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TATA TSBSL/COSEC/SE19

February 14, 2019

The Secretary Listing Department BSE Limited, Phiroze Jee Jee Bhoy Towers, Dalai Street, Mumbai — 400001 Maharashtra, India Scrip code: 500055

The Secretary Listing Department National Stock Exchange of India Limited, "Exchange Plaza", 5th Floor, Plot No. C/1, G-Block, Bandra — Kuria Complex, Bandra (E), Mumbai-400051, Maharashtra, India Scrip code: TATASTLBSL

Dear Madam, Sirs,

Sub: Approval of the Board of Directors of Tata Steel BSL Limited ("Company") to: 1) Shift the Registered Office of the Company to another State 2) Amend the Articles of Association of the Company 3) Convene an Extraordinary General Meeting of the Company

This is to inform you that the Board of Directors of the Company ("Board"), on February 13, 2019 approved the following:

1. Shifting of the Registered Office of the Company from the National Capital Territory of Delhi (NCT) to the State of Maharashtra and consequential amendment in the Registered Office Clause of the Memorandum of Association of the Company, subject to approval of shareholders of the Company and the Central Government;

2. Amendment in the Articles of Association of the Company by way of insertion of a new Clause 1A titled "Use of the name TATA", subject to approval of the shareholders of the Company;

3. Convening of an Extraordinary General Meeting ("EGM") of the shareholders of the Company on Monday, March 11, 2019 at 11:00 a.m. (1ST) at Lakshmipat Singhania Auditorium, PHD Chamber of Commerce and Industry, PHD House, 4/2 Siri Institutional Area, August Kranti Marg, New Delhi-110016, to transact the following businesses:

i. Increase in the Authorized Share Capital of the Company and consequential amendment of Capital Clause in the Memorandum of Association of the Company;

TATA STEEL BSL LIMITED (Formerly Bhushan Steel Limited)

Regd. Office: Ground Floor Mira Corporate Suites Plot No. 1 & 2 Ishwar Nagar Mathura Road New Delhi 110065 Tel: +91 11 3g194000 Fax: +91 11 41010050

Email: [email protected] Website: www.tatasteelbsl.co.in CIN No.: L74899DL1983PLC014942

TATA

ii. Issue, offer and allot 11.09% Non-Convertible Redeemable Preference Shares to Tata Steel Limited, on private placement basis;

iii. Issue, offer and allot 8.89% Optionally Convertible Redeemable Preference Shares to Tata Steel Limited, on private placement basis;

iv. Shifting of the Registered Office of the Company from the National Capital Territory of Delhi (NCT) to the State of Maharashtra;

v. Inclusion of a new Article in the Articles of Association of the Company;

vi. Approval of Material Related Party Transactions with T S Global Procurement Company Pte. Ltd.

The notice convening the aforesaid EGM is enclosed herewith. The said notice is also available on the Company's website www.tatasteelbsl.co.in.

This intimation is issued in terms of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Thanking You.

Yours Faithfully For Tata Steel BSL Limited (formerly Bhushan Steel Limited)

(0.P. DAVRA) COMPANY SECRETARY & COMPLIANCE OFFICER

Encl: As above

TATA STEEL BSL LIMITED (Formerly Bhushan Steel Limited)

Regd. Office: Ground Floor Mira Corporate Suites Plot No. 1 & 2 Ishwar Nagar Mathura Road New Delhi 110065 Tel: +91 11 39194000 Fax: +91 11 41010050

Email: [email protected] Website: www.tatasteelbsl.co.in CIN No.: L74899DL1983PLC014942

CO TATA STEEL BSL TATA

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE is hereby given that an Extraordinary General Meeting (“EGM”) of the Members of Tata Steel BSL Limited (hereinafter referred to as “Company”) will be held on Monday, March 11, 2019 at 11:00 a.m. (IST) at Lakshmipat Singhania Auditorium, PHD Chamber of Commerce and Industry, PHD House, 4/2, Siri Institutional Area, August Kranti Marg, New Delhi-110016, to transact the following business:

Special Business

Item No.1

Increase in the Authorized Share Capital of the Company and consequential amendment of the Capital Clause in the Memorandum of Association of the Company.

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 13, 61 and other applicable provisions, if any, of the Companies Act, 2013, read with rules made thereunder, (including any amendment(s), modification(s) or re-enactment(s) thereof, for the time being in force), and subject to the provisions of the Articles of Association of the Company, consent of the Members be and is hereby accorded to increase the Authorized Share Capital of the Company from existing `9520,00,00,000 (Rupees Nine Thousand Five Hundred and Twenty crore only) divided into 4650,00,00,000 (Four Thousand Six Hundred and Fifty crore) Equity Shares of ̀ 2 each and 2,20,00,000 (Two crore Twenty lakh) Preference Shares of `100 each, to `33520,00,00,000 (Rupees Thirty-three Thousand Five Hundred and Twenty crore), comprising:

i. `9300,00,00,000 (Rupees Nine Thousand Three Hundred crore) equity share capital divided into 4650,00,00,000 (Four Thousand Six Hundred and Fifty crore) Equity Shares of `2 each; and

ii. `24220,00,00,000 (Rupees Twenty-four Thousand Two Hundred and Twenty crore) preference share capital divided into:

a. 2,20,00,000 (Two crore Twenty lakh) Preference Shares of `100 each; and

b. 2400,00,00,000 (Two Thousand Four Hundred crore) Preference Shares of `10 each.

Consequently, the Memorandum of Association of the Company be and is hereby altered by substituting the existing Capital Clause (Clause V) with the following:

V. The authorized share capital of the Company is `33520,00,00,000 (Rupees Thirty-three Thousand Five Hundred and Twenty crore) divided into 4650,00,00,000 (Four Thousand Six Hundred and Fifty crore) Equity Shares of `2 each and 2,20,00,000 (Two crore Twenty lakh) Preference

Shares of `100 each and 2400,00,00,000 (Two Thousand Four Hundred crore) Preference Shares of ̀ 10 each with the rights, privileges, and conditions attached thereto as are provided by the Articles of Association of the Company for the time being, provided that, the Company shall always have the power to issue shares at a premium and redeemable preference shares, to increase or to reduce its capital and to divide the shares in the capital for the time being, into several classes and attach thereto respectively such preferential qualified or special rights, privileges or conditions as may be permissible by law and as may be determined by or in accordance with the Articles of Association of the Company for the time being in force and to vary, modify or abrogate any such rights, privileges, or conditions in such manner as may be permitted by law and/or as may be provided in the Articles of Association of the Company for the time being in force.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall deem to include any of its duly constituted Committee) or any officer/ executive/representative and/or any other person so authorized by the Board, be and is hereby authorized severally, on behalf of the Company, to do all such acts, deeds and things, to execute all such documents, instruments and writings as may be required to give effect to this resolution, including to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the Members of the Company but not limited to settle any questions or resolve difficulties that may arise in this regard.”

Item No. 2

Issue, offer and allot 11.09% Non-Convertible Redeemable Preference Shares to Tata Steel Limited, on private placement basis.


