose of carrying on its business or in connection therewith), no objection certificates, permissions, registrations, approvals, consents, permits, quotas, easements, goodwill, entitlements, allotments, concessions, exemptions, advantages, or rights required to carry on the operations of the Transferor Company 1 or granted to the Transferor Company 1 shall stand vested in or transferred to the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company, and shall be appropriately transferred or assigned by the concerned parties or Governmental Authorities in favour of the Transferee Company upon amalgamation of the Transferor Company 1 with and into the Transferee Company pursuant to the Scheme. The benefit of all statutory and regulatory permissions, approvals and consents including without limitation statutory licenses, permissions, approvals or consents required to carry on the operations of the Transferor Company 1 shall vest in and become available to the Transferee Company upon Section I of the Scheme coming into effect on the Effective Date 1 (as defined in the Scheme) and with effect from the Appointed Date, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company.
g. Upon Section I of the Scheme coming into effect on the Effective Date 1 (as defined in the Scheme) and with effect from the Appointed Date, the Transferee Company shall bear the burden and the benefits of any legal or other proceedings (including tax proceedings) initiated by or against the Transferor Company 1. Upon Section I of the Scheme coming into effect on the Effective Date 1 (as defined in the Scheme) and with effect from the Appointed Date, if any notice, dispute, suit, appeal, complaint, claim or other proceeding of whatsoever nature by or against the Transferor Company 1, including (but not limited to) those before any Governmental Authority, be pending, the same shall not abate, be discontinued or in any way be prejudicially affected by reason of the amalgamation of Transferor Company 1 with and into the Transferee Company, or of anything contained in the Scheme but the proceedings shall be continued, prosecuted and enforced by or against the Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor Company 1, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company.
h. Upon Section I of the Scheme coming into effect on the Effective Date 1 (as defined in the Scheme) and with effect from the Appointed Date, all persons who were employed in the Transferor Company 1 immediately before such date shall become employees of the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken

by the Transferor Company 1 or the Transferee Company, on terms and conditions which are overall no less favourable than those that were applicable to such employees immediately prior to such amalgamation, with the benefit of continuity of service and without any break or interruption in service. It is clarified that such employees of the Transferor Company 1 who become employees of the Transferee Company by virtue of the Scheme, shall be governed by the terms of employment of the Transferee Company (including in connection with provident fund, gratuity fund, superannuation fund or any other special fund or obligation), provided that such terms of employment of the Transferee Company are overall no less favourable than those that were applicable to such employees immediately before such amalgamation. In addition, with regard to provident fund, gratuity fund, superannuation fund or any other special fund or obligation created or existing for the benefit of the employees of the Transferor Company 1 who become employees of the Transferee Company by virtue of the Scheme upon Section I of the Scheme coming into effect on the Effective Date 1 (as defined in the Scheme) and with effect from the Appointed Date, (x) all contributions made to such funds by the Transferor Company 1 on behalf of such employees shall be deemed to have been made on behalf of the Transferee Company, and shall be transferred to the Transferee Company, the relevant authorities or the funds (if any) established by the Transferee Company, as the case may be, and (y) all contributions made by such employees, including interests/ investments (which are referable and allocable to the employees transferred), shall be transferred to the Transferee Company, the relevant authorities or the funds (if any) established by the Transferee Company, as the case may be. Where applicable and required, in connection with provident fund, gratuity fund, superannuation fund or any other special fund or obligation created or existing for the benefit of the employees of the Transferor Company 1 who become employees of the Transferee Company by virtue of the Scheme, the Transferee Company shall stand substituted for the Transferor Company 1, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company, for all purposes whatsoever relating to the obligations to make contributions to the said funds in accordance with the provisions of such schemes or funds in the respective trust deeds or other documents. It is the aim and intent of the Scheme that all the rights, duties, powers and obligations of the Transferor Company 1 in relation to such schemes or funds shall become those of the Transferee Company. In addition, upon Section I of the Scheme coming into effect on the Effective Date 1 (as defined in the Scheme) and with effect from the Appointed Date, any prosecution or disciplinary action initiated, pending or contemplated against and any penalty imposed in this regard on any employee forming part of the Transferor Company 1 shall be continued/ continue to operate against the relevant employee and the Transferee Company shall be entitled to take any relevant action or sanction, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company.

i. Upon Section I of the Scheme coming into effect on the Effective Date 1 (as defined in the Scheme) and with effect from the Appointed Date, all direct and indirect taxes of any nature, duties and cess or any other like payment, including (but not limited to) income tax, advance tax, self-assessment tax, regular assessment tax, buy-back tax (“ BBT ”), dividend distribution tax (“ DDT ”), equalization levy, foreign tax credit, tax collection at source (“ TCS ”), tax deduction at source (“ TDS ”), securities transaction tax (“ STT ”), minimum alternate tax (“ MAT ”), value added tax (“ VAT ”), central sales tax, excise duty, customs duty, goods and services tax (“ GST ”), or any other like payments made by the Transferor Company 1 to any statutory authorities, or other collections made by the Transferor Company 1 and relating to the period up to the Effective Date 1, shall be deemed to have been on account of, or on behalf of, or paid by, or made by the Transferee Company, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company in the same manner and to the same extent as would have been enjoyed, availed, or utilized by the Transferor Company 1 before the Effective Date 1 and whether or not the same is reflected in Form 26AS/ Form AIS of the Transferee Company. In addition, upon Section I of the Scheme coming into effect on the Effective Date 1 and with effect from the Appointed Date, all deductions otherwise admissible to Transferor Company 1 including without limitation deduction admissible on actual payment or on deduction of appropriate taxes or on payment of tax deducted at source (including, but not limited to, claim for sum prescribed under Section 43B, Section 40, Section 35DD and Section 94B of the (Indian) Income Tax Act, 1961 (“ IT Act ”), claim for deduction of provisions written back by the Transferor Company 1 previously disallowed in the hands of Transferor Company 1 under the IT Act, claim for debt or part of debt written off by Transferor Company 1 under Section 36(1)(vii) read with Section 36(2) of the IT Act where such debt or part of debt were offered to tax by the Transferor Company 1, and claim for any deferred payments) shall be eligible for deduction to the Transferee Company in the same manner and to the same extent as would have been enjoyed, availed or utilized by the Transferor Company 1 before the Effective Date 1. Upon Section I of the Scheme coming into effect on the Effective Date 1 and with

effect from the Appointed Date, all taxes payable by or refundable to or being the entitlement of the Transferor Company 1, including without limitation all or any refunds, credits or claims shall be treated as the tax liability or refunds, credits or claims, as the case may be, of the Transferee Company, and any tax incentives, advantages, privileges, exemptions, credits, entitlements, holidays, remissions, reductions (in respect of, including, but not limited to, income tax, advance tax, self-assessment tax, regular assessment tax, BBT, DDT, equalization levy, foreign tax credit, TCS, TDS, STT, MAT, brought forward book losses and book unabsorbed depreciation to the extent such amounts are not set-off against book profits computed under Section 115JB of the IT Act, sales tax, service tax, custom duty, excise duty, VAT, turnover tax, benefits of any unutilized MODVAT/ CENVAT/ service tax, GST, unutilized input tax credit of central goods and services tax (“ CGST ”), integrated goods and services tax (“ IGST ”), state goods and services tax (“ SGST ”), GST Compensation Cess, all tax holiday (including benefits under Chapter VI-A of the IT Act) and duty entitlement credit certificates), as would have been available to the Transferor Company 1, shall be available to the Transferee Company, subject to the provisions of Applicable Laws, and the Transferee Company shall be entitled to claim all such tax payments, incentives, advantages, privileges, exemptions, credits, entitlements, holidays, remissions, reductions, etc. in the same manner and to the same extent as would have been enjoyed, availed or utilized by the Transferor Company 1 before the Effective Date 1, notwithstanding the certificates/ challans or other documents for such taxes/ duties, as the case may be, are in the name of the Transferor Company 1. In addition, the tax losses and unabsorbed depreciation of the Transferor Company 1 shall be carried forward and set off against future taxable income of the Transferee Company in the same manner and to the same extent as would have been enjoyed, availed or utilized by the Transferor Company 1 before the Effective Date 1.

C. The Scheme provides that upon the same coming into the effect, the Transferee Company shall issue and allot to each equity shareholder of the Transferor Company 1 (other than the Transferee Company in respect of its shareholding in Transferor Company 1) as on the Record Date (as defined in the Scheme), 3 (Three) Fully Paid Up Equity Share of INR 1 (Indian Rupee One) each of the Transferee Company for every 2 (Two) Fully Paid Up Equity Share of INR 10 (Indian Rupee Ten) each of the Transferor Company 1.
D. The Scheme provides for the amalgamation of the Transferor Company 2 with and into the Transferee Company and the Transferor Company 2 shall stand amalgamated with and into the Transferee Company in the manner described herein-below:-
a. Upon Section II of the Scheme coming into effect on the Effective Date 2 (as defined in the Scheme) and with effect from the Appointed Date, all immovable property (including land, buildings and any other immovable property) of the Transferor Company 2, if any, whether freehold or leasehold, and any documents of title, rights and easements in relation thereto, shall stand vested in or be deemed to be vested in the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company. Upon Section II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date, the Transferee Company shall be entitled to exercise all rights and privileges and be liable to pay all taxes, rent and charges, and fulfill all obligations, in relation to or applicable to such immovable properties, if any, and the relevant landlords, owners and lessors shall continue to comply with the terms, conditions and covenants under all relevant lease / license or rent agreements and shall, in accordance with the terms of such agreements, refund the security deposits and advance / prepaid lease / license fee, if any, to the Transferee Company. Upon Section II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date, the title to the immovable properties of the Transferor Company 2, if any, shall be deemed to have been mutated and recognized as that of the Transferee Company and the mere filing of the vesting order of the Tribunal sanctioning the Scheme with the appropriate registrar and sub-registrar of assurances shall suffice as record of the Transferee Company’s title to such immovable properties pursuant to Section II of the Scheme coming into effect and shall constitute a deemed mutation and substitution thereof. The Transferee Company shall in pursuance of the vesting order of the Tribunal be entitled to the delivery and possession of all documents of title in respect of such immovable property, if any, in this regard. Upon Section II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date, the transfer of the immovable property shall be considered to be in compliance with Applicable Law;
b. Upon Section II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date, any and all movable property including without limitation investments in shares and any other securities, all sundry debts and receivables, outstanding loans and advances, if any, relating to the Transferor Company

2, recoverable in cash or in kind or for value to be received, actionable claims, bank balances and deposits, if any with Governmental Authorities, semi-Governmental Authorities, local and other authorities and bodies, customers and other persons, cheques on hand, shall, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company, become the property of the Transferee Company. Without prejudice to the foregoing, the Transferee Company shall be entitled to deposit at any time after the Effective Date 2, cheques received in the name of the Transferor Company 2, to enable the Transferee Company to receive the amounts thereunder;

c. Upon Section II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date, all debts, borrowings, liabilities, contingent liabilities, duties and obligations, secured or unsecured, relating to the Transferor Company 2, whether provided for or not in the books of accounts of the Transferor Company 2 or disclosed in the balance sheet of such Transferor Company 2 or not, shall stand transferred to and vested in the Transferee Company, and the same shall be assumed to the extent they are outstanding on the Effective Date 2 and become and be deemed to be the debts, liabilities, contingent liabilities, duties and obligations of, and shall be discharged by, the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company. It is clarified that upon Section II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date, there shall be no accrual of interest or other charges in respect of inter-se loans, advances, investments, securities, receivables, payables, and other dues and all such loans and advances, investments, securities, receivables, payables, and other dues /balances outstanding between Transferor Company 2 and the Transferee Company, if any, will stand cancelled and there shall be no further obligations/ outstandings ( including with respect to accrual of interest) of the Transferor Company 2 and the Transferee Company in this regard;
d. Upon Section II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date, all incorporeal or intangible assets of the Transferor Company 2 or granted to the Transferor Company 2 shall stand vested in and transferred to the Transferee Company and shall become the property and an integral part of the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company;
e. Upon Section II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date, all letters of intent, contracts, deeds, bonds, agreements, insurance policies, capital investment, subsidies, guarantees and indemnities, schemes, arrangements and other instruments of whatsoever nature in relation to the Transferor Company 2 to which it is a party or to the benefit of which it may be entitled or eligible, shall be in full force and effect against or in favour of the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company, and may be enforced as fully and effectually as if, instead of the Transferor Company 2, the Transferee Company had been a party or beneficiary or obligee thereto. It is clarified that upon Section II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date, all inter-se contracts, deeds, bonds, agreements, guarantees and indemnities, arrangements and other instruments between the Transferor Company 2 and the Transferee Company, if any, will stand cancelled and there shall be no further inter-se rights and obligation of the Transferor Company 2 and the Transferee Company in this regard. Without prejudice to the generality of the foregoing, bank guarantees, performance guarantees, letters of credit, agreements with any Governmental Authority, hire purchase agreements, lending agreements and such other agreements, deeds, documents and arrangements pertaining to the business of Transferor Company 2 or to the benefit of which the Transferor Company 2 may be eligible and which are subsisting or have effect immediately before the Effective Date 2, including without limitation all rights and benefits (including without limitation benefits of any deposit, advances, receivables or claims) arising or accruing therefrom, shall, upon Section II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, be deemed to be bank guarantees, performance guarantees, letters of credit, agreements, deeds, documents, and arrangements, as the case may be, of the Transferee Company, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company and shall be appropriately transferred or assigned by the concerned parties/ Governmental Authority in favour of the Transferee Company.

