July 1, 2024
London Stock Exchange
London
Dear Madam, Sirs,
Subject: 'Effective Date' of the Scheme of Amalgamation of Bhubaneshwar Power Private Limited into and with Tata Steel Limited
This is further to our disclosures dated November 1, 2023, June 6, 2024, and
June 21, 2024, in connection with the Scheme of Amalgamation amongst Tata Steel Limited ('Company') and Bhubaneshwar Power Private Limited ('BPPL') and their respective shareholders ('Scheme of Amalgamation'), as approved and sanctioned by the Hon'ble National Company Law Tribunal, Hyderabad Bench vide its Order dated June 6, 2024 ('NCLT Order').
We wish to inform you that BPPL and the Company have in terms of Clause 9.1(h) (Definition of Effective Date) read with Clause 21 (Scheme conditional upon) of the Scheme of Amalgamation, filed the certified copy of the NCLT Order, approving and sanctioning the Scheme of Amalgamation, with the respective jurisdictional Registrar of Companies today, i.e., July 1, 2024. With this filing, the Company and BPPL have now complied with all the conditions specified in Clause 9.1 read with Clause 21 of the Scheme of Amalgamation.
Accordingly, in terms of Clause 8 (Effectiveness of the Scheme) read with Clause 9.1(h) (Definition of Effective Date) of Part I of the Scheme of Amalgamation, the captioned Scheme of Amalgamation has become operative and effective from today i.e., July 1, 2024 ('Effective Date').
In terms of the Scheme of Amalgamation, BPPL stands dissolved without being wound up, effective July 1, 2024.
Further, in terms of the Scheme of Amalgamation, the Memorandum of Association of the Company stands amended to the extent given below:
a. The applicable main objects in the Memorandum of Association of BPPL shall be added to the matters which are necessary for furtherance of the objects of the Memorandum of Association of the Company, to the extent such objects are not already covered in the existing Memorandum of Association of the Company.
b. The authorized share capital of ₹257 crore of BPPL stands merged with the authorized share capital of the Company in the class of Ordinary Equity Shares of face value
₹1/- each. Consequently, the authorized share capital of the Company will be
₹32,373.50 crore.
This disclosure is being made in terms of Regulation 30 read with Regulation 51 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, read with applicable SEBI Circulars.
This is for your information and record.