“RESOLVED THAT pursuant to the provisions of Sections 23, 42, 55 and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Share Capital and Debentures) Rules, 2014, Companies (Prospectus and Allotment of Securities) Rules, 2014, (including any amendment(s), modification(s) or re-enactment(s) thereof), for the time being in force, and the provisions of the Memorandum and Articles of Association of the Company and such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed in granting of such approvals, permissions and sanctions by any of the authorities, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which expression includes any Committee constituted by the Board to exercise its powers, including powers conferred by

Tata Steel BSL Limited(Formerly known as Bhushan Steel Limited)

Regd. Office: Ground Floor, Mira Corporate Suites, Plot No. 1&2, Ishwar Nagar, Mathura Road, New Delhi- 110065 Corporate Identification No. (CIN) : L74899DL1983PLC014942

Tel: +91-11-3919 4000; Fax: +91-11-4101 0050; E-mail: [email protected]; Website: www.tatasteelbsl.co.in

TATA STEEL BSL

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this resolution) to create, offer, issue and allot, in one or more tranches, Non-Convertible Redeemable Preference Shares of face value of `10 each (“NCRPS”), for an amount not exceeding `12,000 crore (Rupees Twelve Thousand crore) to Tata Steel Limited, on a private placement basis, proposed to be primarily utilized towards prepayment/repayment of whole or a part of the existing indebtedness of the Company and/or for general corporate purposes as may be determined by the Board, on such terms and conditions as set out in the Statement annexed to the Notice convening this meeting.

RESOLVED FURTHER THAT in accordance with the provisions of Section 55 and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Share Capital and Debentures) Rules, 2014, including any amendment(s), modification(s) or re-enactment(s) thereof, the particulars in respect of the offer are as under:

1. NCRPS shall carry a preferential right vis-à-vis equity shares of the Company with respect to payment of dividend and repayment of capital;

2. NCRPS shall be non-participating in the surplus funds;

3. NCRPS shall be non-participating in surplus assets and profits which may remain after the entire capital has been repaid, on winding up of the Company;

4. Holders of NCRPS shall be paid dividend on a non-cumulative basis;

5. NCRPS shall not be convertible into equity shares;

6. NCRPS shall carry voting rights as per the provisions of Section 47(2) of the Companies Act, 2013, as amended;

7. NCRPS shall be redeemable at par upon maturity or redeemed early at the option of the Company at 3 monthly intervals from the date of allotment; and

8. NCRPS will carry a coupon rate of 11.09% p.a.

RESOLVED FURTHER THAT the Board or any officer/executive/representative and/or any other person so authorized by the Board, be and is hereby authorized severally, on behalf of the Company, to do all such acts, deeds and things and take all such steps and actions, execute all such deeds, documents and writings and also give such directions and delegations, as it may in its absolute discretion deem fit, including paying such fees and incurring such expenses in relation thereto and file documents, forms, etc. as required with the regulatory/statutory authorities and authorize the officers of the Company for the aforesaid purpose, as deemed fit and to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the Members of the Company.”

Item No. 3

Issue, offer and allot 8.89% Optionally Convertible Redeemable Preference Shares to Tata Steel Limited, on private placement basis


“RESOLVED THAT pursuant to the provisions of Sections 23, 42, 55 and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Share Capital and Debentures) Rules, 2014, the Companies (Prospectus and Allotment of Securities) Rules, 2014, (including any amendment(s), modification(s) or re-enactment(s)

thereof), for the time being in force, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations, 2018 (the “SEBI ICDR Regulations”) and the provisions of the Memorandum and Articles of Association of the Company and such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed in granting of such approvals, permissions and sanctions by any of the authorities, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which expression includes any Committee constituted by the Board to exercise its powers, including powers conferred by this resolution) to create, offer, issue and allot, in one or more tranches, 8.89% Optionally Convertible Redeemable Preference Shares of face value of `10 each (“OCRPS”), for an amount not exceeding `12,000 crore (Rupees Twelve Thousand crore) to Tata Steel Limited, on a private placement basis, the proceeds of which will be primarily utilized towards prepayment/repayment of the whole or a part of the existing indebtedness of the Company and/or for general corporate purposes as may be determined by the Board, on such terms and conditions as set out in the Statement annexed to the Notice convening this meeting.

RESOLVED FURTHER THAT in accordance with the provisions of Section 55 and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Share Capital and Debentures) Rules, 2014, including any amendment(s), statutory modification(s) or re-enactment(s) thereof, the particulars in respect of the offer are as under:

1. OCRPS shall carry a preferential right vis-à-vis equity shares of the Company with respect to payment of dividend and repayment of capital;

2. OCRPS shall be non-participating in the surplus funds;

3. OCRPS shall be non-participating in surplus assets and profits which may remain after the entire capital has been repaid, on winding up of the Company

4. Holders of OCRPS shall be paid dividend on a non-cumulative basis;

5. OCRPS shall be convertible into equity shares at the option of Tata Steel Limited within a period of 18 months from the date of allotment at a price determined on the relevant date i.e. February 8, 2019;

6. OCRPS shall carry voting rights as per the provisions of Section 47(2) of the Companies Act, 2013, as amended;

7. OCRPS shall be redeemable at par upon maturity or redeemed early at the option of the Company after 18 months, at 3 monthly intervals from the date of allotment; and

8. OCRPS will carry a coupon rate of 8.89% p.a.

RESOLVED FURTHER THAT the Board or any officer/executive/representative and/or any other person so authorized by the Board, be and is hereby authorized severally, on behalf of the Company, to do all such acts, deeds and things and take all such steps and actions, execute all such deeds, documents and writings and also give such directions and delegations, as it may in its absolute discretion deem fit, including paying such fees and incurring such expenses in relation thereto and file documents, forms, etc. as

CO TATA

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required with the regulatory/ statutory authorities and authorize the officers of the Company for the aforesaid purpose, as deemed fit and to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the Members of the Company.”

Item No. 4

Shifting of the Registered Office of the Company from the National Capital Territory (NCT) of Delhi to the State of Maharashtra.


“RESOLVED THAT pursuant to the provisions of Sections 12, 13 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) read with Rule 30 of the Companies (Incorporation) Rules, 2014 (including any amendment(s), modification(s), or re-enactment(s) thereof for the time being in force) and subject to the approval of the Central Government (power delegated to Regional Director) and/or any other authority(ies) as may be prescribed from time to time and subject to such other approvals, permissions and sanctions, as may be required under the provisions of the said Act or under any other law for the time being in force, consent of the Members of the Company be and is hereby accorded for shifting the Registered Office of the Company from the National Capital Territory (NCT) of Delhi to the State of Maharashtra within the jurisdiction of the Registrar of Companies at Mumbai.

RESOLVED FURTHER THAT the Registered Office Clause (Clause II) of the Memorandum of Association of the Company be substituted with the following clause:

II. The Registered Office of the Company will be situated in the State of Maharashtra.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall deem to include any of its duly constituted Committee) or any officer/executive/representative and/or any other person so authorized by the Board, be and is hereby authorized severally, on behalf of the Company to make any modifications, changes, variations, alterations or revisions stipulated by any authority, while according approval, consent as may be considered necessary and to appoint counsels/consultants and advisors and to file applications/petitions, issue notices, advertisements, obtain orders for shifting of Registered Office from the authorities concerned and to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary and to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the Members of the Company.”

Item No. 5

Insertion of a new Article in the Articles of Association of the Company.


“RESOLVED THAT pursuant to the provisions of Sections 13, 14 and other applicable provisions, if any, of the Companies Act, 2013, read with the Rules made thereunder, (including any amendment(s), modification(s) or re-enactment(s) thereof), for the time being in force, and subject to the provisions of the Articles of Association of the Company, consent of the Members be and is hereby accorded to

insert the following Article as Article 1A in the Articles of Association of the Company:

“Article 1A - USE OF THE NAME “TATA”

The Company acknowledges that the right to use the word “TATA” in its corporate name has been granted by Tata Sons Private Limited which is the owner of the business name and brand “TATA”. Consequently, all goodwill accruing thereto will enure to the benefit of Tata Sons Private Limited.