f. Upon Section II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date, any and all statutory licenses or other licenses (including the licenses granted to the Transferor Company 2 by any Governmental Authority for the purpose of carrying on its business or in connection therewith), no objection certificates, permissions, registrations, approvals, consents, permits, quotas, easements, goodwill, entitlements, allotments, concessions, exemptions, advantages, or rights required to carry on the operations of the Transferor Company 2 or granted to the Transferor Company 2 shall stand vested in or transferred to the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company, and shall be appropriately transferred or assigned by the concerned parties or Governmental Authorities in favour of the Transferee Company upon amalgamation of the Transferor Company 2 with and into the Transferee Company pursuant to the Scheme. The benefit of all statutory and regulatory permissions, approvals and consents including without limitation statutory licenses, permissions, approvals or consents required to carry on the operations of the Transferor Company 2 shall vest in and become available to the Transferee Company upon Section II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company. Upon Section II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date, the transfer of all statutory and regulatory permissions, approvals and consents of the Transferor Company 2 shall be considered to be in compliance with Applicable Law;
g. Upon Section II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date, the Transferee Company shall bear the burden and the benefits of any legal or other proceedings (including tax proceedings) initiated by or against the Transferor Company 2. Upon Section II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date, if any notice, dispute, suit, appeal, complaint, claim or other proceeding of whatsoever nature by or against the Transferor Company 2, including (but not limited to) those before any Governmental Authority, be pending, the same shall not abate, be discontinued or in any way be prejudicially affected by reason of the amalgamation of Transferor Company 2 with and into the Transferee Company, or of anything contained in the Scheme but the proceedings shall be continued, prosecuted and enforced by or against the Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor Company 2, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company;
h. Upon Section II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date, all persons who were employed in the Transferor Company 2 immediately before such date shall become employees of the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company, on terms and conditions which are overall no less favourable than those that were applicable to such employees immediately prior to such amalgamation, with the benefit of continuity of service and without any break or interruption in service. It is clarified that such employees of the Transferor Company 2 who become employees of the Transferee Company by virtue of the Scheme, shall be governed by the terms of employment of the Transferee Company (including in connection with provident fund, gratuity fund, superannuation fund or any other special fund or obligation), provided that such terms of employment of the Transferee Company are overall no less favourable than those that were applicable to such employees immediately before such amalgamation. In addition, with regard to provident fund, gratuity fund, superannuation fund or any other special fund or obligation created or existing for the benefit of the employees of the Transferor Company 2 who become employees of the Transferee Company by virtue of the Scheme upon Section II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date, (x) all contributions made to such funds by the Transferor Company 2 on behalf of such employees shall be deemed to have been made on behalf of the Transferee Company, and shall be transferred to the Transferee Company, the relevant authorities or the funds (if any) established by the Transferee Company, as the case may be, and (y) all contributions made by such employees, including interests/ investments (which are referable and allocable to the employees transferred), shall be transferred to the Transferee Company, the relevant authorities or the funds (if any) established by the Transferee Company, as the case may be. Where applicable and required, in connection with provident fund, gratuity fund, superannuation fund or any other special fund or obligation created or existing for the benefit of the employees of the Transferor Company 2 who

become employees of the Transferee Company by virtue of the Scheme, the Transferee Company shall stand substituted for the Transferor Company 2, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company, for all purposes whatsoever relating to the obligations to make contributions to the said funds in accordance with the provisions of such schemes or funds in the respective trust deeds or other documents. It is the aim and intent of the Scheme that all the rights, duties, powers and obligations of the Transferor Company 2 in relation to such schemes or funds shall become those of the Transferee Company. In addition, upon Section II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date, any prosecution or disciplinary action initiated, pending or contemplated against and any penalty imposed in this regard on any employee forming part of the Transferor Company 2 shall be continued/ continue to operate against the relevant employee and the Transferee Company shall be entitled to take any relevant action or sanction, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company.

i. Upon Section II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date, all direct and indirect taxes of any nature, duties and cess or any other like payment, including (but not limited to) income tax, advance tax, self-assessment tax, regular assessment tax, BBT, DDT, equalization levy, foreign tax credit, TCS, TDS, STT, MAT, VAT, central sales tax, excise duty, customs duty, GST, or any other like payments made by the Transferor Company 2 to any statutory authorities, or other collections made by the Transferor Company 2 and relating to the period up to the Effective Date 2, shall be deemed to have been on account of, or on behalf of, or paid by, or made by the Transferee Company, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company in the same manner and to the same extent as would have been enjoyed, availed or utilized by the Transferor Company 2 before the Effective Date 2 whether or not the same is reflected in Form 26AS/ Form AIS of the Transferee Company. In addition, upon Section II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date, all deductions otherwise admissible to Transferor Company 2 including without limitation deduction admissible on actual payment or on deduction of appropriate taxes or on payment of tax deducted at source (including, but not limited to, claim for sum prescribed under Section 43B, Section 40, Section 35DD and Section 94B of the IT Act, claim for deduction of provisions written back by the Transferor Company 2 previously disallowed in the hands of Transferor Company 2 under the IT Act, claim for debt or part of debt written off by Transferor Company 2 under Section 36(1)(vii) read with Section 36(2) of the IT Act where such debt or part of debt were offered to tax by the Transferor Company 2, and claim for any deferred payments) shall be eligible for deduction to the Transferee Company in the same manner and to the same extent as would have been enjoyed, availed or utilized by the Transferor Company 2 before the Effective Date 2. Upon Section II of the Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date, all taxes payable by or refundable to or being the entitlement of the Transferor Company 2, including without limitation all or any refunds, credits or claims shall be treated as the tax liability or refunds, credits or claims, as the case may be, of the Transferee Company, and any tax incentives, advantages, privileges, exemptions, credits, entitlements, holidays, remissions, reductions (in respect of, including, but not limited to, income tax, advance tax, self-assessment tax, regular assessment tax, BBT, DDT, equalization levy, foreign tax credit, TCS, TDS, STT, MAT, brought forward book losses and book unabsorbed depreciation to the extent such amounts are not set-off against book profits computed under Section l15JB of the IT Act, benefit under clause (iih) / (iii) of Explanation 1 to section 115JB of the IT Act, sales tax, service tax, custom duty, excise duty, VAT, turnover tax, benefits of any unutilized MODVAT/ CENV AT/ service tax, GST, unutilized input tax credit of CGST, IGST, SGST, GST Compensation Cess, all tax holiday (including benefits under Chapter VI-A of the IT Act) and duty entitlement credit certificates), as would have been available to the Transferor Company 2, shall be available to the Transferee Company, subject to the provisions of Applicable Laws, and the Transferee Company shall be entitled to claim all such tax payments, incentives, advantages, privileges, exemptions, credits, entitlements, holidays, remissions, reductions, etc., in the same manner and to the same extent as would have been enjoyed, availed or utilized by the Transferor Company 2 before the Effective Date 2, notwithstanding the certificates/ challans or other documents for such taxes/ duties, as the case may be, are in the name of the Transferor Company 2. In addition, (a) the accumulated loss and tax unabsorbed depreciation of the Transferor Company 2 shall become the accumulated loss and tax unabsorbed depreciation of the Transferee Company in accordance with the provisions of Section 72A of the IT Act and shall be carried forward and set off against taxable income of the Transferee Company as per provisions of the IT Act and (b) the other tax losses of the Transferor Company 2 shall be carried forward and set off against taxable income of the Transferee Company in the same manner

and to the same extent as would have been enjoyed, availed or utilized by the Transferor Company 2 before the Effective Date 2. The Transferee Company shall undertake all necessary compliances under Applicable Law, including but not limited to accounting for the Scheme for the purposes of the IT Act (including MAT provisions) with effect from the Appointed Date upon Section II of the Scheme coming into effect on the Effective Date 2, to give effect to the provisions of the Scheme. Upon Section II of this Scheme coming into effect on the Effective Date 2 and with effect from the Appointed Date, the Transferee Company shall have the right to file and/or revise the income tax returns in accordance with the provisions of section 170A of the IT Act, financial statements, tax deducted at source certificates and other statutory returns and filings, if required, even if the relevant due dates set out under Applicable Laws may have expired.

E.
Upon the Scheme becoming effective, the Transferee Company shall issue and allot to:
a. each equity shareholder of the Transferor Company 2 (other than the Transferee Company in respect of its shareholding in Transferor Company 2, including in respect of shares of Transferor Company 2 transferred and vested to Transferee Company pursuant to Section I of the Scheme) as on the Record Date (as defined in the Scheme), 1 (One) Fully Paid Up Equity Share of INR 1 (Indian Rupee One) each of the Transferee Company for every 21 (Twenty One) Fully Paid Up Equity Share of INR 10 (Indian Rupees Ten) each of the Transferor Company 2; and
b. each holder of compulsorily convertible preference shares of the Transferor Company 2 (other than the Transferee Company in respect of its shareholding in Transferor Company 2, including in respect of shares of the Transferor Company 2 transferred and vested to the Transferee Company pursuant to Section I of the Scheme) as on the Record Date, 1 (one) fully paid-up Equity Share(s) of INR 1 (Indian Rupee One) each of the Transferee Company for every 21 (twenty-one) compulsorily convertible preference share(s) of INR 10 (Indian Rupees Ten) each of the Transferor Company 2.
F. It is provided for in the Scheme that upon the same becoming effective, the Transferor Company 1 and Transferor Company 2 shall stand dissolved without winding up.
G. The Scheme provides that on the Effective Date and as an integral part of the Scheme, the memorandum and articles of the Transferee Company shall stand modified in the form as set out in the Clause 2.4 and Clause 2.5 of Section III to the Scheme respectively.
H. The Scheme further provides for the transfer of the authorized share capital of the Transferor Company 1 and the Transferor Company 2 and its consolidation and vesting with the authorized share capital of the Transferee Company.
I. Upon the sanction of the Scheme and upon the amalgamation of the Transferor Company 1 with the Transferee Company in accordance with Section I of the Scheme, coming into effect on the Effective Date 1 (as defined in the Scheme) with effect from the Appointed Date, the following shall be deemed to have occurred/ shall occur and become effective and operative, only in the sequence and in the order mentioned hereunder:
a. amalgamation of the Transferor Company 1 into and with the Transferee Company in accordance with Section I of the Scheme;
b. transfer of the authorised share capital of the Transferor Company 1 to the Transferee Company in accordance with Clause 2 of Section III of the Scheme, and consequential increase in the authorised share capital of the Transferee Company;
c. issue and allotment of Equity Shares of the Transferee Company by the Transferee Company to the equity shareholders of the Transferor Company 1 (as of the Record Date, other than the Transferee Company) in accordance with Clause 3 of Section I of the Scheme; and
d. dissolution of the Transferor Company 1 without winding-up in accordance with Clause 4 of Section I of the Scheme.
J. Upon the sanction of the Scheme and upon the amalgamation of the Transferor Company 2 with the Transferee Company in accordance with Section II of the Scheme, coming into effect on the Effective Date 2 (as defined in the Scheme) with effect from the Appointed Date, the following shall be deemed to have occurred/ shall occur and become effective and operative, only in the sequence and in the order mentioned hereunder:
a. amalgamation of the Transferor Company 2 with and into the Transferee Company in accordance with Section II of the Scheme;

b. transfer of the authorised share capital of the Transferor Company 2 to the Transferee Company in accordance with Clause 2 of Section III of the Scheme, and consequential increase in the authorised share capital of the Transferee Company;
c. issue and allotment of Equity Shares of the Transferee Company by the Transferee Company to the shareholders of the Transferor Company 2 (as of the Record Date, other than the Transferee Company) in accordance with Clause 3 of Section II of the Scheme; and
d. dissolution of the Transferor Company 2 without winding-up in accordance with Clause 4 of Section II of the Scheme.

The above are only the salient features of the Scheme. The Equity Shareholders of the Transferor Company 2 and the Transferee Company are requested to read the entire text of the Scheme in order to get acquainted with the terms and conditions as set out in the Scheme.

32. Relationship subsisting between Parties to the Scheme

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CROSS HOLDING IN TRANSFEROR COMPANY 1
Category & Name of Shareholder Equity/ RPS/NCD Number
Equity Shares of Rs. 10/- each 48,00,000
JSW Steel Limited Redeemable Preference Shares (RPS) of Rs. 10/- each 37,02,69,610
Non-convertible debentures (NCD) 1863
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CROSS HOLDING IN TRANSFEROR COMPANY 2	CROSS HOLDING IN TRANSFEROR COMPANY 2	CROSS HOLDING IN TRANSFEROR COMPANY 2
Category & Name of Shareholder	Equity/ CCPS	Number
Creixent Special Steels Limited	EquityShares of Rs. 10/- each	22,59,34,607
JSW Steel Limited	EquityShares of Rs. 10/- each	399
Creixent Special Steels Limited	CompulsorilyConvertible Preference Shares of Rs. 10/-each	34,04,87,893
JSW Steel Limited	CompulsorilyConvertible Preference Shares of Rs. 10/-each	601

It may be noted that inter-company holdings will stand cancelled upon the Scheme coming into effect.

The share entitlement ratio as set out at Clause 3.1 of Section I of the Scheme, has been approved by the Board of Directors of the Transferor Company 1 after taking into consideration the Valuation Report dated May 27, 2022 provided by PwC Business Consulting Services LLP (“Valuation Report 1”) and of the Transferee Company after taking into consideration the Valuation Report dated May 27, 2022 provided by KPMG Valuation Services LLP (“Valuation Report 2”) . It is further submitted that the share entitlement ratio as stated at Clause 3.1 of Section II of the Scheme has been taken on record and approved by the Board of Directors of the Transferor Company 2 after taking into consideration the Valuation Report dated May 27, 2022 provided by PwC Business Consulting Services LLP (“Valuation Report 3”) and of the Transferee Company after taking into consideration the Valuation Report 2. Copy of the Valuation Report 1, Valuation Report 2 and Valuation Report 3 are annexed hereto and marked as ANNEXURE-8. ANNEXURE-9 , and ANNEXURE-10 respectively.
It is further submitted that Axis Capital Limited and JM Financial Limited, have provided separate Fairness Opinions dated May 27, 2022 on the share entitlement ratio as set out in the Scheme. A copy of the Fairness Opinion dated May 27, 2022 by Axis Capital Limited and JM Financial Limited are annexed hereto and marked as ANNEXURE-11 and ANNEXURE-12 respectively.
The Companies submit that the Competition Commission of India (“ CCI ”) vide its letter dated August 18, 2022 communicated that it has, at its meeting held on August 18, 2022, considered the proposed Scheme i.e. combination (Comb. Reg. No.: C-2022/07/953) and approved the same under Section 31(1) of the Competition Act, 2002. A copy of the aforesaid communication dated August 18, 2022 and detailed order of the CCI is annexed hereto and marked as ANNEXURE-13 and ANNEXURE-14 respectively.
The BSE has issued letter dated December 14, 2022 granting no objection to the filing of the Scheme with this Hon’ble Tribunal. Copy of the letter dated December 14, 2022 issued by BSE are annexed hereto and marked as ANNEXURE-15 and

ANNEXURE-16 respectively. Similarly, NSE have issued letter dated December 14, 2022 granting no objection to the filing of the Scheme with this Hon’ble Tribunal. Copy of the letter dated December 14, 2022 issued by NSE are annexed hereto and marked as ANNEXURE-17 and ANNEXURE-18 respectively. In compliance with the letters received from the BSE and NSE, the list of litigations as regards the Applicant/Transferor Company 2 and Applicant/Transferee Company is annexed hereto as ANNEXURE-19 .

