Date: 02nd September 2026

Board Meeting Outcomes

The Board of Directors at its meeting held on 02nd September 2026 (1:00 PM to 8:45 PM) approved the following matters:

1. Approved the draft Scheme of Arrangement between MSP Sponge Iron Limited (Demerged Company) and MSP Steel and Power Limited (Resulting Company) and their respective shareholders and creditors under sections 230 to 232 of the Companies Act, 2013.

2. Approved the Board's Report for the Financial Year 2025-26.

3. Approved the draft notice convening the 57th Annual General Meeting (AGM) scheduled for Wednesday, 30th September 2026 at 3:00 p.m. through video conferencing at the registered office (South City Business Park, 10th Floor, 770 Anandpur, E.M. Bypass, E.K.T, Kolkata, West Bengal, India, 700107).

4. On Audit Committee recommendation, approved the appointment of M/s. S K Agrawal and Co Chartered Accountants LLP (FRN: 306033E/ E300272) as Internal Auditor for FY 2026-2027.

5. On Audit Committee recommendation, approved the re-appointment of Mr. Sambhu Banerjee, Practicing Cost Accountant (Membership No. A9780; COP No-00092) as Cost Auditor for FY 2026-2027.

Scheme of Demerger Details (Annexure-I)

Entities Involved:

  • Demerged Company: MSP Sponge Iron Limited (CIN: U27102WB1999PLC114830, PAN: AACCM1932G)
  • Resulting Company: MSP Steel & Power Limited (CIN: L27109WB1968PLC027399, PAN: AACCA2756N)

Financial Details (as of 30 June 2026):

| Particulars | Net Worth (₹ crore) | Turnover (₹ crore) | Total Assets (₹ crore) |

| MSP Steel and Power Limited | 1049.49 | 829.07 | 1682.17 |

| Demerged Undertaking of MSP Sponge Iron Limited | 546.08 | 390.66 | 693.87 |

Related Party Transaction: Yes, but being done on an arm's length basis. Valuation jointly done by Finvox Analytics (IBBI/RV E/06/2020/120) and SSPA & Co., Chartered Accountants (IBBI/RV-E/06/2020/126). M/s. Fortress Capital Management Services Private Ltd issued a Fairness Opinion.

Business Areas:

  • Resulting Company (MSP Steel): Manufacturing and trading of iron and steel products and power generation (plant at Raigarh, Chhattisgarh)
  • Demerged Company (MSP Sponge): Manufacturing and sale of iron and steel, ferro alloys products and captive power generation (facilities at Keonjhar, Odisha and Raigarh, Chhattisgarh), plus investment business

Rationale for Demerger:

  • Combine similar manufacturing businesses under one entity for operational optimization
  • Achieve cost efficiencies through economies of scale
  • Enhance potential for increased revenues and profits with EPS accretion
  • Eliminate intra-group transactions and cash flow blockages
  • Enhance net worth to capitalize on future growth potential
  • Increase flexibility for both companies to undertake respective businesses
  • Shareholders of Demerged Company will get listed company shares

Demerged Division: The Manufacturing Business of MSP Sponge including all business, assets and liabilities pertaining to manufacturing and selling of iron, steel, ferro alloys and captive power.

Consideration: The Resulting Company will issue and allot shares to shareholders of Demerged Company (other than Resulting Company) in the ratio of 19 (nineteen) equity shares of ₹10 each fully paid up of the Resulting Company for every 1 (one) equity share of ₹10 each fully paid up of the Demerged Company. Fractional entitlements will be rounded down to nearest whole number.

Listing: The Resulting Company is already listed. New shares issued under the Scheme will be listed on BSE and NSE.

Shareholding Pattern Change:

| Particulars | Pre-Scheme Shares | Pre-Scheme % | Post-Scheme Shares | Post-Scheme % |

| Promoter & Promoter Group | 25,57,35,461 | 45.12 | 45,73,41,626 | 59.52 |

| Public Shareholders | 31,10,61,184 | 54.88 | 31,10,61,499 | 40.48 |

| Total | 56,67,96,645 | 100.00 | 76,84,03,125 | 100.00 |

Note: Post-scheme shareholding computed on fully diluted basis assuming conversion of 2,80,00,000 warrants (issued on 14 March 2026, partly paid up at ₹35 each, face value ₹10) which will be converted within 18 months from allotment date.

KMP / Board / Auditor Changes

Internal Auditor Appointment (Annexure-II):

  • Name: M/s. S K Agrawal and Co Chartered Accountants LLP
  • Effective Date: 02-09-2026
  • Terms: Appointment for FY 2026-27 at remuneration to be mutually decided
  • Profile: Mr. Sandeep Agrawal, Practicing Chartered Accountant (Membership No. 058553). Office: Suite No. 606-608, The Chambers, Kasba, Kolkata-700107. Email: info@skagrawal.co.in. Specializes in Audit, Accounting, Internal Audit and related services.

Cost Auditor Reappointment (Annexure-III):

  • Name: Mr. Sambhu Banerjee, Practicing Cost Accountant (Membership No. A9780; COP No-00092)
  • Effective Date: 02-09-2026
  • Terms: Reappointment for FY 2026-27 at remuneration to be mutually decided, subject to ratification by members at 57th AGM
  • Profile: Office Address: 16/2, Chaitra Mukherjee Para P. O Serampore – 712 204. Email: banerjee.sambhu@rediffmail.com. Specializes in Cost Accounting, Cost Audit and related services.

Other Operational / Legal / Strategic Disclosures

The Scheme is subject to regulatory and other approvals as may be required. The Board considered and approved the draft Scheme after considering recommendations of Audit Committee and Committee of Independent Directors.