The word “TATA” in the corporate name of the Company shall be used only so long as the permission of Tata Sons Private Limited subsists.”

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall deem to include any of its duly constituted Committee) or any officer/executive/representative and/or any other person so authorized by the Board, be and is hereby authorized severally, on behalf of the Company to take all such steps and actions for the purpose of filing the necessary applications, documents, forms and returns as may be required in relation to the aforesaid amendment to the Articles of Association and to do all such acts and deeds, matters and things as may be deemed necessary to give effect to this resolution.”

Item No. 6

Approval of Material Related Party Transaction(s) with T S Global Procurement Company Pte. Ltd.

To consider and if thought fit to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the Company’s policy on Related Party transaction(s), consent of the Members of the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as “Board”), to enter into contract(s)/arrangement(s)/transaction(s) to purchase raw materials, rolls, process consumables, IT related procurements and receive related procurement services from T S Global Procurement Company Pte. Ltd., Singapore, a “Related Party” in terms of Regulation 2(1)(zb) of the Listing Regulations, as per the contract(s)/ arrangement(s) (as detailed in the Statement annexed to the Notice) in the ordinary course of business and also at arm’s length for a sum not exceeding ̀ 7,500 crore (Rupees Seven Thousand Five Hundred crore) for the financial year 2019-20.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do and perform all such acts, deeds, matters and things, as may be necessary, including finalizing the terms and conditions, methods and modes in respect thereof and finalizing and executing necessary documents, including contracts, schemes, agreements and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental authorities in this regard and deal with any matters, take necessary steps as the Board may in its absolute discretion deem necessary, desirable or expedient to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

TATA STEEL BSL

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RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred, to any Director(s) or Chief Financial Officer, Company Secretary or any other Officer(s)/Authorized Representative(s) of the Company, to do all such acts and take such steps as may be considered necessary or expedient to give effect to the aforesaid resolution(s)”.

Notes:

1) The Statement, pursuant to Section 102 of the Companies Act, 2013 (“the Act”), with respect to the business under Item Nos. 1 to 6 forms part of this Notice.

2) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE EXTRAORDINARY GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE AT THE MEETING ON HIS/HER BEHALF. SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.

Members are requested to note that a person can act as a proxy on behalf of Members not exceeding 50 in number and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.

Proxies, in order to be effective, must be received at the Registered Office of the Company at Ground Floor, Mira Corporate Suites, Plot No. 1&2, Ishwar Nagar, Mathura Road, New Delhi- 110065, not less than 48 hours prior to the commencement of the Extraordinary General Meeting (“Meeting”). A Proxy Form is being sent along with this Notice. Proxies submitted on behalf of limited companies, societies, etc. must be supported by an appropriate resolution or authority as applicable.

3) Corporate Members intending to send their authorized representatives to attend the Meeting are requested to send a certified copy of the Board Resolution to the Company, authorizing their representative to attend and vote on their behalf at the Meeting.

4) In case of joint holders attending the Meeting, only such joint holders who are higher in the order of the names will be entitled to vote.

5) Members/Proxies/Authorized Representatives are requested to bring the duly filled Attendance Slip enclosed herewith to attend the Meeting.

6) Section 20 of the Act permits service of documents on Members by a company through electronic mode. Hence, in accordance with the Act read with the rules framed thereunder, the Notice of this Meeting is being sent through electronic mode to those Members whose e-mail addresses are registered with the Company/Depository Participant unless any Member has requested for a physical copy of the Notice. For Members who have not registered their e-mail addresses, physical copies of the said Notice are being sent by the permitted mode. Members may note that the said Notice will also be available on the Company’s website i.e. www.tatasteelbsl.co.in

(7) Route map of the venue of the Meeting forms part of this Notice.

Voting by Members:

I. In compliance with Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, each as amended from time to time and the Secretarial Standard on General Meetings (“SS-2”) issued by The Institute of Company Secretaries of India, the Company is pleased to provide to its Members the facility to cast their votes electronically, through e-voting services provided by National Securities Depository Limited (“NSDL”), on resolutions set forth in this Notice. The Members may cast their votes using an electronic voting system from a place other than the venue of the Meeting (“remote e-voting”) and the services will be provided by NSDL. Instructions for remote e-voting (including process and manner of e-voting) are given below. The Resolutions passed by remote e-voting are deemed to have been passed as if they have been passed at the Meeting. The Notice of the Meeting indicating the instructions of remote e-voting process along with printed attendance slip and proxy form can be downloaded from the NSDL’s website (www.evoting.nsdl.com or the Company’s website(www.tatasteelbsl.co.in)

II. The Board of Directors has appointed Mr. P. N. Parikh (Membership No. FCS 327, CP No. 1228) or failing him Mr. Mitesh Dhabliwala (Membership No. FCS 8331, CP No. 9511) of M/s. Parikh & Associates, Practising Company Secretaries, as the Scrutinizer to scrutinize the remote e-voting process as well as voting at the Meeting in a fair and transparent manner.

III. The facility for voting through electronic voting system or ballot paper shall be made available at the Meeting and the Members (including proxies) attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right to vote at the Extraordinary General Meeting.

IV. The Members who have cast their vote by remote e-voting prior to the Meeting may also attend the Meeting but shall not be entitled to cast their vote again.

V. Members can opt for only one mode of voting, i.e. either by remote e-voting or voting at the Meeting. In case Members cast their vote through both the modes, voting done by remote e-voting shall prevail and votes cast at the Meeting shall be treated as invalid.

VI. The instructions for e-voting are as under:

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1 : Log-in to NSDL e-Voting system at https://www.evoting. nsdl.com/

Step 2 : Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below:

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile.

CO TATA

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2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under the ‘Shareholders’ section.

3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical

Your User ID is:

a) For Members who hold shares in demat account with NSDL.

8 Character DP ID followed by 8 Digit Client ID

For example if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12******.

b) For Members who hold shares in demat account with CDSL.

16 Digit Beneficiary ID

For example if your Beneficiary ID is 12************** then your user ID is 12**************

c) For Members holding shares in Physical Form.

EVEN Number followed by Folio Number registered with the Company

For example if folio number is 001*** and EVEN is 110402 then user ID is 110402001***

5. Your password details are given below:

a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

c) How to retrieve your ‘initial password’?

(i) If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

(ii) If your email ID is not registered, your ‘initial password’ is communicated to you on your postal address.

6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) Click on “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address.

7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

8. Now, you will have to click on “Login” button.

9. After you click on the “Login” button, Home page of e-Voting will open.

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.

2. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

3. Select “EVEN” of Company i.e. 110402 to cast your vote.

4. Now you are ready for e-Voting as the Voting page opens.

5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

6. Upon confirmation, the message “Vote cast successfully” will be displayed.

7. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/ Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. 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

TATA STEEL BSL

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www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at [email protected]

VII. Other Instructions:

a. The remote e-voting period commences on Thursday, March 7, 2019 (9:00 a.m. IST) and ends on, Sunday, March 10, 2019 (5:00 p.m. IST). During this period, Members of the Company holding shares either in physical form or in dematerialized form, as on Monday, March 4, 2019 (“the Cut-Off date”), may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently or cast the vote again.

b. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

c. The voting rights of Members shall be in proportion to their share(s) of the paid-up equity share capital of the Company as on the Cut-Off date and as per the Register of Members of the Company. Please note, only a person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-Off date only shall be entitled to avail the facility of remote e-voting either through remote e-voting or voting at the Meeting through e-voting or ballot paper.