The BSE has on January 9, 2023, issued to the Transferor Company 1, its in-principle approval for the amendments/ extinguishment to the NCDs’ pursuant to the Scheme. The said communication dated January 9, 2023, is annexed hereto and marked as ANNEXURE-20
Interest of Directors / Key Managerial Personnel (KMPs), their relatives
a) None of the Directors / KMPs of the Transferor Company 1 and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of their shareholding in the Transferor Company 1, if any, and/or to the extent the said directors are common directors of the Transferor Company 1, Transferor Company 2 and the Transferee Company (as applicable). Save as aforesaid, none of the said Directors or the KMPs or their respective relatives has any material interest in the Scheme.
b) None of the Directors / KMPs of the Transferor Company 2 and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of their shareholding in the Transferor Company 2, if any, and/or to the extent the said directors are common directors of the Transferor Company 1, Transferor Company 2 and the Transferee Company (as applicable). Save as aforesaid, none of the said Directors or the KMPs or their respective relatives has any material interest in the Scheme.
c) None of the Directors / KMPs of the Transferee Company and their respective relatives (as defined under the Act and rules framed thereunder) has any interest in the Scheme except to the extent of their shareholding in the Transferee Company, if any, and/or to the extent the said directors are common directors of the Transferor Company 1, Transferor Company 2 and Transferee Company (as applicable). Save as aforesaid, none of the said Directors or the KMPs or their respective relatives has any material interest in the Scheme.
(a) The Pre-scheme shareholding pattern of Transferor Company 1 as on December 31, 2022 was as under:

Sl. No.	Category of Shareholder	No. of fully paid up equity shares held	%age of shares held as %age of total capital
1	Promoter alongwith nominees	1,00,00,000	100.00
2	Public	Nil	0
	Total	1,00,00,000	100.00

Upon the Scheme becoming effective, the Transferor Company 1 shall stand dissolved without winding up.
(b) The Pre-scheme shareholding pattern of Transferor Company 2 as on December 31, 2022 was as under:

Sl. No.	Category of Shareholder	No. of fully paid up equity shares held	%age of shares held as %age of total capital
1	Promoter andpromotergroup	24,96,49,241	53.17
2	Public	21,98,98,293	46.83
3	Non Promoter- Non Public	Nil	Nil
4	Shares underlyingDRs	Nil	Nil
5	Shares held byEmployee Trusts	Nil	Nil
	Total	46,95,47,534	100.00

Upon the Scheme becoming effective, the Transferor Company 2 shall stand dissolved without winding up.

Sl. No.	Category of Shareholder	No. of fully paid-up equity shares held	%age of shares held as %age of total capital
1	Promoters & Promoter Group	1,09,23,74,150	45.19

The expected post-scheme shareholding pattern of Transferee Company is as under:

2	Public	1,31,11,24,675	54.24
3	Non Promoter- Non Public
	a. Shares underlyingDRs	-	-
	b. Shares held byEmployee Trusts	1,37,21,615	0.57
	Total	2,41,72,20,440	100

Sl. No.	Category of Shareholder	No. of fully paid up equity shares held	%age of shares held as %age of total capital
1	Promoter & Promoter Group	1,08,80,68,267	44.49
2	Public	1,34,98,81,393	55.20
3	Non Promoter- Non Public
	a. Shares underlyingDRs	-	-
	b. Shares held byEmployee Trusts	75,04,306	0.31
	Total	2,44,54,53,966	100.00

The effect of the Scheme on the equity shareholders, key managerial personnel, promoter and non-promoter shareholders of the Transferor Company 1, Transferor Company 2 and the Transferee Company is given in the reports adopted by the Board of Directors of each of the aforesaid Companies at their respective meetings held on May 27, 2022 pursuant to the provisions of Section 232(2)(c) of the Act and which are annexed hereto and marked as Annexure-21, Annexure-22 and Annexure-23 respectively.

i Directors:

The Scheme will have no effect on the office of the existing Directors of the Transferor Company 1, Transferor Company 2 and the Transferee Company. Upon the Scheme being made effective, the directors of the Transferor Company 1 and Transferor Company 2 will cease to be directors in the said companies. Further, no change in the Board of Directors of the Transferee Company is envisaged on account of the Scheme. It is clarified that, the composition of the Board of Directors of the Companies may change by appointments, retirements or resignations in accordance with the provisions of the Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI LODR ”) and Memorandum and Articles of Association of the Companies.

ii. Employees:

In terms of the Scheme, all employees of the Transferor Company 1 and Transferor Company 2 shall be transferred to the Transferee Company on the same terms and conditions on which they are engaged by the Transferor Company 1 and Transferor Company 2. Thus, the Scheme will have no adverse effect on the employees of the Transferor Company and Transferor Company 2. Upon the Scheme coming into effect, the employees of the Transferee Company shall continue on the same terms and conditions and the Scheme will have no adverse effect on them.

iii. Creditors (other than Debenture holders and Bond holders):

The amalgamation of the Transferor Company 1 and Transferor Company 2 with the Transferee Company will not adversely impact the rights and interest of the creditors of the Transferor Company 1 and Transferor Company 2. The Scheme does not propose any compromise or arrangement with the unsecured creditors of the Transferor Company 1 and Transferor Company 2. The creditors of the Transferor Company 1 and Transferor Company 2 will become creditors of the Transferee Company and shall be paid in the ordinary course of business by the Transferee Company.

iv. Debenture holders, Bond holders and Debenture Trustees:

In the case of the Transferor Company 1, the Debenture Trustee has given written consent and approval to the Scheme. The Transferor Company 2 has not issued any debentures or bonds and does no not have a debenture trustee. The debenture trustees of the Transferee Company in respect of its non-convertible debentures have given their written consent and approval to the Scheme.

The trustee(s) of the Transferee Company in respect of its unsecured foreign currency bonds shall be notified of the Scheme in terms of the Tribunal’s Order. The amalgamation of the Transferor Company 1 and Transferor Company 2 with the Transferee Company does not propose any compromise or arrangement with such bond holders of the Transferee Company.

Amounts due to the Unsecured Creditors
a. As on September 30, 2022, the amount owed to the Unsecured Creditors of the Transferor Company 1 is INR 516.76 crores.
b. As on September 30, 2022, the amount owed to the Unsecured Creditors of the Transferor Company 2 is INR 594.11 crores.
c. As on September 30, 2022, the amount owed to the Unsecured Creditors of the Transferee Company is INR 45,210.86 crores.
Approvals and intimations in relation to the Scheme
A. The proposed Scheme was placed before the meeting of the Audit Committee of the Transferor Company 1 at their meeting held on May 27, 2022. The Audit Committee of the Transferor Company 1 recommended the Scheme after considering the relevant Valuation Report containing the share entitlement ratio. The proposed Scheme was placed before the meeting of Independent Directors and Audit Committee of the Transferor Company 2 at their respective meeting held on May 27, 2022. The Independent Directors and Audit Committee of the Transferor Company 2 recommended the Scheme after considering various documents, certificates, undertakings, reports including the relevant Valuation Report containing the share entitlement ratio and relevant Fairness Opinion. The proposed Scheme was placed before the meeting of Independent Directors and Audit Committee of the Transferee Company at their respective meeting held on May 27, 2022. The Independent Directors and Audit Committee of the Transferee Company recommended the Scheme after considering various documents, certificates, undertakings, reports including the relevant Valuation Report containing the share entitlement ratio and relevant Fairness Opinion.
B. (i) The Board of Directors of the Transferor Company 1 at its meeting held on May 27, 2022 had approved the Scheme.
- (ii) The Board of Directors of the Transferor Company 2 at its meeting held on May 27, 2022 had approved the Scheme.
- (iii) The Board of Directors of the Transferee Company at its meeting held on May 27, 2022 had approved the Scheme.
C. The Transferor Company 2 has received communications from two of its shareholders questioning the swap ratio for the Scheme, and these communications have been responded to. These communications along with their replies would be available for inspection. The Transferee Company has not received any complaint on the Scheme from any person/entity. Copy of the Complaint Reports as submitted by the Transferor Company 2 with the NSE and BSE are hereto and marked collectively as Annexure-24 (Colly) and Copy of the Complaint Reports as submitted by the Transferee Company with the NSE and BSE are hereto and marked collectively as Annexure-25(Colly).
D. In addition to the approval of the Tribunal, the Companies will obtain such necessary approvals/sanctions/no objection(s) from the regulatory or other governmental authorities in respect of the Scheme in accordance with law, as may be required.
E. A copy of the Scheme has been filed by the Transferor Company1, Transferor Company 2 and the Transferee Company respectively with the Registrar of Companies, Mumbai.
F. The Scheme is subject to approval by the requisite majority of the Shareholders of the Transferor Company 2 and the Transferee Company in terms of the applicable provisions of the Act and the applicable Rules and the applicable Regulations and Circulars issued by the Securities and Exchange Board of India. Further, in terms of the said provisions and the Order, the Tribunal has granted dispensation from holding meetings of –

For Transferor Company 1	Meetings of EquityShareholders, Preference Shareholders and Unsecured Creditors.
For Transferor Company 2	Meetings of Preference Shareholders, Secured Creditors and Unsecured Creditors.
For Transferee Company	Meetings of Secured Creditors and Unsecured Creditors

G. Information pertaining to the Transferor Company 1 involved in the Scheme in the format prescribed for abridged prospectus as specified in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 is attached hereto as ANNEXURE-26 . Axis Capital Limited, an independent SEBI registered merchant banker, has issued a certificate certifying the accuracy and adequacy of information in Abridged Prospectus.

44. Pending investigation proceedings

a. No investigation proceeding has been instituted and/or are pending against the Transferor Company 1, Transferor Company 2 and the Transferee Company under the Act. Details of all ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action against the Transferor Company 2 and Transferee Company, its promoters and directors, are appended hereto as ANNEXURE- 19 .
b. In addition, as on the date of this notice, no winding up proceeding is pending against the Transferor Company 1, Transferor Company 2 and the Transferee Company.
Miscellaneous
(a) That the Scheme does not provide for any corporate debt restructuring or reduction in the Paid-Up Share Capital under Section 66 of the Act, of either of the Companies.
Inspection of the Documents

In addition to the above documents annexed hereto, the following documents will be available for inspection by the Equity Shareholders of the Transferor Company 2 and the Transferee Company at their registered office, respectively:

a. Copy of the Order;
b. Memorandum of Association and Articles of Association of each of the Companies;
c. Certificate on accounting treatment for the Scheme issued by the statutory auditor of Transferor Company 2 and the Transferee Company.
d. Certificate dated February 07, 2023 issued by Axis Capital Limited, an independent SEBI registered merchant banker, certifying the accuracy and adequacy of information in the Abridged Prospectus pertaining to Transferor Company 1.

For JSW Steel Limited

Sd/-

Sajjan Jindal (Chairperson appointed for the Meeting)

Place: Mumbai Dated: February 07, 2023

Annexure - 1

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Annexure - 2

Deloitte Haskins & Sells LLP

Chartered Accountants One International Center Tower 3, 27[th] -32[nd] Floor Senapati Bapat Marg Elphinstone Road (West) Mumbai – 400 013 Maharashtra, India

Tele: + 91 22 6185 4000 Fax: +91 22 6185 4001

INDEPENDENT AUDITOR’S REPORT ON AUDIT OF ANNUAL STANDALONE FINANCIAL RESULTS AND REVIEW OF QUARTERLY FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF CREIXENT SPECIAL STEELS LIMITED

Opinion and Conclusion

We have (a) audited the Standalone Financial Results for the year ended March 31, 2022 and (b) reviewed the Standalone Financial Results for the quarter ended March 31, 2022 (refer “Other Matter” section below), which were subject to limited review by us, both included in the accompanying “Statement of Standalone Financial Results for the quarter and year ended March 31, 2022”of Creixent Special Steels Limited (“the Company”), (“the Statement”), being submitted by the Company pursuant to the requirements of Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“the Listing Regulations”).

(a) Opinion on Annual Standalone Financial Results

In our opinion and to the best of our information and according to the explanations given to us, the Financial Results for the year ended March 31, 2022:

i. is presented in accordance with the requirements of Regulation 52 and Regulation 54 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended; and
ii. gives a true and fair view in conformity with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India of the net loss and total comprehensive loss and other financial information of the Company for the year then ended.

(b) Conclusion on Unaudited Standalone Financial Results for the quarter ended March 31,

2022

With respect to the Standalone Financial Results for the quarter ended March 31, 2022, based on our review conducted as stated in paragraph (b) of Auditor’s Responsibilities section below, nothing has come to our attention that causes us to believe that the Standalone Financial Results for the quarter ended March 31, 2022, prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 52 and Regulation 54 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

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Basis for Opinion on the Audited Standalone Financial Result for the year ended March 31,2022

We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified under Section 143(10) of the Companies Act, 2013 (“the Act”). Our responsibilities under those Standards are further described in paragraph (a) of Auditor’s Responsibilities section below. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“the ICAI”) together with the ethical requirements that are relevant to our audit of the Standalone Financial Results for the year ended March 31, 2022 under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion.

Management’s Responsibilities for the Statement

This Statement, which includes the Standalone Financial Results is the responsibility of the Company’s Board of Directors and has been approved by them for the issuance. The Standalone Financial Results for the year ended March 31, 2022 has been compiled from the related audited standalone financial statements. This responsibility includes the preparation and presentation of the Standalone Financial Results for the quarter and year ended March 31, 2022 that give a true and fair view of the net loss and other comprehensive loss and other financial information in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 52 and Regulation 54 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Results that give a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Results, the Board of Directors are responsible for assessing the Company’s ability, to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the financial reporting process of the Company.

Auditor’s Responsibilities

(a) Audit of the Standalone Financial Results for the year ended March 31, 2022

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Results for the year ended March 31, 2022 as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Standalone Financial Results.

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As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Annual Standalone Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors.
Evaluate the appropriateness and reasonableness of disclosures made by the Board of Directors in terms of the requirements specified under Regulation 52 and Regulation 54 of the Listing Regulations.
Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Annual Standalone Financial Results, including the disclosures, and whether the Annual Standalone Financial Results represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the Annual Standalone Financial Results of the Company to express an opinion on the Annual Standalone Financial Results.

Materiality is the magnitude of misstatements in the Annual Standalone Financial Results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Annual Standalone Financial Results may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Annual Standalone Financial Results.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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(b) Review of the Standalone Financial Results for the quarter ended March 31, 2022

We conducted our review of the Standalone Financial Results for the quarter ended March 31, 2022 in accordance with the Standard on Review Engagements (“SRE”) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, issued by the ICAI. A review of interim financial information consists of making inquiries, primarily of the Company’s personnel responsible for financial and accounting matters and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with SAs specified under section 143(10) of the Act and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Other Matter

The Statement includes the results for the Quarter ended March 31, 2022 being the balancing figure between audited figures in respect of the full financial year and the published year to date figures up to the third quarter of the current financial year which were subject to limited review by us. Our report on the Statement is not modified in respect of this matter.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants (Firm’s Registration No. 117366W | W-100018)

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Mehul Parekh Partner (Membership No. 121513) (UDIN: 22121513AJGGFG1199)

Place: MUMBAI Date: May 19, 2022

Deloitte Haskins & Sells LLP

Chartered Accountants One International Center Tower 3, 27[th] -32[nd] Floor Senapati Bapat Marg Elphinstone Road (West) Mumbai – 400 013 Maharashtra, India

Tele: + 91 22 6185 4000 Fax: +91 22 6185 4001

INDEPENDENT AUDITOR’S REPORT ON AUDIT OF ANNUAL CONSOLIDATED FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF CREXIENT SPECIAL STEELS LIMITED

Opinion

We have audited accompanying Statement of Consolidated Financial Results for the year ended March 31, 2022 of CREXIENT SPECIAL STEELS LIMITED (“the Parent”) and its subsidiaries (the Parent and its subsidiaries together referred to as “the Group”), and its share of the net loss after tax and total comprehensive loss of its joint ventures for the year ended March 31, 2022, (“the Statement”) being submitted by the Parent pursuant to the requirements of Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“the Listing Regulations”).

