Pronouncement of Order by the Hon''ble National Company Law Tribunal, Mumbai Bench, approving and sanctioning the Scheme of Amalgamation amongst Tata Steel Limited and Rujuvalika Investments Limited and their respective shareholders

Ref.: SEC/1148/2026-27 October 1, 2026 The Secretary, Listing Department The Manager, Listing Department BSE Limited, National Stock Exchange of India Ltd., Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1, Dalal Street, G-Block, Bandra – Kurla Complex, Bandra, Mumbai – 400 001. Mumbai – 400 051. Maharashtra, India. Maharashtra, India. Scrip code: 500470 Symbol: TATASTEEL Dear Madam, Sirs, Subject: Pronouncement of Order by the Hon’ble National Company Law Tribunal, Mumbai Bench, approving and sanctioning the Scheme of Amalgamation amongst Tata Steel Limited and Rujuvalika Investments Limited and their respective shareholders This is further to our disclosure dated July 31, 2024, in connection with the Scheme of Amalgamation amongst Tata Steel Limited (‘Transferee Company/Company’) and Rujuvalika Investments Limited, a wholly owned subsidiary of the Company (‘Transferor Company’) and their respective shareholders (‘Scheme of Amalgamation’), under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder and other applicable laws, as amended from time to time. This is to inform you that today i.e. October 1, 2026, the Hon’ble National Company Law Tribunal (‘Hon’ble NCLT’), Mumbai Bench, having jurisdiction over the Transferee Company and Transferor Company, pronounced the order approving and sanctioning the aforesaid Scheme of Amalgamation (‘Order’). In view of the above, the Scheme of Amalgamation stands approved and sanctioned. The copy of the Order as uploaded on the website of the Hon’ble NCLT, Mumbai Bench, is enclosed herewith. This disclosure is being made in terms of Regulation 30 and Regulation 51 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. This is for your information and record. Yours faithfully, Tata Steel Limited Parvatheesam Kanchinadham Company Secretary and Chief Legal Officer Encl: Copy of the Order IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-II C.P. (CAA) 69/MB/2026 Connected with C.A. (CAA) 162/MB/2025 [Under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016] Ordered on:01.10.2026 IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN TATA STEEL LIMITED [CIN: L27100MH1907PLC000260] Bombay House, 24, Homi Mody Street, Fort, Mumbai Maharashtra. ...First Petitioner Company/ Transferee Company RUJUVALIKA INVESTMENTS LIMITED [CIN: U67120MH1988PLC049872] 3rd Floor, One Forbes, 1 Dr. V. B. Gandhi Marg, Fort, Mumbai 400 001, Maharashtra. ...Second Petitioner Company/ Transferor Company AND THEIR RESPECTIVE SHAREHOLDERS CORAM: HON’BLE SHRI ASHISH KALIA, MEMBER (JUDICIAL) HON’BLE SHRI BANWARI LAL MEENA, MEMBER (TECHNICAL) Appearances: (Hybrid) For the Petitioner(s) : Adv. Shyam Kapadia Page 1 of 25 IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-II C.P. (CAA) 69/MB/2026 Connected with C.A. (CAA) 162/MB/2025 For the Regional Director (WR) : Mr. Gaurav Jaiswal, Company Prosecutor for Regional Director (Western Region I & II), MCA (VC) ORDER [PER: ASHISH KALIA, MEMBER (JUDICIAL)] 1. The present Company Petition is filed jointly on 15.05.2026 by Tata Steel Limited (hereinafter referred to as ‘First Petitioner Company’ or ‘Transferee Company’) and Rujuvalika Investments Limited (hereinafter referred to as ‘Second Petitioner Company’ or ‘Transferor Company’) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as “the Act”) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereinafter referred to as “the CAA Rules”) seeking sanction of this Tribunal to the proposed Scheme of Amalgamation. The Transferor Company and the Transferee Company are hereinafter collectively referred to as the “Petitioner Companies”. 2. The Board of Directors of the Transferor Company, at its meeting held on 19.03.2024, considered and approved the Scheme. Thereafter, the Board approved a revised Scheme and, at its meeting held on 10.07.2024, approved further revisions, including incorporations mandated pursuant to the RBI NOC. The Board of Directors of the Transferee Company, in its meeting held on 20.03.2024, considered and accorded its in-principle approval to the Scheme. Subsequently, definitive approval to the Scheme was accorded on 31.07.2024. Page 2 of 25 IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-II C.P. (CAA) 69/MB/2026 Connected with C.A. (CAA) 162/MB/2025 Certified true copies of the respective Board Resolutions have been placed on record. 3. The Transferor Company is engaged in the business of non-banking financial activity. The Transferor Company was granted a Certificate of Registration by the Reserve Bank of India (“RBI”) on 31.03.1998, to carry on the business of a non-banking financial institution. In 2022, the RBI recategorized the Transferor Company as a Systematically Important Non-Deposit Taking Middle Layer Non-Banking Financial Company. 4. The Transferee Company is 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. 5. The Transferor Company is a wholly owned subsidiary of the Transferee Company and does not have any active operations as a Non-Banking Financial Company (“NBFC”). 6. It is submitted that the rationale of the proposed Scheme is as under: - “The Transferor Company is a wholly owned subsidiary of Transferee Company. Amalgamation of the Transferor Company with and into the Transferee Company would, inter alia, entail the following benefits: i. Assist in simplifying the corporate structure of Tata Steel Page 3 of 25 IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-II C.P. (CAA) 69/MB/2026 Connected with C.A. (CAA) 162/MB/2025 group and reduction of shareholding tiers; ii. Reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by both the Transferor Company and Transferee Company; iii. Reduction in the number of legal entities within the Tata Steel group as a result of amalgamation; iv. Result in savings of administration, operations, compliances, and other costs associated with managing separate entities. The amalgamation is in the interest of the shareholders and all other stakeholders of the respective Companies (as defined hereinunder) and is not prejudicial to the interests of the concerned shareholders and other stakeholders.” 7. Upon coming into effect of this Scheme, all the shares of the Transferor Company held by the Transferee Company (either directly or through nominees) on the Effective Date shall stand cancelled without any further application, act or deed. Further, the investment in the shares of the Transferor Company, appearing in the books of accounts of the Transferee Company shall, without any further act or deed, stand cancelled. It is clarified that no new shares shall be issued nor payment shall be made in cash whatsoever by the Transferee Company in lieu of cancellation of such shares of the Transferor Company. 8. The joint Company Scheme Petition is filed in consonance with Sections 230 to 232 and other applicable provisions of the Act along with the order of this Tribunal dated 25.03.2026 passed in C.A. (CAA) Page 4 of 25 IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-II C.P. (CAA) 69/MB/2026 Connected with C.A. (CAA) 162/MB/2025 / 162 / MB / 2025 (First Motion) and subsequent order dated 05.06.2026 passed in C.P.(CAA)/69/MB/2026 (Second Motion). It is submitted that the Petitioner Companies have complied with all requirements as per directions of this Tribunal and have filed necessary affidavits of compliance. Moreover, the P [Showing first 8,000 characters — download PDF for full document]