d. Any person, who acquires shares of the Company and becomes a Member of the Company after dispatch of the Notice of EGM and holding shares as on Cut-Off date, may obtain the login ID and password by sending a request at [email protected]. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you have forgotten your password, you can reset your password by using ‘Forgot User Details/ Password?’ or ‘Physical User Reset Password’ option available on www.evoting.nsdl.com or contact NSDL at the following Toll Free No. 1800-222-990 or email at [email protected].

e. At the Meeting, at the end of the discussion of the resolutions on which voting is to be held, the Chairman shall, with the assistance of the Scrutinizer, allow voting for all those Members who are present but have not cast their vote electronically using the remote e-voting facility.

f. All documents referred to in the accompanying Notice and the Statement shall be open for inspection at the Registered Office of the Company during normal business hours (9:00 a.m. to 5:00 p.m.) on all working days, and including the date of the EGM of the Company.

g. In case of any queries, you may refer the FAQs for shareholders and e-voting user manual for Shareholders available at the ‘downloads’ section of NSDL’s e-voting

website: www.evoting.nsdl.com. You can also send your queries/ grievances relating to e-voting at:

Name and Designation: Ms. Pallavi Mhatre, Asst. Manager

Address: Trade World, A Wing, 4th & 5th Floors, Kamala Mills Compound, Lower Parel, Mumbai – 400013. E-mail Id and Phone Number(s): [email protected]; 022-24994738; Toll free no: 1800222990

VIII. Declaration of Results on the Resolutions:

a. The Scrutinizer shall immediately, after the conclusion of voting at the Meeting, count the votes cast at the Meeting, and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make, not later than 48 hours of conclusion of the Meeting, a consolidated Scrutinizer’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.

b. The Chairman or a person authorized by him in writing shall declare the result of the voting forthwith.

c. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website (www.tatasteelbsl.co.in) and on the website of NSDL (www.evoting.nsdl.com) immediately after the result is declared by the Chairman or any other person authorized by the Chairman, and the same shall be communicated to BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”), where the shares of the Company are listed. The results shall also be displayed on the notice board at the Registered Office of the Company.

By Order of the Board of Directors

Sd/-O.P.Davra

Vice President (Corporate Affairs) &Company Secretary

(FCS: 3036)

New Delhi February 13, 2019

Registered Office:Ground Floor, Mira Corporate Suites, Plot No. 1&2, Ishwar Nagar, Mathura Road, New Delhi- 110065 Tel: +91- 11-39194000 Fax: +91- 11-41010050 CIN: L74899DL1983PLC014942 Website: www.tatasteelbsl.co.in Email:[email protected]

CO TATA

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STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (the “Act”)

The following Statement sets out all material facts relating to Items Nos. 1 to 6 in the accompanying Notice.

1. Background for Item Nos. 1 to 3

1.1. Acquisition of the Company under the Insolvency and Bankruptcy Code, 2016

In accordance with the applicable provisions of the Insolvency and Bankruptcy Code 2016 (“IBC”), the Corporate Insolvency Resolution Process (“CIRP Process”) of the Company was initiated by the financial creditors of the Company. The financial creditors’ petition to initiate the CIRP Process was admitted by the National Company Law Tribunal (“NCLT”) on July 26, 2017. Mr. VijayKumar V. Iyer was appointed as the Interim Resolution Professional (“IRP”) to manage the affairs of the Company. Subsequently, Mr. Iyer was confirmed as the Resolution Professional (“RP”) by the committee of creditors (“CoC”). On appointment of the IRP/RP, the powers of the Board of Directors of the Company were suspended. The RP invited expressions of interest and submission of a resolution plan in accordance with the provisions of the IBC. Of the various resolution plans submitted, the CoC approved the resolution plan submitted by Tata Steel Limited (“Tata Steel”). The RP submitted the CoC approved resolution plan to the NCLT on March 23, 2018 for its approval and the NCLT approved the resolution plan submitted by Tata Steel and approved by the CoC, on May 15, 2018. Pursuant to the NCLT order, Bamnipal Steel Limited (“BNPL”), a wholly-owned subsidiary of Tata Steel, acquired 72.65% equity stake in the Company, on May 18, 2018. In terms of the approved resolution plan, the financial creditors of the Company received a total consideration of `35,200 crore (Rupees Thirty-Five Thousand Two Hundred crore) towards settlement of the then existing financial debt of the Company, of which `100 crore has been paid by BNPL to the financial creditors of the Company, as consideration for novation of remaining financial debt of the Company. An additional amount of `1,200 crore is being paid towards settlement of the debts claimed by the Company’s operational creditors. The investment by BNPL in the Company, was made through a combination of equity of `158.89 crore and inter-corporate loans of `34,973.69 crore.

1.2. Company’s performance post acquisition

Post the acquisition of the Company, a new Board was constituted on May 18, 2018 and a new management was put in place to implement the approved resolution plan. As per the latest audited financial results of the Company for the nine months ended December 31, 2018, the Company’s revenues stood at `15,374 crore as compared to `12,908 crore in the corresponding nine months of the previous financial year. Profit after tax for the nine months ended December 31, 2018 was `1,925 crore as compared to a loss of `3,560 crore in the corresponding nine months of the previous financial year. The Company is in the process of implementing

the approved resolution plan. Further, the Management is also focusing on further improving maintenance and safety practices at the plants in order to improve reliability and help ramp up volumes.

1.3. Need to stabilize the capital structure

As mentioned in 1.1 above, the investment from BNPL to the Company, was made through a combination of equity of `158.89 crore and inter-corporate loans of `34,973.69 crore (which in turn was utilized to settle the historical debt existing in the business prior to the implementation of the CIRP Process). This capital structure is weighted in an overwhelming way towards debt. Therefore, in order to bring greater balance to the debt-equity structure, the Board at its meeting held on January 9, 2019 approved the proposal to replace the existing indebtedness through infusion of capital in the form of issuance of preference shares to Tata Steel, on a private placement basis, the proceeds of which are to be primarily utilized towards prepayment/repayment of the whole or a part of the existing indebtedness of the Company and/or for general corporate purposes.

2. Item No. 1

2.1 The existing Authorized Share Capital of the Company is `9520,00,00,000 (Rupees Nine Thousand Five Hundred and Twenty crore) divided into 4650,00,00,000 (Four Thousand Six Hundred and Fifty crore) Equity Shares of `2 each and 2,20,00,000 (Two crore Twenty lakh) Preference Shares of `100 each.

In view of the proposal to issue non-convertible redeemable preference shares and optionally convertible redeemable preference shares to Tata Steel on a preferential basis, it is proposed to increase the Authorized Share Capital from `9520,00,00,000 to `33520,00,00,000 (Rupees Thirty-three thousand Five Hundred and Twenty crore), comprising:

i. `9300,00,00,000 (Rupees Nine Thousand Three Hundred crore) equity share capital divided into 4650,00,00,000 (Four Thousand Six Hundred and Fifty crore) Equity Shares of `2 each, and

ii. `24220,00,00,000 (Rupees Twenty-Four Thousand Two Hundred and Twenty crore) preference share capital divided into:

a. 2,20,00,000 (Two crore Twenty lakh) Preference Shares of `100 each; and

b. 2400,00,00,000 (Two Thousand Four Hundred crore) Preference Shares of `10 each

2.2 The aforesaid increase in the Authorized Share Capital by way of introduction of new class of Preference Share Capital will also require consequential amendment to the Capital Clause of the Memorandum of Association of the Company.

2.3 Pursuant to Section 13 and 61(1)(a) of the Act, the alteration of Memorandum of Association requires approval of the Members of the Company by way of passing a special resolution to that effect. Accordingly, the approval of the Members is sought to increase the

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Authorized Share Capital, introduce a new class of share capital as well as to consequently alter the Capital Clause of the Memorandum of Association of the Company. A draft copy of the modified Memorandum of Association is available for inspection by the Members of the Company at its Registered Office during the normal business hours on any working day of the Company.