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the reports of the other auditors on separate financial statements / financial information of subsidiaries and joint ventures referred to in Other Matters section below, the Consolidated Financial Results for the year ended March 31, 2022:

(i) includes the results of the following entities:
a) Creixent Special Steels Limited, the parent
b) JSW ISPAT Special Products Limited, the subsidiary
c) Monnet Global Limited, a subsidiary company
d) Pt. Sarwa Sembada Karya Bumi, step down subsidiary company
(until March 29, 2022)
e) LLC Black Sea Natural Resources, step down subsidiary company
f) Monnet Cement Limited, a subsidiary company
g) Mivaan Steels Limited, a subsidiary company (w.e.f. February 24, 2022)
i) Mandakini Coal Company Limited, a joint venture company
j) Solace Land Holding Limited, a joint venture company
k) Monnet Ecomaister Enviro Private Limited, a joint venture company
l) MP Monnet Mining Company Limited, a joint venture company
m) Urtan North Mining Company Limited, a joint venture company;
(ii) is presented in accordance with the requirements of Regulation 52 and Regulation 54 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended; and
(iii) gives a true and fair view in conformity with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India of the consolidated net loss and consolidated total comprehensive loss and other financial information of the Group for the year ended March 31, 2022.

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Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified under Section 143(10) of the Companies Act, 2013 (“the Act”). Our responsibilities under those Standards are further described in Auditor’s Responsibilities section below. We are independent of the Group and joint ventures in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“the ICAI”) together with the ethical requirements that are relevant to our audit of the Consolidated Financial Results for the year ended March 31, 2022 under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in Other Matters section below, is sufficient and appropriate to provide a basis for our audit opinion.

Management’s Responsibilities for the Statement

This Statement, which includes the Consolidated Financial Results is the responsibility of the Parent’s Board of Directors and has been approved by them for the issuance. The Consolidated Financial Results for the year ended March 31, 2022, has been compiled from the related audited consolidated financial statements. This responsibility includes the preparation and presentation of the Consolidated Financial Results for the year ended March 31, 2022 that give a true and fair view of the consolidated net loss and consolidated other comprehensive loss and other financial information of the Group including joint ventures in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards, prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 52 and Regulation 54 of the Listing Regulations.

The respective Board of Directors of the companies included in the Group and joint ventures are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and joint ventures and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the respective financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of this Consolidated Financial Results by the Directors of the Parent, as aforesaid.

In preparing the Consolidated Financial Results, the respective Board of Directors of the companies included in the Group and joint ventures are responsible for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate their respective entities or to cease operations, or has no realistic alternative but to do so.

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The respective Board of Directors of the companies included in the Group and of joint ventures are responsible for overseeing the financial reporting process of the Group and of its joint ventures.

(a) Auditor’s Responsibilities for the Audit of the Consolidated Financial Results

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Results for the year ended March 31, 2022 as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Consolidated Financial Results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Annual Consolidated Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors.
Evaluate the appropriateness and reasonableness of disclosures made by the Board of Directors in terms of the requirements specified under Regulation 52 and Regulation 54 of the Listing Regulations.
Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and joint ventures to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated Financial Results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and joint ventures to cease to continue as a going concern.

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Evaluate the overall presentation, structure and content of the Annual Consolidated Financial Results, including the disclosures, and whether the Annual Consolidated Financial Results represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the Annual Standalone Financial Results/ Financial Information of the entities within the Group and joint ventures to express an opinion on the Annual Consolidated Financial Results. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the Annual Consolidated Financial Results of which we are the independent auditors. For other entities included in the Annual Consolidated Financial Results, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

Materiality is the magnitude of misstatements in the Annual Consolidated Financial Results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Annual Consolidated Financial Results may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Annual Consolidated Financial Results.

We communicate with those charged with governance of the Parent and such other entities included in the Consolidated Financial Results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit.

Other Matters

We did not audit the financial statements of 5 subsidiaries included in the consolidated financial results, whose standalone/ consolidated financial statements reflect total assets of Rs. 9.55 crore as at March 31, 2022, total revenues of Rs. 0.73 crore, total net profit after tax of Rs. 4.58 crore, total comprehensive Income of Rs. 4.58 crore and net cash inflows of Rs. 7.26 crore for the year ended March 31, 2022, as considered in the Statement. These financial statements have been audited, by other auditors whose reports have been furnished to us by the Management and our opinion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the reports of such other auditors and the procedures performed by us as stated under Auditor’s Responsibilities section above.

Our report on the Statement is not modified in respect of the above matter with respect to our reliance on the work done and the reports of the other auditors.

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The consolidated financial results also includes the Group's share of profit after tax of Rs. Nil and total comprehensive income of Rs. Nil, for the year ended March 31, 2022 as considered in the Statement, in respect of 5 joint ventures, whose financial statements/ financial information have not been audited by us. These financial statements/ financial information are unaudited and have been furnished to us by the Management and our opinion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these joint ventures, is based solely on such unaudited financial statements/ financial information. In our opinion and according to the information and explanations given to us by the Board of Directors, these financial statements/ financial information are not material to the Group.

Our report on the Statement is not modified in respect of the above matter with respect to our reliance on the financial statements/ financial information certified by the Management / Board of the Directors.

For Deloitte Haskins & Sells LLP Chartered Accountants

(Firm’s Registration No. 117366W/W-100018)

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Mehul Parekh (Partner) (Membership No. 121513) (UDIN: 22121513AJGIGA5747)

Place: Mumbai Date: May 19, 2022

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Annexure - 3

Annexure - 4

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INDEPENDENT AUDITOR’S REPORT ON AUDIT OF ANNUAL STANDALONE FINANCIAL RESULTS AND REVIEW OF QUARTERLY FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF

JSW ISPAT SPECIAL PRODUCTS LIMITED (FORMERLY KNOWN AS MONNET ISPAT AND ENERGY LIMITED)

Opinion and Conclusion

We have (a) audited the Standalone Financial Results for the year ended March 31, 2022 and (b) reviewed the Standalone Financial Results for the quarter ended March 31, 2022 (refer “Other Matter” section below), which were subject to limited review by us, both included in the accompanying “Statement of Standalone Financial Results for the quarter and year ended March 31, 2022” of JSW Ispat Special Products Limited (formerly known as Monnet lspat and Energy Limited) (“the Company”), (“the Statement”), being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“the Listing Regulations”).

(a) Opinion on Annual Standalone Financial Results

In our opinion and to the best of our information and according to the explanations given to us, the Standalone Financial Results for the year ended March 31, 2022:

i. is presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended; and
ii. gives a true and fair view in conformity with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India of the net profit and total comprehensive income and other financial information of the Company for the year then ended.

(b) Conclusion on Unaudited Standalone Financial Results for the quarter ended March 31, 2022

With respect to the Standalone Financial Results for the quarter ended March 31, 2022, based on our review conducted as stated in paragraph (b) of Auditor’s Responsibilities section below, nothing has come to our attention that causes us to believe that the Standalone Financial Results for the quarter ended March 31, 2022, prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

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Basis for Opinion on the Audited Standalone Financial Results for the year ended March 31, 2022

Management’s Responsibilities for the Statement

This Statement which includes the Standalone Financial Results is the responsibility of the Company’s Board of Directors and has been approved by them for the issuance. The Standalone Financial Results for the year ended March 31, 2022 has been compiled from the related audited standalone financial statements. This responsibility includes the preparation and presentation of the Standalone Financial Results for the quarter and year ended March 31, 2022 that give a true and fair view of the net profit and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Results that give a true and fair view and is free from material misstatement, whether due to fraud or error.

The Board of Directors are also responsible for overseeing the financial reporting process of the Company.

Auditor’s Responsibilities

(a) Audit of the Standalone Financial Results for the year ended March 31, 2022

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exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Standalone Financial Results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Annual Standalone Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors.
Evaluate the appropriateness and reasonableness of disclosures made by the Board of Directors in terms of the requirements specified under Regulation 33 of the Listing Regulations.
Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Annual Standalone Financial Results, including the disclosures, and whether the Annual Standalone Financial Results represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the Annual Standalone Financial Results of the Company to express an opinion on the Annual Standalone Financial Results.

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(b) Review of the Standalone Financial Results for the quarter ended March 31, 2022

Other Matter

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants (Firm’s Registration No. 117366W | W-100018)

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Mehul Parekh

Partner (Membership No. 121513) UDIN: 22121513AIUMIQ7045

Place: MUMBAI Date: May 11, 2022

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INDEPENDENT AUDITOR’S REPORT ON AUDIT OF ANNUAL CONSOLIDATED FINANCIAL RESULTS AND REVIEW OF QUARTERLY FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF

JSW ISPAT SPECIAL PRODUCTS LIMITED (FORMERLY KNOWN AS MONNET ISPAT AND ENERGY LIMITED)

Opinion and Conclusion

We have (a) audited the Consolidated Financial Results for the year ended March 31, 2022 and (b) reviewed the Consolidated Financial Results for the quarter ended March 31, 2022 (refer “Other Matters” section below), which were subject to limited review by us, both included in the accompanying “Statement of Consolidated Financial Results for the quarter and year ended March 31, 2022” of JSW Ispat Special Products Limited (formerly known as Monnet lspat and Energy Limited) (“the Parent”) and its subsidiaries (the Parent and its subsidiaries together referred to as “the Group”), and its share of the net profit after tax and total comprehensive income of its joint ventures for the quarter and year ended March 31, 2022 (“the Statement”), being submitted by the Parent pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“the Listing Regulations”).

(a) Opinion on Annual Consolidated Financial Results

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the audit reports of the other auditors on separate financial statements of the subsidiaries referred to in Other Matters section below, the Consolidated Financial Results for the year ended March 31, 2022:

(i) include the results of the following entities:
a) JSW lspat Special Products Limited, the parent
b) Monnet Global Limited, a subsidiary company
c) Pt. Sarwa Sembada Karya Bumi, a subsidiary company (until March 29, 2022) d) LLC Black Sea Natural Resources, a subsidiary company
e) Monnet Cement Limited, a subsidiary company
f) Miwaan Steels Limited, a subsidiary company (w.e.f. February 24, 2022)
g) Mandakini Coal Company Limited, a joint venture company
h) Solace Land Holding Limited, a joint venture company
i) Monnet Ecomaister Enviro Private Limited, a joint venture company
j) MP Monnet Mining Company Limited, a joint venture company
k) Urtan North Mining Company Limited, a joint venture company;
(ii) is presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended; and

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(iii) gives a true and fair view in conformity with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India of the consolidated net profit and consolidated total comprehensive loss and other financial information of the Group for the year ended March 31, 2022.

(b) Conclusion on Unaudited Consolidated Financial Results for the quarter ended March 31, 2022

With respect to the Consolidated Financial Results for the quarter ended March 31, 2022, based on our review conducted and procedures performed as stated in paragraph (b) of Auditor’s Responsibilities section below and based on the consideration of the audit reports for the year ended March 31, 2022 of the other auditors referred to in Other Matters section below, nothing has come to our attention that causes us to believe that the Consolidated Financial Results for the quarter ended March 31, 2022, prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

Basis for Opinion on the Audited Consolidated Financial Results for the year ended March 31, 2022

We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified under Section 143(10) of the Companies Act, 2013 (“the Act”). Our responsibilities under those Standards are further described in paragraph (a) of Auditor’s Responsibilities section below. We are independent of the Group and its joint ventures in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“the ICAI”) together with the ethical requirements that are relevant to our audit of the Consolidated Financial Results for the year ended March 31, 2022 under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in Other Matters section below, is sufficient and appropriate to provide a basis for our audit opinion.

Management’s Responsibilities for the Statement

This Statement, which includes the Consolidated Financial Results is the responsibility of the Parent’s Board of Directors and has been approved by them for the issuance. The Consolidated Financial Results for the year ended March 31, 2022, has been compiled from the related audited consolidated financial statements. This responsibility includes the preparation and presentation of the Consolidated Financial Results for the quarter and year ended March 31, 2022 that give a true and fair view of the consolidated net profit and consolidated other comprehensive income and other financial information of the Group including its joint ventures in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards, prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.

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The respective Board of Directors of the companies included in the Group and of its joint ventures are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and its joint ventures and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the respective financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of this Consolidated Financial Results by the Directors of the Parent, as aforesaid.

In preparing the Consolidated Financial Results, the respective Board of Directors of the companies included in the Group and of its joint ventures are responsible for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intend to liquidate their respective entities or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group and of its joint ventures are responsible for overseeing the financial reporting process of the Group and of its joint ventures.

Auditor’s Responsibilities

(a) Audit of the Consolidated Financial Results for the year ended March 31, 2022
Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Results for the year ended March 31, 2022 as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Consolidated Financial Results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Annual Consolidated Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of such controls.

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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors.
Evaluate the appropriateness and reasonableness of disclosures made by the Board of Directors in terms of the requirements specified under Regulation 33 of the Listing Regulations.
Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and its joint ventures to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated Financial Results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and its joint ventures to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Annual Consolidated Financial Results, including the disclosures, and whether the Annual Consolidated Financial Results represent the underlying transactions and events in a manner that achieves fair presentation.
Perform procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the Listing Regulations to the extent applicable.
Obtain sufficient appropriate audit evidence regarding the annual standalone financial results/ financial information of the entities within the Group and its joint ventures to express an opinion on the Annual Consolidated Financial Results. We are responsible for the direction, supervision and performance of the audit of financial results/ financial information of such entities included in the Annual Consolidated Financial Results of which we are the independent auditors. For the other entities included in the Annual Consolidated Financial Results, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

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(b) Review of the Consolidated Financial Results for the quarter ended March 31, 2022

We conducted our review of the Consolidated Financial Results for the quarter ended March 31, 2022 in accordance with the Standard on Review Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, issued by the ICAI. A review of interim financial information consists of making inquiries, primarily of the Company’s personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with SA specified under section 143(10) of the Act and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

The Statement includes the results of the entities as listed under paragraph (a)(i) of Opinion and Conclusion section above.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.

