TRF : Amalgamation/Merger

	T R F L I M I T E D
	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
Mumbai - 400 001, India	East Mumbai - 400 051, India
Scrip Code: 505854	Scrip Code: TRF

Dear Sir(s), Madam,

Subject: Scheme of Amalgamation and changes to the Board

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

1. Approved the scheme of amalgamation of TRF Limited ('Transferor Company' or 'Company') into and with, Tata Steel Limited ('Transferee Company') and their respective shareholders (hereinafter referred to as '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, we wish to inform you that the Board at its meeting held today i.e. September 22, 2022, inter alia, considered and approved the aforesaid Scheme to be implemented under Sections 230 to 232 of the Companies Act, 2013 ('Companies Act') read with the rules made thereunder, Section 2(1B) and 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 ('SEBI Circulars').

The Scheme has been reviewed and recommended to the Board of Directors of the Company 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) National Stock Exchange of India Limited and BSE Limited (hereinafter collectively referred to as 'Stock Exchanges') and

11 Station Road Burmamines Jamshedpur 831 007 INDIA

Tel [phone] FAX [phone] e mail: [e-mail] trf.co.in

CIN L74210JH1962PLC000700

T R F L I M I T E D

1. such other approvals, permissions and sanctions of regulatory and other statutory or governmental authorities / quasi-judicial authorities, as may be necessary as per applicable law.

The Scheme along with 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, wherever applicable.

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

2. Changes to the Board and Key Managerial Personnel Resignation of Managing Director

Mr. Alok Krishna (DIN: 08066195), Managing Director of the Company has expressed his intention to step down from the services of the Company from the close of business hours of September 30, 2022, to take up a similar opportunity within the Tata Steel Group. The Board today took note of the said resignation. Accordingly, Mr. Krishna will cease to be the Managing Director and Key Managerial Personnel of the Company from the close of business hours of September 30, 2022.

Appointment of Additional Director, Managing Director and Key Managerial Personnel

Consequent to the resignation of Mr. Alok Krishna, as mentioned above, and based on the recommendation of the Nomination and Remuneration Committee, the Board considered and approved the:

1. appointment of Mr. Umesh Kumar Singh (DIN:08708676) as an Additional Director of the Company, effective October 1, 2022; and
2. appointment of Mr. Umesh Kumar Singh as the Managing Director (subject to approval of shareholders) and Key Managerial Personnel effective October 1, 2022.

There is no inter-se relations between Mr. Umesh Kumar Singh and the other Members of the Board.

Further pursuant to the BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018 and NSE Circular No. NSE/CML/2018/24 dated June 20, 2018, Mr. Singh is not restrained or debarred from holding office of Director pursuant to any Order of the Securities and Exchange Board of India or any other such authority.

11 Station Road Burmamines Jamshedpur 831 007 INDIA

Tel [phone] FAX [phone] e mail: [e-mail] trf.co.in

CIN L74210JH1962PLC000700

T R F L I M I T E D

The details in respect of the above change in the Managing Director and KMP is enclosed herewith as Annexure II.

This is for your information and records.

Thanking you.

Yours faithfully,

TRF Limited

PRASUN BANERJEE

Digitally signed by

PRASUN BANERJEE Date: 2022.09.23 00:56:45 +05'30'

Prasun Banerjee

Company Secretary & Compliance Officer

Encl: As above.

11 Station Road Burmamines Jamshedpur 831 007 INDIA

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CIN L74210JH1962PLC000700

T R F L I M I T E D

Annexure I

Details of the Scheme of Amalgamation of TRF Limited into and with Tata Steel Limited

S.

Particulars

Details

No.

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.

TRF

Limited

('Transferor

Company'/'Company'/'TRF')

(CIN-L74210JH1962PLC000700) is a public listed company, and

Name of the entity(ies)

was incorporated on November 20, 1962, under the provisions of

forming

part

of

the

the Indian Companies Act, 1956, and is an existing company under

1.

amalgamation/merger,

the Companies Act. The registered office of TRF is situated at 11,

details in brief such as,

Station Road, Burmamines, Jamshedpur, Jharkhand -831007.

size, turnover etc.

TRF is a listed associate of the Transferee Company.

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

standalone) of the Transferor Company and the 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.

TRF

(289.52)

127.14

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

party transactions as defined under the Listing Regulations. TRF is

Whether

the

a listed associate of the Transferee Company.

transaction would

fall

2.

within

related party

However, the transaction

shall

not

attract

the requirements of

transactions?

If

yes,

Section 188 of the Companies Act pursuant to the clarifications

whether

the

same is

provided

in

General

Circular

No.

30/2014 dated

done at "arm's length"

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

11 Station Road Burmamines Jamshedpur

831 007 INDIA

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CIN L74210JH1962PLC000700

						T R F L I M I T E D
	S.		Particulars			Details
	No.
						The consideration for the Scheme will be discharged on an 'arm's
						length' basis. The Share Exchange Ratio for the Scheme is based
						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 and RBSA
						Capital Advisors LLP (Reg no. INM000011724), 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.
						The Transferee Company is 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,
3.		Area of business of the		and wires. The Transferee Company also has a well-established
	entity(ies);		distribution network.
						TRF is primarily engaged in the business of undertaking turnkey
						projects of material handling for the infrastructure sector and also in
						production of such material handling equipment.
						1. 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 Company, which is an associate of the Transferee Company,
						is engaged in the business of undertaking turnkey projects of
4.		Rationale for		material handling for the infrastructure sector and also in production
	amalgamation/ merger	of such material handling equipment. The amalgamation will
						consolidate the business of the Company into and with the
						Transferee Company which will result in focused growth,
						operational efficiencies and business synergies. In addition, the
						resulting corporate holding structure will bring enhanced agility to
						the business ecosystem of the merged entity.
					11 Station Road Burmamines Jamshedpur 831 007 INDIA
			Tel [phone] FAX [phone] e mail: [e-mail] trf.co.in
						CIN L74210JH1962PLC000700