2.4 The Board recommends the Special Resolution set forth at Item No. 1 of the Notice for approval of the Members.

2.5 None of the Directors and/or Key Managerial Personnel of the Company and/or their respective relatives are concerned or interested in the Resolution mentioned in Item No. 1 of the Notice.

3. Item No. 2

3.1. In terms of Sections 42 and 55 of the Act, read with the Companies (Share Capital and Debentures) Rules, 2014 and the Companies (Prospectus and Allotment of

Securities) Rules, 2014, a company making an allotment of preference shares on private placement basis is required to obtain the approval of the Members by way of a special resolution for each of such offer or invitation.

3.2. It is proposed to obtain approval of the Members under Sections 42, 55 and other applicable provisions, if any, of the Act, read together with the rules made thereunder (to the extent applicable), to enable the Company (hereinafter also called ‘Issuer’) to make a private placement of Non-Convertible Redeemable Preference Shares (“NCRPS”) for an amount not exceeding `12,000 crore to Tata Steel Limited, on the terms and conditions set out hereunder:

3.3. As required under Rule 9(3) of the Companies (Share Capital and Debentures) Rules, 2014, the material facts relating to the aforesaid issue of Preference Shares (the “NCRPS Issue”) are as follows:

(a) The size of the issue and number of preference shares to be issued and nominal value of each share

1200,00,00,000 (One Thousand Two Hundred crore) NCRPS of nominal value `10 each aggregating to `12,000 crore.

(b) The nature of such shares i.e. cumulative or non-cumulative, participating or non-participating, convertible or non-convertible

The NCRPS will be non-cumulative, non-participating and non-convertible.

(c) The objectives of the issue The proceeds of the issue will be primarily utilized towards prepayment/repayment of the whole or a part of the existing indebtedness of the Company and/or for general corporate purposes.

(d) The manner of issue of shares The NCRPS are proposed to be issued on private placement basis to Tata Steel Limited.

(e) The price at which such shares are proposed to be issued

The NCRPS are proposed to be issued at nominal value of `10 each.

(f) The basis on which the price has been arrived at

The NCRPS will be issued at par. An independent valuation report has been used to arrive at the price. However, the coupon rate is fixed on arms-length basis of equivalent tier debt financing.

(g) The terms of issue, including terms and rate of dividend on each share, etc.

The NCRPS are proposed to be issued for a period not exceeding 20 years from the date of allotment and shall be fully redeemed at par at maturity. Dividend on NCRPS is payable at 11.09% p.a.

(h) The terms of redemption, including the tenure of redemption, redemption of shares at premium and if the preference shares are convertible, the terms of conversion

The NCRPS may be redeemed early at the option of the Company, at 3 monthly intervals from date of allotment or will be redeemed at maturity in accordance with Section 55 of the Companies Act, 2013 read with relevant rules framed thereunder.

The NCRPS are non-convertible and will be redeemed at par value.

(i) The manner and modes of redemption The NCRPS shall be redeemed in accordance with the provisions of the Companies Act, 2013 read with the relevant rules.

(j) The current shareholding pattern of the Company

The shareholding pattern of the Company as on December 31, 2018 is annexed to this Notice. (Annexure A)

(k) The expected dilution in equity share capital upon conversion of preference shares

Not applicable since the NCRPS are proposed to be issued on non-convertible basis.

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3.4. Further, as required under Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, additional disclosure for issue of preference shares on private placement basis are as follows:

(a) Particulars of the offer including date of passing of Board resolution

The Board of Directors of the Company at its meeting held on January 9, 2019 approved the issuance of NCRPS to Tata Steel Limited, on a private placement basis, for an amount not exceeding `12,000 crore and authorized the Committee of the Board to decide on the terms and conditions of Issue of NCRPS.

The Committee of the Board at its Meeting held on February 11, 2019 approved the issue of up to 1200,00,00,000, 11.09% NCRPS of nominal value `10 each aggregating to `12,000 crore.

(b) Kinds of securities offered and the price at which security is being offered

The Company proposes to issue non-cumulative, non-convertible, non-participating redeemable preference shares at nominal value of `10 per share.

(c) Basis or justification for the price (including premium, if any) at which the offer or invitation is being made

The NCRPS will be issued at par.

An independent valuation report has been used to arrive at the price. However, the coupon rate is fixed on arm’s length basis of equivalent tier debt financing.

(d) Name and address of valuer who performed valuation Ernst & Young Merchant Banking Services Private Limited

3rd Floor (Wing B), Worldmark 1, Aero City (Indira Gandhi International Airport), Opposite Holiday Inn, Mahipalpur, New Delhi-110 037, India.

(e) Amount which the Company intends to raise by way of such securities

The Company intends to raise up to `12,000 crore by way of issue of NCRPS.

(f) Material terms of raising such securities, proposed time schedule, purposes or objects of offer, contribution being made by the promoters or directors either as part of the offer or separately in furtherance of objects; principle terms of assets charged as securities.

The Company proposes to issue non-cumulative, non-convertible, non-participating redeemable preference shares at a nominal value of `10 per share to Tata Steel Limited (Promoter group company) on a private placement basis.

The NCRPS are unsecured and do not carry any charge on the assets of the Company.

The NCRPS are proposed to be issued for a period not exceeding 20 years from the date of allotment.

The NCRPS may be redeemed early at the option of the Company, at 3 monthly intervals from date of issuance or will be redeemed at maturity. The redemption will be at par value.

The proceeds of the issue will be primarily utilized towards prepayment/repayment of the whole or a part of the existing indebtedness of the Company and/or for general corporate purposes.

3.5. The Board recommends the Special Resolution set forth at Item No. 2 of the Notice for approval of the Members.

3.6. None of the Directors and/or Key Managerial Personnel of the Company and/or their respective relatives are concerned or interested in the Resolution mentioned at Item No. 2 of the Notice.

4. Item No. 3

4.1. In terms of Sections 42 and 55 of the Act, read with the Companies (Share Capital and Debentures) Rules, 2014 and the Companies (Prospectus and Allotment of Securities) Rules, 2014, a company making an allotment of preference shares on private placement basis is required to obtain the approval of the Members by way of a special resolution for each such offer or invitation.

4.2. It is proposed to obtain approval of the Members under Sections 42, 55 and other applicable provisions, if any, of the Act, read together with the rules made thereunder (to the extent applicable), to enable the Company (hereinafter also called “Issuer”) to make a private placement of Optionally Convertible Redeemable Preference Shares (“OCRPS”) for an amount not exceeding `12,000 crore (Rupees Twelve Thousand crore only) to Tata Steel Limited, on the terms and conditions set out hereunder.

4.3. As required under Rule 9(3) of the Companies (Share Capital and Debentures) Rules, 2014, the material facts relating to the aforesaid issue of Preference Shares (the “OCRPS Issue”) are as follows:

(a) The size of the issue and number of preference share to be issued and nominal value of each share

1200,00,00,000 (One Thousand Two Hundred crore) OCRPS of nominal value `10 each aggregating to `12,000 crore.

(b) The nature of such shares i.e. cumulative or non- cumulative, participating or non-participating, convertible or non-convertible

The OCRPS will be non-cumulative, non-participating and optionally convertible.

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(c) The objectives of the issue The proceeds of the issue will be primarily utilized towards prepayment/repayment of the whole or a part of the existing indebtedness of the Company and/or for general corporate purposes.

(d) The manner of issue of shares The OCRPS are proposed to be issued on private placement basis to Tata Steel Limited.