Other Matters

The Statement includes the results for the Quarter ended March 31, 2022 being the balancing figure between audited figures in respect of the full financial year and the published year to date figures up to the third quarter of the current financial year which were subject to limited review by us. Our report is not modified in respect of this matter.
We did not audit the financial statements of 5 subsidiaries included in the consolidated financial results, whose standalone / consolidated financial statements reflect total assets of Rs. 9.55 crore as at March 31, 2022, total revenues of Rs. 0.73 crore and Rs. 0.73 crore for the quarter and year ended March 31, 2022 respectively, total net profit after tax of Rs. 4.64 crore and Rs. 4.58 crore for the quarter and year ended March 31, 2022 respectively, total comprehensive income of Rs. 4.64 crore and Rs. 4.58 crore for the quarter and year ended March 31, 2022 respectively, and net cash inflows of Rs. 7.26 crore for the year ended March 31, 2022, as considered in the Statement. These financial statements have been audited, by other auditors whose reports have been furnished to us by the Management and our opinion and conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the reports of such other auditors and the procedures performed by us as stated under Auditor’s Responsibilities section above.

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In respect of three subsidiaries located outside India whose consolidated financial statements have been prepared in accordance with International Financial Reporting Standards and which have been audited by another auditor under International Standards on Auditing issued by the International Accounting Standards Board, whose report has been furnished to us by the Management. The Company's management has converted the consolidated financial statements of the aforesaid subsidiaries from International Financial Reporting Standards to the accounting principles generally accepted in India. We have reviewed these conversion adjustments made by the Company' management. Our report on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based on the report of another auditor and the conversion adjustments prepared by the Management of the Company and reviewed by us.

Our report on the Statement is not modified in respect of the above matter with respect to our reliance on the work done and the reports of the other auditors.

The consolidated financial results also includes the Group's share of profit after tax of Rs. Nil and Rs. Nil for the quarter and year ended March 31, 2022 respectively and total comprehensive income of Rs. Nil and Rs. Nil for the quarter and year ended March 31, 2022 respectively, as considered in the Statement, in respect of 5 joint ventures, whose financial statements/ financial information have not been audited by us. These financial statements/ financial information are unaudited and have been furnished to us by the Management and our opinion and conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these joint ventures, is based solely on such unaudited financial statements/ financial information. In our opinion and according to the information and explanations given to us by the Board of Directors, these financial statements/ financial information are not material to the Group.

For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm’s Registration No. 117366W | W-100018)

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Mehul Parekh Partner (Membership No. 121513) UDIN: 22121513AIUMQK8001

Place: MUMBAI Date: May 11, 2022

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Annexure - 5

Deloitte Haskins & Sells LLP

Chartered Accountants

One International Center Tower 3, 27th-32nd Floor Senapati Bapat Marg Elphinstone Road (West) Mumbai-400 013 Maharashtra, India

Tel: +912261854000 Fax: +91226185 4101

INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF INTERIM STANDALONE FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF JSW ISPAT SPECIAL PRODUCTS LIMITED

We have reviewed the accompanying Statement of Standalone Unaudited Financial Results of JSW Ispat Special Products Limited ("the Company"), for the quarter and nine months ended December 31, 2022 ("the Statement"), being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
This Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity', issued by the Institute of Chartered Accountants of India (!CAI). A review of interim financial information consists of making inquiries, primarily of the Company's personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review conducted as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants Firm's Registration No. 117366W/W-100018

r1['?�] Mehul Parekh Partner Membership No. 121513 (UDIN:23121513BGXZVO1657)

Place: MUMBAI Date: January 16, 2023

Regd. Office: One International Center, Tower 3, 32nd Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai-400 013, Maharashtra, India. (LLP Identification No. AAB-8737)

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Chartered Accountants One International Center Tower 3, 27th-32nd Floor Senapati Bapat Marg Elphinstone Road (West) Mumbai-400 013 Maharashtra, India

Deloitte Haskins & Sells LLP

Tel: +91 22 6185 4000 Fax: +91226185 4101

INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF INTERIM CONSOLIDATED FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF JSW ISPAT SPECIAL PRODUCTS LIMITED

We have reviewed the accompanying Statement of Consolidated Unaudited Financial Results of JSW ISPAT SPECIAL PRODUCTS LIMITED ("the Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as "the Group"), and its share of net loss after tax and total comprehensive loss of its joint ventures for the quarter and nine months ended December 31, 2022 ("the Statement") being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
This Statement, which is the responsibility of the Parent's Management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India (ICAI). A review of interim financial information consists of making inquiries, primarily of Parent's personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under Section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.

The Statement includes the results of the entities listed in Annexure A to this report.
Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review report of the other auditor referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

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Regd. Office: One International Center, Tower 3, 32nd Floor, Senapati Ba pat Marg, Elphinstone Road (West), Mumbai-400 013, Maharashtra, India. (LLP Identification No. AAB-8737)

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Annexure - 6

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Annexure - 7

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Annexure - 8

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Annexure - 9

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KPMG Valuation Services LLP 15th and 16th Floor, Central B \IIJing and North C \IIJing, Nesco IT Park 4, Nesco Center, Western Express Highway, Goregaon (East), Mumbai - 400063, India.

Telephone: +91 (22) 6134 9200 Fax: +91 (22) 6134 9220 Internet: w .kpmg.com/in Email: [email protected]

Dated: 27 May 2022

To,

The Board of Directors,

JSW Centre, Sandra Kurla Complex, Sandra (East), Mumbai - 400 051 Maharashtra, India

Re: Recommendation of Share Exchange ratio for the proposed merger of JSW lspat Special Products Limited and Creixent Special Steels Limited into JSW Steel Limited

Dear Sir/ Madam,

We refer to the engagement letter dated 19 May 2022 whereby JSW Steel Limited (hereinafter referred as "JSW Steel", or "Client", or "You") has requested KPMG Valuation Services LLP (hereinafter referred to as "KPMG" or "Valuer" or "us" or "we") to recommend an equity exchange ratio in connection with the proposed Transaction defined hereinafter.

BACKGROUND OF THE COMPANIES

JSW Steel Limited is a public limited company incorporated on March 15, 1994, under the Companies Act, 1956 having its registered office at JSW Centre, Sandra Kurla Complex, Sandra (East), Mumbai - 400051, with corporate identification number L27102MH1994PLC152925. JSW Steel is engaged in the business of manufacturing steel and offers a wide gamut of steel products. JSW Steel Limited has an installed steel-making capacity of over 18 MTPA.

JSW Steel had consolidated revenue from operations and profit after tax of INR 1,375,470 million and INR 220,580 million, respectively for the year ended 31 March 2022 as per its provisional financial statements. JSW Steel had a net worth of INR 688,970 million as on 31 March 2022 as per its provisional financial statements (all the numbers mentioned in this para are at consol level).

JSW lspat Special Products Limited (" JSW lspat) is a public limited company incorporated on February 01, 1990, under the Companies Act, 1956 having its registered office at JSW Centre, Sandra Kurla Complex, Sandra (East), Mumbai - 400051, with corporate identification number L02710MH1990PLC363582. JSW lspat is engaged in the business of manufacturing and marketing of sponge iron, pellets, steel and ferro alloys. In addition, it operates power generation facilities with an installed capacity of 234 MW. JSW lspat was formerly known as Monnet lspat and Energy Limited and changed its name to JSW lspat Special Products Limited in September 2020.

JSW lspat had revenue from operations and profit after tax of INR 60,607 million and INR 15 million, respectively for the year ended 31 March 2022 as per its audited financial statements.

RKPMG Valuation[eg] istration No. 414] Services [a converted [pa] rtner&hip firm with into Limited Liability with partnership wnh UP Reffect from May 13, 2019[�] ration No. MP- 2732,

KPMG Valuation partnership and a member firm Services UP, of KPMG global organization an Indian limned liability of i[�] ndent member firms affiliated with KPMG International Limned, a pnvate En[g] ish company lirried [g] uarantee

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JSW !spat had a net worth of INR 13,930 million as on 31 March 2022 as per its audited financial statements (all the numbers mentioned in this para are at consolidated level).

Creixent Special Steels Limited (Creixent), is a public limited company incorporated on February 27, 2018, under the Companies Act, 2013 having its registered office at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 400051, with corporate identification number U27209MH2018PLC375319. Creixent is engaged in the business of trading in steel and steel products and holding investments.

Creixent had revenue from operations and loss after tax of INR 60,607 million and INR 781 million respectively for the year ended 31 March 2022 as per its provisional financial statements. Creixent had a net worth of INR 140 million as on 31 March 2022 as per its provisional financial statements (all the numbers mentioned in this para are at consolidated level).

The equity shares of JSW Steel and JSW lspat are listed on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE").

SCOPE AND PURPOSE OF THIS REPORT

We understand that the managements of JSW Steel, JSW lspat and Creixent ("Management/s") are contemplating the merger of JSW lspat and Creixent into JSW Steel on a going concern basis with effect from the proposed Appointed Date of 1 April 2022, pursuant to a Scheme of Arrangement under the provisions of Sections 230 to 232 of the Companies Act, 2013 (including any statutory modifications, re-enactment or amendments thereof) and other applicable securities and capital market laws and rules issued thereunder to the extent applicable (the "Scheme") (the "Proposed Transaction"). In consideration thereof, equity shares of JSW Steel will be issued to the equity shareholders of JSW ls pat and Creixent. The number of equity shares of JSW Steel of face value of INR 1/- each to be issued for the equity shares/ CCPS of JSW lspat ("Share Exchange Ratio 1 ") and Creixent ("Share Exchange Ratio 2") in the event of the Proposed Transaction is collectively referred to as the "Equity Share Exchange Ratio".

It is in this connection that the Client has requested us to render our professional services by way of carrying out a relative valuation of JSW Steel, JSW !spat and Creixent (together referred as the "the Companies" or "Businesses") and submit a report recommending the Equity Share Exchange Ratio for the Proposed Transaction, on a going concern basis with 31 March 2022 being the valuation date, (the "Services") for the consideration of the Board of Directors (including audit committees, if applicable) of the Client in accordance with the applicable Securities and Exchange Board of India ("SEBI"), the relevant stock exchanges', and relevant laws, rules and regulations. To the extent mandatorily required under applicable laws of India, this report maybe produced before the judicial, regulatory or government authorities, stock exchanges, shareholders in connection with the Proposed Transaction.

The scope of our services is to conduct a relative valuation (not an absolute valuation) of the Businesses and recommend Equity Share Exchange Ratio for the Proposed Transaction.

We have been informed by JSW Steel that JSW lspat and Creixent have also appointed another independent valuer ("Second Valuer") for the proposed Transaction. Both the val�ers (jointly

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For our analysis, we have relied on published and secondary sources of data, whether or not made available by the Companies. We have not independently verified the accuracy or timeliness of the same; and
Such other analysis and enquiries, as we considered necessary

We have also obtained the explanations, information and representations, which we believed were reasonably necessary and relevant for our exercise from the Managements and representatives of the Companies. The Client has been provided with the opportunity to review the draft report (excluding the recommended Equity Share Exchange Ratio) for this engagement to make sure that factual inaccuracies are avoided in our final report.

As per the Managements the business activities of the Businesses have been impacted due to Covid-19 pandemic and the consequent lockdown in various countries including India. The Management has represented that the impact of Covid-19, if any, on the business operations of Companies have been considered/ factored in the projections. The Management has further represented that no material adverse change has occurred in their respective operations and financial position of the Businesses between 31 March 2022 and the report date.

SCOPE LIMITATIONS, ASSUMPTIONS, QUALIFICATIONS, EXCLUSIONS AND DISCLAIMERS

Provision of valuation opinions and consideration of the issues described herein are areas of our regular practice. The services do not represent accounting, assurance, accounting/ tax due diligence, consulting or tax related services that may otherwise be provided by us or our affiliates.

This report, its content, and the results herein are specific to the purpose of valuation and the Valuation Date mentioned in the report and agreed as per the terms of our engagement. It may not be valid for any other purpose or as at any other date. Also, it may not be valid if done on behalf of any other entity.

A valuation of this nature involves consideration of various factors including those impacted by prevailing stock market trends in general and industry trends in particular. This report is issued on the understanding that the management of the Companies have drawn our attention to all the matters, which they are aware of concerning the financial position of the Companies and any other matter, which may have an impact on our opinion, on the Equity Share Exchange Ratio for the Proposed Transaction as on the Valuation Date. We have considered only circumstances existing at the Valuation Date and events occurring up to the Valuation Date. Events and circumstances may have occurred since the Valuation Date concerning the financial position of the Companies or any other matter and such events or circumstances might be considered material by the Companies or any third party. We have taken into account, in our valuation analysis, such events and circumstances occurring after the Valuation Date as disclosed to us by the Companies, to the extent considered appropriate by us based on our professional judgement. Further, we have no responsibility to update the report for any events and circumstances occurring after the date of the report. Our valuation analysis was completed on a date subsequent to the Valuation Date and accordingly we have taken into account such valuation

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�

525,980,000-, 0.01% Compulsory Convertible Preference Shares {CCPS) at par value of 10/- each, which we have considered for the purpose of the valuation analysis.

(",.,,.�;rr · .Jff(.[fi.i: �	(",.,,.�;rr · .Jff(.[fi.i: �	~~l��.r;~~ l~~% � ��~~�---	~~l��.r;~~ l~~% � ��~~�---
~~_,~~ ~~--~~ -- Promoter & Promoter Group	249,649,241	~~~~ - 525,980,000	~~- ~~ 77.91
Public	219,898,293	~~-~~	22.09
Total	469,547,534	525,980,000	100.0

• % Shareholding on a fully diluted basis

As per the terms of CCPS, each CCPS shall be convertible into 1 (one) equity share at any date prior to the expiry of the term of 20 {Twenty) years from the date of issuance of the CCPS {"CCPS Term") at the option of the holder of the CCPS. Unless already converted each CCPS outstanding at the expiry of the CCPS Term shall be compulsorily converted into 1 {one) equity share of the company. Give the above, we have considered the number of shares on a fully diluted basis for the purpose of our valuation exercise.

Creixent

As at 31 March 2022 and report date, the paid up equity share capital of Crexient Special Steels is INR 100 million consisting of 10,000,000 equity shares of face value of INR 10/- each fully paid up, which we have considered for the purpose of the valuation analysis.

	0I�CE'· - - _ l:��1•1'�,fc: Promoter & Promoter Group 10,00,000 Total 10,00,000 . . ] ·% 'lilc•(1i1•Jif(i ___ . - 100.0 100.0

APPROACH AND METHODOLOGY - BASIS OF TRANSACTION

The Scheme contemplates merger of JSW lspat and Creixent with JSW Steel under Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 and rules issued thereunder to the extent applicable.

