Tata Steel Long Products : Amalgamation/Merger

	September 22, 2022
The Secretary, Listing Department	The Manager, Listing Department
BSE Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers,	Exchange Plaza, 5th Floor, Plot C/1
Dalal Street,	G Block, Bandra Kurla Complex, Bandra East
Mumbai - 400 001, India	Mumbai - 400 051, India
Scrip Code: 513010	Scrip Code: TATASTLLP
Dear Madam, Sir(s),

Subject: Scheme of Amalgamation

The Board of Directors of the Company ("Board") at its meeting held earlier today, i.e., on September 22, 2022, inter-alia, transacted the following businesses:

1. Withdrawal of the Scheme of Amalgamation of Tata Metaliks Limited into and with Tata Steel Long Products Limited
   The Board considered and approved withdrawal of the Scheme of Amalgamation of Tata Metaliks Limited into and with Tata Steel Long Products Limited, owing to significant changes in underlying business conditions of both the companies resulting in dilution of the inherent benefits which were initially envisaged.
2. Intimation of the Scheme of Amalgamation of Tata Steel Long Products Limited
   ('Transferor Company' or 'Company') into and with its parent company, Tata Steel
   Limited ('Transferee Company') and their respective shareholders (hereinafter referred to as the 'Scheme').

In compliance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") issued by Securities and Exchange Board of India ("SEBI"), read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, the Board has considered and approved the aforesaid Scheme to be implemented under Sections 230 to 232 of the Companies Act, 2013 ("Companies Act") read with the applicable rules, Section 2(1B), read with other applicable provisions of the Income-tax Act, 1961 and other applicable laws including the SEBI Master Circular No. SEBI/HO/CFD/ DIL1/CIR/P/2021/0000000665 dated November 23, 2021, and SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, each as amended from time to time, (collectively "SEBI Circulars").

The Scheme was reviewed and recommended to the Board by the Committee of Independent Directors and the Audit Committee of the Company.

The Scheme is subject to the receipt of approval from (a) the requisite majority of the shareholders of the Transferor Company and Transferee Company; (b) Competent Authority (as defined in the Scheme); (c) SEBI; (d) the National Stock Exchange of India Limited and BSE Limited (hereinafter collectively referred to as "Stock Exchanges"); and (e) such other approvals, permissions and sanctions of regulatory and other statutory or governmental authorities / quasi-judicial authorities, as may be necessary as per applicable laws.

PO Joda Dist Keonjhar Odisha 758 034 India

Tel [phone] Fax 278129 Email [e-mail]

CIN L27102OR1982PLC001091

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The Scheme along with the related documents / certificates will be submitted to the Stock Exchanges, as per the provisions of Regulation 37 of the Listing Regulations read with the SEBI Circulars.

Pursuant to Regulation 30 of the Listing Regulations, details in respect of the Scheme are enclosed herewith as Annexure I.

This is for your information and records.

Thanking you.

Yours faithfully,

Tata Steel Long Products Limited

SANKAR BHATTACHARY A

Digitally signed by

SANKAR BHATTACHARYA Date: 2022.09.23 01:06:32 +05'30'

Sankar Bhattacharya

Company Secretary and Compliance Officer

Encl: As above

PO Joda Dist Keonjhar Odisha 758 034 India

Tel [phone] Fax 278129 Email [e-mail]

CIN L27102OR1982PLC001091

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Annexure I

Details of the Scheme of Amalgamation of Tata Steel Long Products Limited into and with Tata Steel Limited

SN

Particulars

Details

Tata Steel Limited ('Transferee Company'/'TSL') (CIN -

L27100MH1907PLC000260) is a public listed company and was

incorporated on August 26, 1907, under the Indian Companies Act,

1882 and is an existing company under the Companies Act. The

registered office of TSL is situated at Bombay House, 24, Homi

Mody Street, Fort, Mumbai 400001, Maharashtra.

Tata

Steel

Long

Products

Limited

('Transferor

Company/Company'/'TSLP')(CIN -L27102OR1982PLC001091) is

Name of the

a public listed company and was incorporated on July 31, 1982,

entity(ies) forming part

under the provisions of the Indian Companies Act, 1956, and is an

of the

existing company under the Companies Act. The registered office

1.

amalgamation/merger,

of TSLP is situated at P.O. - Joda, Keonjhar, Odisha - 758034.

and details in brief

The Transferor Company is the subsidiary of the Transferee

such as, size, turnover

Company.

etc.

As on March 31, 2022, net assets, and revenue (audited

standalone) of the Transferor Company and Transferee Company

are as hereunder:

(In ₹ crore)

SN

Name

Net Asset

Revenue from

Operations

1

TSL

1,25,433.76

1,29,021.35

2

TSLP

3,200.47

6,801.63

Yes. The transaction would fall within the purview of related party

transactions as defined under the Listing Regulations. The

Transferor Company is the listed subsidiary company of the

Transferee Company.

However, the transaction shall not attract the requirements of

Whether the

Section 188 of the Companies Act pursuant to the clarifications

provided

in

General

Circular

No.