(e) The price at which such shares are proposed to be issued

The OCRPS are proposed to be issued at nominal value of `10 each

(f) The basis on which the price has been arrived at The OCRPS are issued at par. An independent valuation report has been used to arrive at the price.

(g) The terms of issue, including terms and rate of dividend on each share, etc.

The OCRPS are proposed to be issued for a period not exceeding 20 years from the date of allotment and shall be fully redeemed at par at maturity.Dividend on OCRPS is payable at 8.89% p.a.

(h) The terms of redemption, including the tenure of redemption, redemption of shares at premium and if the preference shares are convertible, the terms of conversion

The OCRPS are convertible at the option of Tata Steel Limited during the first 18 months from the date of allotment, at a price of `30.43 per share. The conversion is subject to compliance with all applicable laws/regulations and/or approvals of the regulators, as appropriate.The OCRPS may be redeemed early at the option of the Company after 18 months from the date of allotment, at 3 monthly intervals from date of issuance or will be redeemed at maturity in accordance with Section 55 of the Companies Act, 2013 (and other applicable provisions of the Companies Act, 2013) read with relevant rules framed thereunder and Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.The OCRPS are optionally convertible. Should Tata Steel Limited choose not to exercise the option of conversion, the OCRPS will be redeemed at par value.

(i) The manner and modes of redemption The OCRPS shall be redeemed in accordance with the provisions of the Companies Act, 2013 read with the relevant rules and applicable SEBI Guidelines/Regulations.

(j) The current shareholding pattern of the Company The shareholding pattern of the Company as on December 31, 2018 is annexed to this Notice. (Annexure A)

(k) The expected dilution in equity share capital upon conversion of preference shares

The Promoter & Promoter Group currently holds 72.65% of the equity share capital of the Company, while the balance 27.35% is held by public. Should the Promoter & Promoter Group exercise the option of conversion of the entire OCRPS of up to `12,000 crore into equity shares at the conversion price of `30.43 per share, the resultant Promoter & Promoter Group shareholding would be 94.06% and the balance 5.94% shares would be held by the Public.

4.4. Further, as required under Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, additional disclosure for issue of preference shares on private placement basis are as follows:

(a) Particulars of the offer including date of passing of Board resolution

The Board of Directors of the Company at its meeting held on January 9, 2019 approved the OCRPS Issue to Tata Steel Limited, on a private placement basis, for an amount not exceeding `12,000 crore and authorized the Committee of the Board to decide on the terms and conditions of Issue of OCRPS.

The Committee of the Board at its Meeting held on February 11, 2019 approved the issue of up to 1200,00,00,000, 8.89% OCRPS of nominal value `10 each aggregating to `12,000 crore.

(b) Kinds of securities offered and the price at which security is being offered

The Company proposes to issue non-cumulative, optionally convertible, non-participating, redeemable preference shares at nominal value of `10 per share

(c) Basis or justification for the price (including premium, if any) at which the offer or invitation is being made

The OCRPS are issued at par. An independent valuation report has been used to arrive at the price.

(d) Name and address of valuer who performed valuation Ernst & Young Merchant Banking Services Private Limited

3rd Floor (Wing B), Worldmark 1, Aero City (Indira Gandhi International Airport), Opposite Holiday Inn, Mahipalpur, New Delhi - 110 037, India.

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(e) Amount which the Company intends to raise by way of such securities

The Company intends to raise up to `12,000 crore by way of issue of OCRPS

(f) Material terms of raising such securities, proposed time schedule, purposes or objects of offer, contribution being made by the promoters or directors either as part of the offer or separately in furtherance of objects; principle terms of assets charged as securities.

The Company proposes to issue non-cumulative, optionally convertible, non-participating redeemable preference shares at a nominal value of `10 per share to Tata Steel Limited (Promoter group company) on a private placement basis.

The OCRPS are unsecured and do not carry any charge on the assets of the Company.

The OCRPS are proposed to be issued for a period not exceeding 20 years from the date of allotment.

The OCRPS are convertible at the option of Tata Steel Limited during the first 18 months from the date of allotment, at a price of `30.43 per share, (subject to compliance with all applicable laws).

The OCRPS may be redeemed early at the option of the Company after 18 months from the date of allotment, at 3 monthly intervals from date of issuance or will be redeemed at maturity

The proceeds of the issue will be primarily utilized towards prepayment/repayment of the whole or a part of the existing indebtedness of the Company and/or for general corporate purposes.

4.5. As required under Regulation 163(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, (‘ICDR’) disclosures for preferential issue of OCRPS are as follows:

(a) Objects of the preferential issue As mentioned in para (c) of point 4.3

(b) Maximum number of specified securities to be issued As mentioned in para (a) of point 4.3

(c) Intent of the promoters, directors or key managerial personnel of the issuer to subscribe to the offer

Tata Steel Limited, Promoter Group company intends to subscribe to the offer.

(d) Shareholding pattern of the issuer before and after the preferential issue

The shareholding pattern of the Company as on December 31, 2018 is annexed to this Notice. (Annexure A)

The shareholding pattern of the Company post the issue of OCRPS is annexed to this Notice (Annexure B)

(e) Time frame within which the preferential issue shall be completed

Fifteen days from the date of passing of special resolution for issuance.

(f) Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottees, the percentage of post preferential issue capital that may be held by them and change in control, if any, in the issuer consequent to the preferential issue

In terms of the proviso to Regulation 163(1)(f) of the ICDR, if there is any listed company in the chain of ownership of the proposed allottee, no further disclosure will be necessary.

The OCRPS are proposed to be allotted to Tata Steel Limited, a listed company, and therefore no further disclosures are required to be made.

(g) Undertaking that the issuer shall re-compute the price of the specified securities in terms of the provision of the ICDR where it is required to do so

The Issuer undertakes that it shall re-compute the price of the specified securities in terms of the provisions of the ICDR where it is required to do so.

(h) Undertaking that if the amount payable on account of the re-computation of price is not paid within the time stipulated in the ICDR, the specified securities shall continue to be locked-in till the time such amount is paid by the allottees

The Issuer undertakes that if the amount payable on account of the re-computation of price is not paid within the time stipulated in the ICDR, the specified securities shall continue to be locked-in till the time such amount is paid by the allottees.

(i) Disclosures if the issuer or any of its promoters or directors is a wilful defaulter

The Issuer confirms that neither the Issuer itself nor any of its promoters nor directors is a wilful defaulter in terms of the ICDR

(j) The relevant date on the basis of which price of the equity shares to be allotted on conversion or exchange of convertible securities shall be calculated

The relevant date on the basis of which price of the equity shares to be allotted on the potential conversion of OCRPS has been calculated in terms of Regulation 161 of the ICDR and the said date is February 8, 2019.

TATA STEEL BSL

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4.6. As required in Regulation 163(2) of the ICDR, a certificate from the statutory auditors of the Company, certifying that the OCRPS Issue is being made in accordance with the requirements of the ICDR, is available for inspection by the Members of the Company at its Registered Office during normal business hours on any working day of the Company and will also be placed at the Extraordinary General Meeting of the Company.



5. Item No. 4

5.1. Presently the Registered Office of the Company is situated in the National Capital Territory (“NCT”) of Delhi. However, the Company is now part of the Tata group. All major Tata Group companies, including Tata Steel Limited, have their registered offices in Mumbai, Maharashtra. The Company’s holding company, Bamnipal Steel Limited, also has its registered office in the State of Maharashtra. For ease of liaising with common regulatory authorities and to meet other compliance requirements smoothly, the Company proposes to shift its Registered Office within the same jurisdiction i.e. to the State of Maharashtra and within the jurisdiction of the Registrar of Companies at Mumbai.