Arriving at the Equity Share Exchange Ratio for the purposes of an arrangement such as the Proposed Transaction, would require determining the relative values of each company involved and of their shares. These values are to be determined independently but on a relative basis, and without considering the effect of the arrangement.

BASIS OF VALUE

The report has been prepared on the basis of "Fair Value" as at Valuation Date. The generally accepted definition of "Fair Value" is the value as applied between a hypothetical willing vendor and a hypothetical willing prudent buyer in an open market and with access to all relevant information.

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The computation of Equity Share Exchange Ratio 1 as derived by KPMG, is given below:

The computation of Equity Share Exchange Ratio 1 as derived by KPMG, is given below:	The computation of Equity Share Exchange Ratio 1 as derived by KPMG, is given below:	The computation of Equity Share Exchange Ratio 1 as derived by KPMG, is given below:	The computation of Equity Share Exchange Ratio 1 as derived by KPMG, is given below:	The computation of Equity Share Exchange Ratio 1 as derived by KPMG, is given below:	The computation of Equity Share Exchange Ratio 1 as derived by KPMG, is given below:
.. ·,' - -----:�i -�-- �f� - -c-l---- -.:e�:- - - !�1.1Hf1j hl�f0B� !--�------�-- ------------- - I Income Approach Market Approach Asset Approach Relative Value per Share '�{;i"J,�( f�0:,· {ffif1{it,:;·:1 ~~·r -~~ --�- ----~~,-~~-� ---- ~~1,•.t~~�.1�-ffw1 1~~f�-- 1-~~f�: tr£,:1r!" . I . - . l L' ' ' l (�I ,L - 1___ ®- J ~~-~~ 788.8 50% 672.5 50% 263.7 0% 730.6 100% I - - - - ! --- - f., 32.4 36.2 13.8 34.3 - . 50% 50% 0% 100%
	788.8 672.5 263.7		L - ___ - 50% 32.4		~~-~~ 50%
			50% 36.2		50%
			0%	13.8	0%
		730.6	100%	34.3	100%
			- - - --- - f., - .

The computation of Equity Share Exchange Ratio 2 as derived by KPMG, is given below:

Income Approach	788.8	50%	NA	0%
Market Approach	672.5	50%	NA	0%
Asset Approach Relative Value per Share	263.7 730.6	0% 100%	1,120.0 1,120.0	100% 100%
*f;:Gi."t:-lh�t•t! 1fll�Iil1,c:,,* i ___ �-�� _ ___

RATIO

In light of the above, and on a consideration of all the relevant factors and circumstances as discussed and outlined herein above, we recommend the following Equity Share Exchange Ratio for proposed merger of JSW lspat and Creixent into JSW Steel:

Equity Share Exchange Ratio 1:

One (1 Only) equity share of JSW Steel Limited of INR 1/- each fully paid up for every Twenty One (21 Only) equity shares of JSW lspat Special Products Limited of INR 10/- each fully paid up.

One (1 Only) equity share of JSW Steel Limited of INR 1/- each fully paid up for every Twenty- One (21 Only) CCPS of JSW lspat Special Products Limited of INR 10/- each fully paid up.

Equity Share Exchange Ratio 2:

Three (3 Only) equity share of JSW Steel Limited of INR 1/- each fully paid up for every Two (2 Only) equity shares of Creixent Special Steels Limited of INR 10/- each fully paid up.

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Annexure - 10

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Dated: 27 May 2022

To Board of Directors

JSW lspat Special Products Limited JSW Centre, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra 400051

Subject: Recommendation of the Share Exchange Ratio for the proposed amalgamation of JSW lspat Special Products Limited into JSW Steel Limited

Dear Sir/ Madam,

We refer to our engagement letter dated 26 May 2022 whereby JSW lspat Special Products Limited, formerly known as Monnet lspat and Energy Limited (hereinafter referred to as 'you' 'JISPL' or 'Company' or 'Client') has appointed PwC Business Consulting Services LLP (hereinafter referred to as 'PwC BCS'), to recommend the share exchange ratio ('Share Exchange Ratio') for the proposed amalgamation of JISPL into JSW Steel Limited (hereinafter referred to as 'JSW Steel') ('Transaction' or 'Amalgamation').

PwC BCS has been hereinafter referred to as the 'Valuer' or 'we' or 'us' in this Share Exchange Ratio report ('Valuation Report' or 'Report').

BACKGROUND OF COMPANIES

JISPL was incorporated on February 01, 1990 under the provisions of the Companies Act, 1956, and is a public limited company within the meaning of the Companies Act, 2013 ('Act') having corporate identification number ('GIN'): L02710MH1990PLC363582. Its registered office is at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 400051. JISPL is inter-alia engaged in the business of manufacturing and marketing of sponge iron, pellets, steel and ferro alloys. It is a primary steel producer and has an integrated steel plant at Raigarh, and also has another unit for steel production at Raipur. The equity shares of JISPL are listed on National Stock Exchange of India Limited ('NSE') and BSE Limited ('BSE').

JSW Steel was incorporated on March 15, 1994 under the provisions of the Companies Act, 1956, and is a public limited company within the meaning of the Act having CIN: L27102MH1994PLC152925. Its registered office is at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 400051. JSW Steel is primarily engaged in the business of manufacture and sale of steel & steel products in India. It is an integrated manufacturer of diverse range of steel products with its manufacturing facilities located across India. JSW Steel hold investments in various subsidiaries and Joint Ventures ('JV') within India and outside India. Such subsidiaries and JVs are engaged in similar line of business. The equity shares of JSW Steel are listed on NSE and BSE.

Creixent Special Steels Limited ('CSSL') was incorporated on February 27, 2018 under the provisions of the Act and is a public limited company within the meaning of the Act having CIN: U27209MH2018PLC375319. Its registered office is at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 400051. CSSL has limited business operations and is the parent company of JISPL having ~48.12% equity shareholding in JISPL as of 31 March 2022. It is jointly controlled by JSW Steel and AION Investments Private II Limited ('AION'). It has also issued certain non-convertible debentures, which are listed on the wholesale debt market segment of BSE. The equity shares of CSSL are not listed on any recognised stock exchange. �=�

....................................................................................................................................................................................................................................... .

PwC Business Consulting Services LLP, 252 Veer Savarkar Marg, Shivaji Park, Dadar (W), Mumbai - 400 028. T: +91 (22) 66691500, F: + 91 (22) 66547801 /04 / 07 / 08, www. c.c m india LLPIN MO-9288 Registered with limited liability

Registered Office. 11-A,Sucheta Bhawan. 1• Floor, Vishnu Digambar Marg, New Delhi. 110 002

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SCOPE AND PURPOSE OF THIS REPORT

We understand that, pursuant to a Composite Scheme of Amalgamation and Arrangement (the proposed 'Scheme'), it is proposed to amalgamate CSSL and JISPL into JSW Steel under the provisions of Section 230 to 232 of the Companies Act, 2013, other applicable laws and rules issued thereunder, as may be applicable.

We understand that the Amalgamation is being planned as an all-share deal, which would involve issue of equity shares of JSW Steel to the shareholders of JISPL and CSSL. Simultaneous with the issuance of such equity shares to the shareholders of JISPL and CSSL, the existing and paid up share capital of JISPL and CSSL, as held by JSW Steel, shall stand cancelled. For the aforesaid purpose, the Board of Directors of JISPL have appointed PwC BCS to provide a Registered Valuer Report recommending the Share Exchange Ratio for the proposed amalgamation of JISPL into JSW Steel, on a going concern basis with 31 March 2022 being the Valuation Date, for the consideration of the Board of Directors (including audit committees and committees of Independent Directors, as applicable) of the Company in accordance with the applicable regulations of Securities and Exchange Board of India ('SEBI') and the relevant stock exchanges, and other relevant laws, rules and regulations.

It is clarified that any reference to this Report in any document and/ or filing with any tribunal/ judicial/ regulatory authorities/ government authorities/ stock exchanges/ courts/ shareholders/ professional advisors/ merchant bankers, in connection with the Transaction, shall not be deemed to be an acceptance by the Valuer of any responsibility or liability to any person/ party other than the Board of Directors of JISPL.

As per the Scheme, we understand that the Appointed Date for the Transaction is 01 April 2022.

The Report will be used by JISPL only for the purpose, as indicated in this Report, for which we have been appointed. The results of our analysis and our Report cannot be used or relied by the Client for any other purpose or by any other party for any purpose whatsoever. We are not responsible to any other person/ party for any decision of such person/ party based on this Report.

The scope of our services is to conduct a relative (and not absolute) valuation of JISPL and JSW Steel and to recommend a Share Exchange Ratio for the proposed Transaction in accordance with generally accepted professional standards.

As requested by you, upon conclusion of our work on the Valuation, prior to issue of the Valuation Report, we have discussed our approach, methodology and findings with KPMG Valuation Services LLP (the 'Second Valuer'), the independent valuer appointed by JSW Steel. We understand that the same set of information for the purpose of Valuation has been provided to us and Second Valuer. Although we have independently arrived at the relative values of JSW Steel and JISPL, we have arrived at a consensus on the Share Exchange Ratio after making appropriate minor adjustments/ rounding off.

This Report is our deliverable for the above engagement. This Report is subject to the scope, assumptions, exclusions, limitations, and disclaimers detailed hereinafter. As such, the Report is to be read in totality, and not in parts, in conjunction with the relevant documents referred to therein.

SOURCES OF INFORMATION

In connection with this exercise, we have used the following information received from the Management and gathered from public domain:

considered audited/ provisional standalone and consolidated historical financial information of JISPL, CSSL, JSW Steel and their subsidiaries/ joint ventures/ associate companies for the 2 years ended 31 March 2021 and for the 9 month/ 12 month period ended 31 December 2021/ 31 March 2022, respectively, as made available;

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• considered the projected financials (comprising projected financial statements) for 5 years ending 31
March 2027 of JISPL, JSW Steel and their material subsidiaries/ joint ventures/ associate �=,::,,..
(referred to as 'Financial Projections'); o
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addition, this valuation will fluctuate with changes in prevailing market conditions, the conditions and prospects, financial and otherwise, of JISPL, CSSL, JSW Steel and their respective subsidiaries/ joint ventures/ associate companies, and other factors which generally influence the valuation of the above companies and their assets.

The application of any particular method of valuation depends on the purpose for which the valuation is done. Although different values may exist for different purposes, it cannot be too strongly emphasized that a valuer can only arrive at one value for one purpose. Our choice of methodology of valuation has been arrived at using usual and conventional methodologies adopted for transactions of a similar nature and our reasonable judgment, in an independent and bona fide manner based on our previous experience of assignments of a similar nature.

Out of the above methods, we have used approaches / methods, as considered appropriate. The valuation approaches/ methods used, and the values arrived at using such approaches/ methods by us have been tabled in the next section of this Report.

BASIS OF SHARE EXCHANGE RATIO

In the ultimate analysis, valuation will have to be tempered by the exercise of judicious discretion by the Valuer and judgment taking into account all the relevant factors. There will always be several factors, e.g., present and prospective competition, yield on comparable securities and market sentiment, etc. which are not evident from the face of the balance sheets, but which will strongly influence the worth of a share. The determination of a share exchange ratio is not a precise science and the conclusions arrived at in many cases will, of necessity, be subjective and dependent on the exercise of individual judgement. This concept is also recognized in judicial decisions. There is, therefore, no indisputable single share exchange ratio. The Share Exchange Ratio rendered in this Report only represent our recommendation(s) based upon information till the date of this Report, furnished by the Management (or its representatives) and other sources, others may place a different value. The final responsibility for the determination of the share exchange ratio at which the Transaction shall take place will be with the Board of Directors who should take into account other factors such as their own assessment of the Transaction and input of other advisors.

The Share Exchange Ratio has been arrived at on the basis of a relative equity valuation (on a per share basis) of JISPL and JSW Steel based on the various methodologies explained herein earlier and other factors considered relevant, having regard to information base, key underlying assumptions, and limitations. Though different values have been arrived at under each of the above methodologies, it is finally necessary to arrive at a single value for Amalgamation. It is important to note that we are not attempting to arrive at the absolute equity values of JISPL and JSW Steel but at their relative values to facilitate the determination of the Share Exchange Ratio for the Amalgamation. For this purpose, it is necessary to give appropriate weights to the values arrived at under each methodology.

In the current analysis, the amalgamation of JISPL and JSW Steel is proceeded with on the assumption that JISPL and JSW Steel would merge as going concerns and an actual realization of the operating assets is not contemplated. In such a going concern scenario, the relative earning power, as reflected under the Income and Market approaches, is of greater importance to the basis of amalgamation/ merger, with the values arrived at on the net asset basis being of limited relevance. Hence, while we have calculated the values of the shares of JISPL and JSW Steel under the Asset Approach, we have considered it appropriate not to give any weightage to the same in arriving at the Share Exchange Ratio.

Given the nature of the businesses of JISPL and JSW Steel, and the fact that we have been provided with projected financials for JISPL, JSW Steel and their material subsidiaries/ joint ventures/ associate companies, we have considered it appropriate to apply the DCF Method under the Income Approach to arrive at the relative value of the equity shares of JISPL and JSW Steel for the purpose of arriving at the Share Exchange Ratio.

Within the DCF Method, equity value per share for JISPL and JSW Steel is computed as follows:

Enterprise values for JISPL and JSW Steel is computed separately using DCF Method
Value of the investments in subsidiaries, joint ventures and associates have been added to the above value.

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To arrive at the total value available to the equity shareholders for JISPL and JSW Steel, value arrived as above is adjusted, as appropriate, for debt, cash and cash equivalents and surplus assets as appearing in the balance sheet at 31 March 2022, contingent liabilities and other matters.
The total value of equity is then divided by fully diluted equity shares (considering conversion of convertible instruments, warrants and options, as appropriate) as at 31 March 2022, to arrive at the value per equity share.

For our analysis under Market Approach, we have considered the Market Price Method to arrive at the relative fair value of the shares of JISPL and JSW Steel for the purpose of arriving at the Share Exchange Ratio:

For determining the market price, the volume weighted share price of JISPL and JSW Steel over an appropriate period has been considered in this case.

Given that both the companies are frequently traded, we have not used the Comparable Companies' Multiple (CCM) method. Further, Comparable Companies' Transaction Multiple (CTM) method has not been used due to lack of comparable transactions in this space. Further, the transaction multiples may include acquirer specific considerations, synergy benefits, control premium and minority adjustments.

For our final analysis and recommendation we have considered the values arrived under the Income Approach and the Market Approach, to arrive at the relative value of the equity shares of JISPL and JSW Steel for the purpose of the Transaction.

We have considered appropriate weights to the values arrived at under the Income and Market Approaches.

In view of the above, and on consideration of the relevant factors and circumstances as discussed and outlined hereinabove, we recommend the following Share Exchange Ratio for the Transaction whose computation is as under.