30/2014 dated

transaction would fall

within related party

July 17, 2014, issued by the Ministry of Corporate Affairs.

2.

transactions? If yes,

The consideration for the Scheme will be discharged on an 'arm's

whether the same is

length' basis. The Share Exchange Ratio for the Scheme is based

done at "arm's length"

on the valuation reports dated September 22, 2022, issued by CA

Rashmi Shah, IBBI Reg no. IBBI/RV/06/2018/10240, Registered

Valuer and Deloitte Touche Tohmatsu India LLP, valuer. Further,

RBSA Capital Advisors LLP, (Reg No. INM0000011724), an

independent SEBI Registered Category 1 Merchant Banker has

provided

the

fairness

opinion vide its report dated

September 22, 2022 on the fairness of the aforesaid valuation.

PO Joda Dist Keonjhar Odisha 758 034 India

Tel [phone] Fax 278129 Email [e-mail]

CIN L27102OR1982PLC001091

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SN		Particulars			Details
				Transferee Companyis primarily engaged in the business of
				manufacturing steel and offers a broad range of steel products
				including a portfolio of high value-added downstream products
				such as hot rolled, cold rolled and coated steel, rebars, wire rods,
				tubes, and wires.	The Transferee Company also has a
				well-established distribution network.
3.		Area of business of
	the entity(ies);		Transferor Company	is primarily engaged in the business of
				production and marketing of sponge iron, which is a single end use
				(steel making) and a single grade product. It has also one of the
				largest specialty steel plants in India in the SBQ (special bar
				quality) segment with an annual capacity of 1 million ton per annum
				and the merchant DRI segments with a strong presence in the wire
				rod market.

	A. NEED FOR THE SCHEME
	The Transferee Company is one of the leading global steel
	companies, with over 100 (hundred) years of experience in the
	steel sector and is a pioneer of steel manufacturing in India.
	The Transferor Company, which is a subsidiary company of
	the Transferee Company, is engaged in the business of
	production and marketing of sponge iron, which is a single end
	use (steel making) and a single grade product. It has also one
	of the largest specialty steel plants in India in the SBQ (special
	bar quality) segment.
	The amalgamation will consolidate the Transferor Company
Rationale for	into and with the Transferee Company which will result in
focused growth, operational efficiencies, and enhance
4. amalgamation/ merger
business synergies. In addition, the resulting corporate holding
	structure will bring enhanced agility to business ecosystem of
	the merged entity.
	B. RATIONALE AND OBJECTIVE OF THE SCHEME
	The Transferor Company and Transferee Company believe
	that the resources of the merged entity can be pooled to unlock
	the opportunity for creating shareholder value.
	The Transferor Company and Transferee Company envisage
	being able to share best practices, cross-functional learnings,
	and utilize each other's facilities in a more efficient manner.
	Marketing and distribution network of both entities can be
	collaborated.

PO Joda Dist Keonjhar Odisha 758 034 India

Tel [phone] Fax 278129 Email [e-mail]

CIN L27102OR1982PLC001091

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SN	Particulars				Details
		C. SYNERGIES OF BUSINESS OF THE ENTITIES INVOLVED
		IN THE SCHEME
		The proposed scheme would result in the following synergies:
		a)	Operational		integration	and	better	facility
			utilisation: The	proposed	Scheme	will	provide	an
			opportunity for reduction of operational costs through better
			order loads through pooling of order, improved sales and
			production planning. Also, the amalgamation will foster
			maintaining uniform KPIs benchmarks including,
			consumption of coke, fuel and power, Fe-bearing material,
			etc. which will reduce overall cost of production and
			promote efficiencies. Further, culture of sharing of best
			practices, cross-functional learnings, will be fostered which
			will promote greater systemic efficiency.
		b) Improving	customer satisfaction, services, and
			achieving greater market presence in long products
			segment: Proposed amalgamation would integrate all long
			products businesses under a single umbrella fostering an
			integrated approach to market. Sales and distribution
			network will be pooled, facilitating in increase in market
			penetration. Culture of customer delight will be fostered by
			transitioning to 'one-face' to customers thereby making it
			easier to address customer needs by providing them
			uniform product and service experience, resolving
			customer complaints, ensuring on-time deliveries, and
			improved service quality. With common	credit
			management, customers are expected to benefit from the
			channel financing facility as well.
		c)	Centralized		procurement	and	inventory
			management: Inventory management	and	sourcing	of
			stores, spares, MRO, and services can be managed
			centrally which will increase scale of operations thereby
			improving negotiating power, reducing sourcing and
			inventory management cost.
		d) Efficiency	in working capital and cash flow
			management: Proposed	amalgamation	will	reduce
			inventory, improve vendor management, and better
			monitoring of age profile of creditors, thereby releasing
			working capital from the system. Further, efficiency in debt
			and cash management will improve substantially enabling
			the entities to have unfettered access to cash flow
			generated which can be deployed for growth and
			sustenance.

PO Joda Dist Keonjhar Odisha 758 034 India

Tel [phone] Fax 278129 Email [e-mail]

CIN L27102OR1982PLC001091

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