5.2. Pursuant to the provisions of Sections 12, 13, 110 and all other applicable provisions, if any, of the Act read with applicable Rules and Regulations made thereunder (including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), shifting of the Registered Office from one State to another and alteration of the Registered Office Clause (Clause II) of the Memorandum of Association (the “MOA”) of the Company requires the approval of the Members of the Company by means of a Special Resolution and approval of the Central Government (power delegated to Regional Director).



6. Item No. 5

6.1. Pursuant to the acquisition of the Company on May 18, 2018, in order to align to the Tata brand and also to give the Company a singular identity with the Tata Group, the Board of Directors considered it desirable to change the name of the Company. The shareholders at the Annual General Meeting of the Company held on September 25, 2018 approved the change in name of the Company and consequently, the name of the Company was changed from Bhushan Steel Limited to Tata Steel BSL Limited effective November 27, 2018.

6.2. The business name and brand “TATA” is owned by Tata Sons Private Limited (“Tata Sons”) and the Company has entered into a Brand Equity and Business Promotion Agreement with Tata Sons for use of the name ‘TATA’.

6.3. In terms of the approval granted by Tata Sons, for use of the name ‘TATA’, the Company is required to include the paragraph mentioned in item no. 5 of the notice above, in the Articles of Association of the Company.

6.4. Pursuant to Section 14 of the Act, the alteration to the Articles of Association requires approval of the Members of the Company by way of passing a special resolution to that effect. Accordingly, the approval of the Members is sought to alter the Articles of Association of the Company. A draft copy of the amended Articles of Association is available for inspection by the Members of the Company at its Registered Office during normal business hours on any working day of the Company.


6.6. None of the Directors and/or Key Managerial Personnel of the Company and/or their respective relatives are concerned or interested in the Resolution mentioned in Item No. 5 of the Notice.

7. Item No 6

7.1. Context

A resolution for related party transaction for the value of `5,500 crore for procurement of raw materials, rolls and process consumables and receipt of related procurement services from T S Global Procurement Company Pte. Ltd. Singapore (“TSGP”) was approved by the shareholders of the Company in August 2018 by way of postal ballot covering a period of 8 months of Financial Year 2018-19.

The said approval will expire on March 31, 2019. To ensure that the operations of the Company are not interrupted, approval of the shareholders is being sought, to enter into related party transaction(s) with TSGP for an amount of `7,500 crore for Financial Year 2019-20.

Approval is being sought for a higher amount after factoring ramp up in production volumes.

7.2. Background and Details of the Transaction

Consistent, cost effective and assured supply of bulk raw materials of desired quality is the most important requirement for uninterrupted operations and increased productivity of the Company.

The Company post its acquisition has been importing all bulk raw materials and some consumables through TSGP as well as availing shipping services and insurance coverage of such materials as a part of group strategy for economies of scale and long-term contract benefits with major miners and suppliers.

The Company shall be procuring raw materials, rolls and process consumables, IT related procurement as well as related procurement services from TSGP for an aggregate amount of `7,500 crore for Financial Year 2019-20.

7.3. Benefits of procuring goods from TSGP

The strategic advantages for the Company in procuring goods from TSGP are:

i. TSGP by virtue of its size / trading book has a better negotiating position with the miners / suppliers, to

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secure competitive sourcing rates. As TSGP handles the bulk procurement of Tata Steel Group, it has an inherent advantage of specialized knowledge, skill and economies of scale which helps in better negotiation of price considering the value in use with the vendors.

ii. TSGP has established a strong relationship with large shipping companies and has access to global freight market and tracks the major shipping routes closely for suitable vessels at competitive freight rates.

iii. TSGP is able to plan large vessels size - Panamax as well as cape vessels, such that additional quantity is sold by TSGP to other customers and the Company benefits from lower freight. This improves the overall landed cost for the Company.

iv. TSGP provides value added services to the Company such as change in scheduling/lay cans, shipment sizes to meet dynamic plant inventory situations.

This ensures consistency in providing bulk raw materials for production with established supply chain which is essential for uninterrupted operations and increased productivity of the Company.

7.4. Approval being sought for Financial Year 2019-20

As per the requirements of Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), all material related party transactions shall require the approval of shareholders through a Resolution. Further, the explanation to Regulation 23(1) of the Listing Regulations provides that a transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during the financial year, exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company.

TSGP is a related party in terms of Regulation 2(1)(zb) of the Listing Regulations. The estimated value of transaction with TSGP for Financial Year 2019-20 will be `7,500 crore, which would breach the materiality threshold of 10% of the annual consolidated turnover of the Company i.e. `1,740.44 crore as per last audited financial statements of FY 2017-18.

Hence, it is proposed to secure shareholders’ approval for the related party contracts/ arrangements to be entered into with TSGP during Financial Year 2019-20, as mentioned in item no. 6 of the Notice.

7.5. Pursuant to Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended till date, particulars of the transaction etc. are as under:

SN. Description Details

1. Name of the Related Party

T S Global Procurement Company Pte. Ltd.

2. Name of the Director or Key Managerial Personnel, who is related

Mr. Koushik Chatterjee, Chairman of TSGP.

3. Nature of Relationship T S Global Procurement Company Pte. Ltd is a subsidiary of Tata Steel Limited, which is the ultimate holding company of Tata Steel BSL Limited

4. Nature, material terms, monetary value and particulars of contracts or arrangements

The transaction involves procurement of raw materials, rolls and process consumables, IT related procurement & receipt of related procurement services from TSGP for an aggregate amount of `7,500 crore for Financial Year 2019-20.

5. Any other information relevant or important for members to take a decision on the proposed resolution

All important information forms part of the statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013 which has been mentioned in the foregoing paragraphs.

7.6. Arm’s Length Pricing

The related party contract/transaction mentioned in this proposal has been evaluated by a reputed external independent accounting/consulting firm and the firm has confirmed that the proposed pricing mechanism mentioned above meets the arm’s length testing criteria.

The related party transaction also qualifies as contract under ordinary course of business.

7.7. The Board recommends the Ordinary Resolution set forth at Item No. 6 of the Notice for approval of the Members.

7.8. None of the Directors and/or Key Managerial Personnel of the Company and/or their respective relatives, are concerned or interested, in the resolution mentioned at Item No. 6 of the Notice.

By Order of the Board of Directors

Sd/-O. P. Davra

Vice President (Corporate Affairs) & Company Secretary

(FCS: 3036)

New Delhi February 13, 2019

Registered Office:Ground Floor, Mira Corporate Suites, Plot No. 1&2, Ishwar Nagar, Mathura Road, New Delhi- 110065 Tel: +91- 11-39194000 Fax: +91- 11-41010050 CIN: L74899DL1983PLC014942 Website: www.tatasteelbsl.co.in Email:[email protected]

TATA STEEL BSL

–14–

Annexure A Shareholding Pattern as on December 31, 2018

(Pre-Issue of NCRPS and OCRPS)TATA STEEL BSL LIMITED

Shareholding Pattern as on December 31, 2018

Category

EQUITY PREFERENCE

No. of equity shares held

% of equity shares held

No. of Non - Convertible Redeemable Preference

Shares (NCRPS)

% of shareholding

of NCRPS

No. of Non-Cumulative Optionally

Convertible Redeemable preference

shares (OCRPS)