The below table summarises workings for the value per share of JISPL and JSW Steel, and the Share Exchange Ratio as derived by us.

xchange Ratio as derived by us.
Valuation Approach	JSW Steel JISPL
	Value per Share (INR)	Weight Value per Share (INR)		Weight
Asset Approach	263.7	0.0%	13.8	0.0%
Income Approach - DCF Method Market Approach - Market Price Method "	784.2 50.0% 672.5 50.0%		32.3 50.0% 36.2 50.0%
Relative Value per Share *Share Exchange Ratio(rounded*** of	728.3 34.2 1 : 21
~~1 ~~90 trading days volume weighted average price as per NSE for the perod ending 25 May 2022.

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STRICTLY CONFIDENTIAL

May 27, 2022

The Board of Directors, JSW Ispat Special Products Limited,

JSW Centre, Bandra Kurla Complex, – Bandra (East), Mumbai 400051, India.

Ladies/ Gentlemen:

We refer to the engagement letter dated May 26, 2022 (“ Engagement Letter ”) whereby JSW Ispat Special Products Limited (“ Transferor Company ” or “ JSW Ispat ” or “ Company ”) has engaged JM Financial Limited (“ JM Financial ”), inter alia , to provide a fairness opinion to JSW Ispat on the Share Exchange Ratio (defined herein) recommended by PwC Business Consulting Services LLP bearing registration number IBBI/RV-E/02/2022/158 (“ PwC ” or “ Valuer ”) through their report dated May 27, 2022 (the “ Share Exchange Ratio Report ”) in relation to the proposed amalgamation of JSW Ispat into JSW Steel Limited (“ JSW Steel ” or “ Transferee Company ”) as part of a Composite Scheme of Amalgamation (the “ Scheme ”) under the provisions of Sections 230 to Section 232 of the Companies Act, 2013 read with other applicable provisions and rules thereunder.

Background

JSW Ispat Special Products Limited:

JSW Ispat is a company incorporated under the provisions of the Companies Act, 1956 and is listed on the National Stock Exchange Limited (“ NSE ”) and the BSE Limited (“ BSE ”).

JSW Ispat is inter alia engaged in the business of manufacturing and marketing of sponge iron, pellets, steel and ferro alloys.

The issued and paid up share capital of JSW Ispat as on date of this fairness opinion is Rs. 9,955.28 mn divided into 46,95,47,534 equity shares of face value of Rs.10 each and 52,59,80,000 Compulsory Convertible Preference Shares of Rs. 10 each.

JM Financial Limited

Corporate Identity Number: L67120MH1986PLC038784 Regd. Office: 7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025. T: +91 22 6630 3030 F: +91 22 6630 3344 www.jmfl.com

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JSW Steel Limited:

JSW Steel is a company incorporated under the provisions of the Companies Act, 1956 and is listed on NSE and BSE.

JSW Steel is engaged in the business of manufacturing steel and offers a gamut of steel products.

The issued and paid up share capital of JSW Steel as on date of this fairness opinion is Rs. 2,417.22 mn divided into 2,417,220,440 equity shares of face value of Rs. 1 each.

Brief Background of the Composite Scheme of Amalgamation

Under the Scheme, inter alia , JSW Ispat shall be amalgamated with JSW Steel, pursuant to which the shareholders of JSW Ispat shall receive equity shares of JSW Steel based on the following ratio (“ Share Exchange Ratio ”):

1 (One) equity share of JSW Steel of the face value of Rs. 1/- each fully paid up will be issued for every 21 (Twenty one) equity shares of JSW Ispat of the face value of Rs. 10/- each fully paid up.

1 (One) equity share of JSW Steel of the face value of Rs. 1/- each fully paid up will be issued for every 21 (Twenty one) compulsorily convertible preference shares of JSW Ispat of the face value of Rs. 10/- each fully paid up.

The Company, in terms of the Engagement Letter, has requested us to examine the Share Exchange Ratio Report issued by the Valuer and other related information provided by the Company and issue our independent opinion as to the fairness of the Share Exchange Ratio (“ Fairness Opinion ”) pursuant to the provisions of the SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 including amendments thereof (“ SEBI Circular ”) wherein, a listed entity is required to submit a fairness opinion by a SEBI registered merchant banker on valuation of shares done by the Valuer to the Stock Exchanges.

Source of Information

For the said examination and for arriving at the opinion set forth below, we have:

received the Share Exchange Ratio Report issued by the Valuer;
received the draft of the proposed Scheme;
considered the audited/ provisional standalone and consolidated historical financial information of JSW Ispat, JSW Steel and their subsidiaries/ joint ventures/ associate companies for the year ended March 31, 2021 and for the 9 month/ 12 month period ended December 31, 2021/ March 31, 2022., respectively, as made available;
considered the projected financials (comprising projected financial statements) for 5 years

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ending March 31, 2027 of JSW Ispat, JSW Steel and their subsidiaries/ joint ventures/ associate companies, respectively, as made available;

Certain other information/ explanation from the representatives of the Company.

Scope Limitations

We have assumed and relied upon, without independent verification on an “as is” basis, the accuracy and completeness of all the information that was publicly available or provided or otherwise made available to us for the purposes of this Fairness Opinion. We express no opinion, and accordingly, accept no responsibility with respect to or for such information, or the assumptions on which it is based, and, we have simply accepted this information on an “as is” basis, and, have not verified the accuracy and/ or the completeness of the same from our end. The Fairness Opinion is provided as on the date of the Share Exchange Ratio Report and events occurring after the date hereof may affect this Fairness Opinion and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this fairness opinion. We have not assumed any obligation to conduct, nor have we conducted any physical inspection or title verification of the properties or facilities of JSW Ispat or JSW Steel and neither express any opinion with respect thereto nor accept any responsibility therefor. We have not made any independent valuation or appraisal of the assets or liabilities of JSW Ispat or JSW Steel, nor have we been furnished with any such appraisals. We have not reviewed any internal management information statements or any non-public reports and instead, with your consent, have relied upon information that was publicly available or provided or otherwise made available to us by JSW Ispat or JSW Steel on an “as is” basis for the purposes of this Fairness Opinion. We are not experts in the evaluation of litigation or other actual or threatened claims, and accordingly, we have not evaluated any litigation or other actual or threatened claims. In addition, we have assumed that the proposed amalgamation will be approved by regulatory authorities and that the proposed amalgamation will be consummated substantially in accordance with the terms set forth in the proposed amalgamation. We have assumed that there are no other contingent liabilities other than disclosed under the financial statements and undertaking provided by JSW Ispat or JSW Steel or circumstances that could materially affect the business or financial prospects of JSW Ispat or JSW Steel.

We understand that the management of JSW Ispat and JSW Steel, during our discussion with them, would have drawn our attention to all such information and matters which may have an impact on our analysis and opinion. We have assumed that in the course of obtaining necessary regulatory or other consents, no restrictions will be imposed or there will be no delays that will have a material adverse effect on the proposed amalgamation . Our opinion is necessarily based on financial, economic, market and other conditions as they currently exist and on the information made available to us as of the date hereof. It should be understood that although subsequent developments may affect this opinion, we do not have an obligation to update, revise or reaffirm this opinion. In arriving at our opinion, we were not authorized to solicit, and did not solicit, interest from any party with respect to the acquisition, business combination or other extraordinary transaction involving

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the Company and JSW Steel or any of its assets, nor did we negotiate with any other party in this regard.

In the ordinary course of business, the JM Financial group is engaged in securities trading, securities brokerage and investment activities, as well as, providing investment banking and investment advisory services. In the ordinary course of its trading, brokerage and financing activities, any member of the JM Financial group may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers, in debt or equity securities or senior loans of any company that may be involved in the proposed amalgamation.

We express no opinion whatsoever and make no recommendation at all as to JSW Ispat’s underlying decision to effect the proposed amalgamation. We also do not provide any recommendation to the holders of equity shares or secured or unsecured creditors of JSW Ispat with respect to the proposed amalgamation. We also express no opinion, and accordingly, accept no responsibility for or as to the price at which the equity shares of JSW Ispat will trade following the announcement of the proposed amalgamation or as to the financial performance of JSW Steel following the consummation of the proposed amalgamation. We express no opinion whatsoever and make no recommendations at all (and accordingly take no responsibility) as to whether shareholders/ investors should buy, sell or hold any stake in JSW Ispat or any of its related parties (holding company/ subsidiary/ associates etc.) or JSW Steel.

Conclusion

Based on our examination of the Share Exchange Ratio Report, such other information/ undertakings/ representations provided to us by JSW Ispat and our analysis and evaluation of such information and subject to the scope limitations as mentioned hereinabove and to the best of our knowledge and belief, we are of the opinion that the Share Exchange Ratio is fair for the shareholders of JSW Ispat.

Distribution of the Fairness Opinion

The Fairness Opinion is addressed only to the Board of Directors of JSW Ispat. The Fairness Opinion save and except pursuant to the SEBI Circular shall not otherwise be disclosed or referred to publicly or to any other third party without JM Financial’s prior written consent.

However, JSW Ispat may provide a copy of the Fairness Opinion if requested/ called upon by any regulatory authorities of India subject to JSW Ispat promptly intimating JM Financial in writing about receipt of such request from the regulatory authority. The Fairness Opinion should be read in totality and not in parts. Further, this Fairness Opinion should not be used or quoted for any purpose other than the purpose mentioned hereinabove. If this Fairness Opinion is used by any person other than to whom it is addressed or for any purpose other than the purpose stated hereinabove, then, we will not be liable for any consequences thereof and shall not take any responsibility for the same as the same would have been shared in contravention of the provisions

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hereof on a “non-recourse” and “non-reliance” basis. Neither this Fairness Opinion nor its contents may be referred to or quoted to/ by any third party, in any registration statement, prospectus, offering memorandum, annual report, loan agreement or any other agreement or documents given to third parties. In no circumstances however, will JM Financial or its management, directors, officers, employees, agents, advisors, representatives, successors, permitted assigns and controlling persons of JM Financial accept any responsibility or liability including any pecuniary or financial liability to any third party.

Yours truly,

For JM Financial Limited

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Authorized Signatory

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DCS/AMAL/MJ/IP/2597/2022-23

December 14,2022

The Company Secretary, JSW Ispat Special Products Limited JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai- 400051.

Dear Sir,

Sub: Observation Letter regarding the Composite Scheme of Arrangement amongst Creixent Special Steels Limited and JSW Ispat Special Products Limited and JSW Steel Limited and its Shareholders and Creditors.

We are in receipt of the Composite Scheme of Arrangement filed by JSW Ispat Special Products Limited as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated December 13, 2022, has inter alia given the following comment(s) on the Composite Scheme for Arrangement:

a) discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and Shareholders, while seeking approval of t
b) Company, after filing the scheme with the Stock Exchange, and from the date of receipt of this letter, is displayed on the websites of the listed Comp
c) shall ensure compliance with the SEBI Circular
d) and
e) Scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking
f) shall ensure that the Transferee Company discloses the details of complaints received along with response of the company, as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013.
g) valuation report are not for period more than 6 months old.
h) pany is advised that the details of the proposed Scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the

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j) Scheme shall be acted upon subject to the applicant complying
k) that no changes to the draft Scheme except those mandated by the
l) incorporated in the petition to be filed before Hon'ble NCLT and the Company obliged to bring the observations to
m) rules and regulations issued thereunder including obtaining the consent from the creditors for
n) and communication of comments/observations on draft Scheme by SEBI/Stock Exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5)
Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:
i. To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.
ii. To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.
iii. To duly comply with various provisions of the circulars.

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted company involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017. Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be six months from the date of this Letter, within which the scheme shall be submitted to the NCLT.

to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Byelaws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities. Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

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Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted. You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully, Sd/-

Sd/-

Prasad Bhide Mahek Jaju Senior Manager Assistant Manager

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Annexure - 16

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DCS/AMAL/MJ/IP/2596/2022-23 -

December 14,2022

The Company Secretary, JSW STEEL LTD. JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai- 400051.

Dear Sir,

Sub: Observation Letter regarding the Composite Scheme of Arrangement amongst Creixent Special Steels Limited and JSW Ispat Special Products Limited and JSW Steel Limited and its Shareholders and Creditors.

We are in receipt of the Composite Scheme of Arrangement filed by JSW Steel Limited as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated December 13, 2022, has inter alia given the following comment(s) on the Composite Scheme for Arrangement:

a) details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and Shareholders, while seeking
b) Company, after filing the scheme with the Stock Exchange, and from the date of receipt of this letter, is displayed on the websites of the listed Company and the S
c) shall ensure compliance with the SEBI Circular
d) and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company
e) Scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking
f) shall ensure that the Transferee Company discloses the details of complaints received along with response of the company, as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013.
g) valuation report are not for period more than 6 months old.
h) consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the
i) mandatorily be in demat form only
j) Scheme shall be acted upon subject to the applicant complying

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k) no changes to the draft Scheme except those mandated by the regulators/
l) petition to be filed before Hon'ble NCLT and the Company obliged to bring the observations to
m) rules and regulations issued thereunder including obtaining the consent from the creditors for
n) and communication of comments/observations on draft Scheme by SEBI/Stock Exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5)

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

i. To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.
ii. To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.
iii. To duly comply with various provisions of the circulars.

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In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre. Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted. You may please refer to circular dated February 26, 2019 issued to the company. Yours faithfully, Sd/Sd/- Prasad Bhide Mahek Jaju Senior Manager Assistant Manager

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Ref: NSE/LIST/31441

December 14, 2022

The Company Secretary JSW Ispat Special Products Limited JSW Centre, Bandra Kurla Complex, Bandra East, Mumbai-400 051.

Kind Attn.: Mr. Ajay Kadhao

Dear Sir,

Sub: Observation Letter for draft composite scheme of arrangement amongst Creixent Special Steels Limited ( Transferor Company 1 ) and JSW Ispat Special Products Limited ( Transferor Company 2 ) and JSW Steel Limited ( Transferee Company ) and their respective shareholders and creditors under sections 230 to 232 of the Companies Act, 2013.

We are in receipt of draft composite scheme of arrangement amongst Creixent Special Steels Limited ( Transferor Company 1 ) and JSW Ispat Special Products Limited ( Transferor Company 2 ) and JSW Steel Limited ( Transferee Company ) and their respective shareholders and creditors under sections 230 to 232 of the Companies Act, 2013 vide application dated June 16, 2022.

Based on our letter reference no. NSE/LIST/31441 dated September 26, 2022, submitted to SEBI and pursuant to SEBI Master circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/665 dated November 23, 2021 and Regulation 94(2) of SEBI (LODR) Regulations 2015, SEBI vide its letter dated December 13, 2022 has inter alia given the following comment(s) on the draft scheme of arrangement:

a. Company shall ensure disclosure of all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the scheme.
b. Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchanges, from the date of receipt of this letter, is displayed on the websites of the listed Company and the Stock Exchanges.
c. The entities involved in the scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company.
d. Company shall ensure that information pertaining to all the unlisted Companies involved in the scheme, shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.
e. The Transferee Company shall ensure to disclose the details of complaints received along with response of the Company, as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the Company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act, 2013.
f. Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.