% of shareholding of

OCRPS

(A) Promoter and Promoter Group 79,44,28,986 72.65

Not Applicable

Total (A) 79,44,28,986 72.65

(B) Public Shareholding

Institutional

- Mutual Fund 2,500 -

- Foreign Portfolio Investors 4,05,103 0.04

- Financial Institutions/Banks 11,14,20,422 10.19

- Insurance Companies 1,18,06,751 1.08

Sub Total (B1) 12,36,34,776 11.31

Non-institutional

- Individuals 12,63,28,371 11.55

- Others 4,90,47,635 4.49

Sub Total (B2) 17,53,76,006 16.04

Total (B1) + (B2) 29,90,10,782 27.35

Total (A) + (B) 109,34,39,768 100.00

CO TATA

–15–

Annexure B Shareholding pattern of the Company

(post issue of NCRPS and OCRPS)TATA STEEL BSL LIMITED

Category

EQUITY PREFERENCENo. of equity

shares% of equity

sharesNo. of Non - Convertible Redeemable

Preference Shares (NCRPS)

% of shareholding

of NCRPS

No. of Non-Cumulative Optionally

Convertible Redeemable

Preference Shares (OCRPS)

% of shareholding of

OCRPS

(A) Promoter and Promoter Group 79,44,28,986 72.65 1200,00,00,000 100.00 1200,00,00,000 100.00 Total (A) 79,44,28,986 72.65 1200,00,00,000 100.00 1200,00,00,000 100.00(B) Public Shareholding Institutional - Mutual Fund 2,500 - - - - -- Foreign Portfolio Investors 4,05,103 0.04 - - - -- Financial Institutions/Banks 11,14,20,422 10.19 - - - -- Insurance Companies 1,18,06,751 1.08 - - - -Sub Total (B1) 12,36,34,776 11.31 - - - -Non-Institutional - Individuals 12,63,28,371 11.55 - - - -- Others 4,90,47,635 4.49 - - - -Sub Total (B2) 17,53,76,006 16.04 - - - -Total (B) = (B1) + (B2) 29,90,10,782 27.35 - - - -Total (A) + (B) 109,34,39,768 100.00 1200,00,00,000 100.00 1200,00,00,000 100.00

Shareholding pattern of the Company (assuming Tata Steel Limited chooses to exercise the option to convert the OCRPS into equity shares)

TATA STEEL BSL LIMITED

Category

EQUITY PREFERENCENo. of equity shares held

prior to conversion of

OCRPS

% of equity shares held

prior to conversion of OCRPS

No. of equity shares allotted on conversion

of OCRPS

Total No of Shares held

post conversion of OCRPS

% of Total Shareholding

post conversion of

OCRPS

No. of Non - Convertible Redeemable Preference

Shares (NCRPS)

% of shareholding

of NCRPS

(A) Promoter and Promoter Group 79,44,28,986 72.65 394,34,76,832 473,79,05,818 94.06 1200,00,00,000 100.00 Total (A) 79,44,28,986 72.65 394,34,76,832 473,79,05,818 94.06 1200,00,00,000 100.00(B) Public Shareholding Institutional - Mutual Fund 2,500 - - 2,500 - - -- Foreign Portfolio Investors 4,05,103 0.04 - 4,05,103 0.01 - -- Financial Institutions/Banks 11,14,20,422 10.19 - 11,14,20,422 2.21 - -- Insurance Companies 1,18,06,751 1.08 - 1,18,06,751 0.23 - -Sub Total (B1) 12,36,34,776 11.31 - 12,36,34,776 2.46 - -Non-Institutional - Individuals 12,63,28,371 11.55 - 12,63,28,371 2.51 - -- Others 4,90,47,635 4.49 - 4,90,47,635 0.97 - -Sub Total (B2) 17,53,76,006 16.04 - 17,53,76,006 3.48 - -Total (B1) + (B2) 29,90,10,782 27.35 - 29,90,10,782 5.94 - -Total (A) + (B) 109,34,39,768 100.00 394,34,76,832 503,69,16,600 100.00 1200,00,00,000 100.00

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–16–

ROUTE MAP

Venue:Lakshmipat Singhania Auditorium, PHD Chamber of Commerce and Industry, PHD House, 4/2, Siri Institutional Area, August Kranti Marg, New Delhi-110016

0 TATA STEEL BSL TATA

CO TATA STEEL BSL TATA

ATTENDANCE SLIP (To be presented at the entrance duly signed)

EXTRAORDINARY GENERAL MEETING ON MONDAY, MARCH 11, 2019, AT 11:00 A.M.(IST) AT LAKSHMIPAT SINGHANIA AUDITORIUM, PHD CHAMBER OF COMMERCE AND INDUSTRY, PHD HOUSE, 4/2, SIRI INSTITUTIONAL AREA,

AUGUST KRANTI MARG, NEW DELHI-110016

I hereby record my presence at the Extraordinary General Meeting of the Company held on Monday, March 11, 2019 at 11:00 a.m. (IST) at Lakshmipat Singhania Auditorium, PHD Chamber of Commerce and Industry, PHD House, 4/2, Siri Institutional Area, August Kranti Marg, New Delhi-110016.

Name of the Member/Proxy: Signature:

Electronic Voting Event Number (EVEN) User ID Password

Note:

1. Please refer to the instructions printed under the notes to the Notice of the Extraordinary General Meeting. The remote e-voting period commences on Thursday, March 7, 2019 (9:00 a.m. IST) and ends on Sunday, March 10, 2019 (5:00 p.m. IST). The remote e-voting module shall be disabled by NSDL for voting thereafter.

2. Only Member/Proxyholder can attend the Meeting.

PROXY FORM (Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014, as amended)

Name of the Member(s) : Registered address: E-mail Id: Folio No./Client ID No. _______________________________________________ DP ID No. _____________________________________________I/We being the Member(s) holding _______________________ Equity Shares of Tata Steel BSL Limited, hereby appoint:

1. Name :

Address :

E-mail ID :

Signature : or failing him

2. Name :

Address :

E-mail ID :

Signature : or failing him

3. Name :

Address :

Email ID :

Signature :

" "







0 U E .0

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held on Monday, March 11, 2019, at 11:00 a.m. (IST) at Lakshmipat Singhania Auditorium, PHD Chamber of Commerce and Industry, PHD House, 4/2, Siri Institutional Area, August Kranti Marg, New Delhi-110016 and at any adjournment thereof in respect of such resolutions as are indicated below:** I wish my above Proxy to vote in the manner as indicated in the box below:

Resolution No. Resolution For Against

Special Business1. Increase in the Authorised Share Capital of the Company and consequential amendment of capital

clause in the Memorandum of Association of the Company

2. Issue, offer and allot 11.09% Non-Convertible Redeemable Preference Shares to Tata Steel Limited, on private placement basis

3. Issue, offer and allot 8.89% Optionally-Convertible Redeemable Preference Shares to Tata Steel Limited, on private placement basis

4. Shifting of the Registered Office of the Company from the National Capital Territory of Delhi to the State of Maharashtra

5. Insertion of a new Article in the Articles of Association of the Company

6. Approval of Material Related Party Transaction(s) with T S Global Procurement Company Pte. Ltd.

Signed this…………………… day of …………………………… 2019

Signature of the Shareholder : Signature of Proxy holder(s) :

Notes:

1. This Form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company at Ground Floor, Mira Corporate Suites, Plot No. 1&2, Ishwar Nagar, Mathura Road, New Delhi- 110065, not less than 48 hours before the commencement of the meeting.

**2. This is only optional. Please put a ‘ü’ in the appropriate column against the Resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all the Resolutions, your Proxy will be entitled to vote in the manner he/she thinks appropriate.

3. Appointing Proxy does not prevent a Member from attending in person if he so wishes.

4. In case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

Affix

Revenue

Stamp

" "

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