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Continuation Sheet

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g. Company shall ensure that the details of the proposed scheme under consideration as provided to the Stock Exchange shall be prominently disclosed in the notice sent to the shareholders.
h. Company shall ensure that the proposed equity shares to be issued in S mandatorily be in a demat form only.
i. S relevant clauses mentioned in the scheme document.
j. Company shall ensure that no changes to the draft scheme except those mandated by the regulators/authorities/ tribunals shall be made without specific written consent of SEBI.
k. Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.
l. Company to comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed Scheme.
m. It is to be noted that the petitions are filed by the Company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock Exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/ representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

December 14, 2022, within which the Scheme shall be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

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217

Continuation Sheet

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The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37(1) of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Charmi Dharod Senior Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL: https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

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Ref: NSE/LIST/31442

December 14, 2022

The Company Secretary JSW Steel Limited JSW Centre, Bandra Kurla Complex Bandra East, Mumbai - 400051.

Kind Attn.: Mr. Lancy Varghese

Dear Sir,

Based on our letter reference no. NSE/LIST/31442 dated September 26, 2022, submitted to SEBI and pursuant to SEBI Master circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/665 dated November 23, 2021 and Regulation 94(2) of SEBI (LODR) Regulations 2015, SEBI vide its letter dated December 13, 2022 has inter alia given the following comment(s) on the draft scheme of arrangement:

a. Company shall ensure disclosure of all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the scheme.
b. Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchanges, from the date of receipt of this letter, is displayed on the websites of the listed Company and the Stock Exchanges.
c. The entities involved in the scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company.
d. Company shall ensure that information pertaining to all the unlisted Companies involved in the scheme, shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.
e. The Transferee Company shall ensure to disclose the details of complaints received along with response of the Company, as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the Company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act, 2013.

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Continuation Sheet

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f. Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.
g. Company shall ensure that the details of the proposed scheme under consideration as provided to the Stock Exchange shall be prominently disclosed in the notice sent to the shareholders.
h. S shall mandatorily be in a demat form only.
i. S upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.
j. Company shall ensure that no changes to the draft scheme except those mandated by the regulators/authorities/ tribunals shall be made without specific written consent of SEBI.
k. Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.
l. Company to comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.
m. It is to be noted that the petitions are filed by the Company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock Exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/ representations.

Based on the draft scheme and other documents submitted by the Company, including undertaking so as to enable the Company to file the draft scheme with NCLT.

December 14, 2022, within which

the Scheme shall be submitted to NCLT.

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Continuation Sheet

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Yours faithfully,

For National Stock Exchange of India Limited

Charmi Dharod Senior Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL: https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

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Annexure - 20

BSE Limited Registered Office: Floor 25, P J Towers, Dalal Street, Mumbai – 400 001, India T : +91 22 2272 8045 / 8055 F : +91 22 2272 3457 www.bseindia.com Corporate Identity Number: L67120MH2005PLC155188

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DCS/COMP/TL/IP/010/22-23

January 09,2023

The Company Secretary Creixent Special Steels Ltd Qr No 50 51 Park Avenue Colony, Jindal Road, Dhimrapur Raigarh, Chattisgadh, 496001

Dear Sir/Madam,

Re: In principle approval for the proposed Composite Scheme of Arrangement amongst Creixent Special Steels Limited and JSW Ispat Special Products Limited and JSW Steel and their respective Shareholders and Creditors

We acknowledge receipt of your application dated December 29, 2022, seeking In-principle approval for the captioned Scheme of Arrangement is to be filled with NCLT under Section 230 to 232 of the Companies Act, 2013.

In this regard, the exchange is pleased to grant its in-principle approval under Regulation 59 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, subject to other Regulatory approvals, to the scheme of Arrangement pursuant to which the existing security description provided in Table A.

Table A:

The description of existing Debentures of Creixent Special Steels Ltd are as under

	Sr. No	ISIN	Scrip Code
	1	INE01F608017	958220

Exchange will give effect to the aforesaid modifications to the NCDs subject to Company fulfilling the following conditions:

Submission of letter/s issued by National Securities Depository Ltd. and/or Central Depositories Services (India) Ltd. confirming the proposed modifications in the structure/terms of the NCDs.
Certified true copy of the In-principle approval received from National Stock Exchange (if applicable).
Compliance with the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as on date.
Compliance with applicable provisions of the Companies Act, 2013 and other applicable laws
Compliance with change in the guidelines, regulations, directions of the Exchange or any statutory authorities, documentary requirements from time to time.

The Exchange reserves its right to withdraw its In-principle approval at any later stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for

BSE - CONFIDENTIAL

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any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/ Regulations issued by the statutory authorities etc.

This In-principle approval is valid for a period of 6 months from the date of issue of this letter.

Yours faithfully,

For BSE Limited

Sd/- Sd/Rupal Khandelwal Prasad Bhide Asst. Gen. Manager Senior Manager

BSE - CONFIDENTIAL

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Annexure - 21

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Annexure - 22

lSW lspat Special Products Limited

(formerly known as Monnet lspat s Energy Limited)

Registered & Corporate Office: JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai-400051 CIN: L02710MH1990PLC363582 BST: 27AAACM0501D2Z9

Phone: +91 22 4286 1000 E-mail: [email protected] Website: www.aionjsw.in

REPORT OF THE BOARD OF DIRECTORS OF JSW ISPAT SPECIAL PRODUCTS LIMITED ("COMPANY" OR "TRANSFEROR COMPANY 2") RECOMMENDING THE COMPOSITE SCHEME OF ARRANGEMENT AMONGST JSW STEEL LIMITED, CREIXENT SPECIAL STEELS LIMITED AND THE COMPANY AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

This report is considered and approved by the board of directors of the Company ("Board") at its meeting held on May 27, 2022 at the registered office of the Company at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai -400051 where the following directors of the Company were present:

Directors present:

Mr. Jyotin Mehta Chairman 2. Mrs. Anuradha Bajpai Director 3. Mr. Krishna Deshika Director 4. Mr. Nikhil Gahrotra Director Mr. Kaushik Subramaniam Director Mr. Naresh Kumar Lalwani Director

Leave of absence: granted to Mr. Thirukkoteeswaran Babu, Whole time Director of the Company.

In Attendance:

Mr. Ajay Kadhao - Company Secretary and Compliance Officer

Invitee(s):

Mr. J Nagarajan - Chief Financial Officer Mr. Mehul Parekh - Partner - Mis Deloitte Haskins and Sells LLP (Statutory Auditor) Mr. Neeraj Garg - Representative ofM/s. PwC Business Consulting Services LLP (Registered Valuer) Mr. Akshay Iyer - Representative of M/s. PwC Business Consulting Services LLP Mr. Aanosh Doctor - Representative of M/s. PwC Business Consulting Services LLP

Mr. Jyotin Mehta, Chairman of the Board, chaired the meeting.

Background
1.1. The proposed composite scheme of arrangement amongst JSW Steel Limited ("Transferee Company"), Creixent Special Steels Limited ("Transferor Company 1") and the Company and their respective shareholders and creditors ("Scheme") under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("the Act") read with the Companies (Compromises, Arrangements and Amalgamation·

Relgarh Works: Village 6 P.0 Nahmpali. Tehsil KharsIa. Raigarh-496 661 (Chhattisgarh) Phone: +91 7762 275 502/ 03/04: +91 7762 251 000/100 Fax: +91 7762 275 505. E-mail: [email protected] Raipur Works: Chandknuri Marg. Village Kurud, M,md1r Hasaud. Raipur-492101 (Chhattisgarhl Phone: •91 771 2471 334 to 339 Fax: •91 771 2471 250 E-mail: JswIspatro1pur@o1onJsw in

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Annexure - 23

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ftw

To, Manager - Listing Compliance, National Stock Exchange of India Limited Exchange Plaza, Plot No. C/ 1, G Block, Bandra - Kurla Complex, Bandra (E), Mumbai - 400 051 NSE Symbol: JSWSTEEL

Steel Limited _ISK'

Regd. Office : JSW Centre, Sandra Kurla Complex, Sandra (East). Mumbai - 400 051 CIN.: L27102MH1994PLC152925 Phone : +91 22 4286 1000 Fax : +91 22 4286 3000 Website : www.jsw.in

Sub: Application no. 31442 submitted on June 16, 2022 under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("Listing Regulations") for in principle approval of Composite Scheme of Arrangement under Sections 230 to 232 & other applicable sections of the Companies Act, 2013 amongst Creixent Special Steels Limited ("Transferor Company 1") and JSW Ispat Special Products Limited ("Transferor Company 2") And JSW Steel Limited ("Transferee Company" or "the Company") and their respective Shareholders and Creditors ("Scheme").

Re: Report on Complaints in terms of Para l(A)(6) of the SEBI Master Circular No. SEBI/HO/CFD/DIU/CIR/P/2021/0000000665 dated November 23, 2021 as amended from time to time ("SEBI Master Circular").

Respected Sir/ Ma'am,

This is in regards to the Scheme filed by the Company under Regulation 37 of the SEBI Listing Regulations with National Stock Exchange of India Limited ("NSE") on June 16, 2022.

With reference to our above application (NSE Application No. 31442), we hereby submit the 'Report on Complaints' as Annexure-I tp this letter, which contains the details of complaints/comments received by the Company on the Draft Scheme, as required under Para (6) (a) of Part I of SEBI Master Circular SEBI/HO/CFD/DIL1/CIR/P/ 2021/0000000665 dated November 23, 2021.

The Report on Complaints is also being uploaded on the website of the Company, as per the requirement of the aforementioned SEBI Circular.

We request you to take the above on record as compliance under the applicable provisions of the SEBI Listing Regulations and SEBI Circulars.

Thanking you,

Yours faithfully,

For JSW STEEL LIMITED

Laney Varghese Company Secretary

Date: August 10, 2022 Place: Mumbai

Encl: as above

Jmi>,U Part of 0. P. Jindal Group

255

flW

Annexure-1

Report on Complaints

Part A

	Part A
Sr. No. 1	Particulars Number of complaints received directly	Number Nil
2 3	Number of complaints forwarded by Stock Exchanges / SEBI Total Number of complaints/comments received (1+2) Number of complaints resolved	Nil
		Nil
4		Not Applicable
5	Number of complaints pending	Not Applicable

Part B

Sr. Name of complainant No.	Date of complaint	Status (Resolved/Pending)
1 Not Applicable

Jini>4L Part of 0. P. Jindal Group

256

257

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ANNEXURE E

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CIN: L27102MH1994PLC152925

REGISTERED OFFICE

JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 Tel. +91 22 4286 1000

AI assistant

JSW Steel Limited — Proxy Solicitation & Information Statement 2023

59085_rns_2023-02-10_217d4264-4d04-4608-ba33-14fce3e54faa.pdf

Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015- Extraordinary General Meeting of the Equity Shareholders of JSW Steel Limited (“Company”)

I N D E X

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT MUMBAI

COMPANY SCHEME APPLICATION (CSA) No. 8 OF 2023

AND

AND

AND

…TRANSFEREE COMPANY

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF JSW STEEL LIMITED

Registered Office:

NOTES FOR MEETING OF EQUITY SHAREHOLDERS OF THE COMPANY

General instructions for accessing and participating in the Meeting through VC Facility and voting through electronic means including Remote E-voting:

The Instuctions for e-voting are as under:

Login through Depository:

3. By visiting the e-Voting website of NSDL

3. By visiting the e-Voting website of CDSL

Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Members facing any technical issue – NSDL

Members facing any technical issue – CDSL

Procedure to login through demat accounts / Website of Depository Participant

Information and instructions for Insta Poll:

PROCEDURE FOR INSPECTION OF DOCUMENTS:

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

BENCH AT MUMBAI

COMPANY SCHEME APPLICATION (CSA) NO. 8 OF 2023

AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT AMONGST

BACKGROUND OF THE COMPANIES

b. Promoters and Promoter Group

Particulars of Transferor Company 2

b. Promoters and Promoter Group

Particulars of the Transferee Company

a. Directors

b. Promoters and Promoter Group:

a. Transferor Company 1

c. Transferee Company

RATIONALE AND BENEFIT OF THE AMALGAMATION AS PROPOSED IN THE SCHEME.

32. Relationship subsisting between Parties to the Scheme

i Directors:

ii. Employees:

iii. Creditors (other than Debenture holders and Bond holders):

iv. Debenture holders, Bond holders and Debenture Trustees:

44. Pending investigation proceedings

For JSW Steel Limited

Sajjan Jindal (Chairperson appointed for the Meeting)

Deloitte Haskins & Sells LLP

INDEPENDENT AUDITOR’S REPORT ON AUDIT OF ANNUAL STANDALONE FINANCIAL RESULTS AND REVIEW OF QUARTERLY FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF CREIXENT SPECIAL STEELS LIMITED

Opinion and Conclusion

(a) Opinion on Annual Standalone Financial Results

(b) Conclusion on Unaudited Standalone Financial Results for the quarter ended March 31,

2022

Basis for Opinion on the Audited Standalone Financial Result for the year ended March 31,2022

Management’s Responsibilities for the Statement

Auditor’s Responsibilities

(a) Audit of the Standalone Financial Results for the year ended March 31, 2022

(b) Review of the Standalone Financial Results for the quarter ended March 31, 2022

Other Matter

For DELOITTE HASKINS & SELLS LLP

Deloitte Haskins & Sells LLP

INDEPENDENT AUDITOR’S REPORT ON AUDIT OF ANNUAL CONSOLIDATED FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF CREXIENT SPECIAL STEELS LIMITED

Opinion

Basis for Opinion

Management’s Responsibilities for the Statement

(a) Auditor’s Responsibilities for the Audit of the Consolidated Financial Results

Other Matters

INDEPENDENT AUDITOR’S REPORT ON AUDIT OF ANNUAL STANDALONE FINANCIAL RESULTS AND REVIEW OF QUARTERLY FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF

JSW ISPAT SPECIAL PRODUCTS LIMITED (FORMERLY KNOWN AS MONNET ISPAT AND ENERGY LIMITED)

Opinion and Conclusion

(a) Opinion on Annual Standalone Financial Results

(b) Conclusion on Unaudited Standalone Financial Results for the quarter ended March 31, 2022

Basis for Opinion on the Audited Standalone Financial Results for the year ended March 31, 2022

Management’s Responsibilities for the Statement

Auditor’s Responsibilities

(a) Audit of the Standalone Financial Results for the year ended March 31, 2022

JSW Steel Limited Proxy Solicitation & Information Statement 2023