ON PAGE 340. PAYMENT METHOD FOR PARTLY PAID SHARES

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1 Letter of Offer Dated January 22, 2018 For Eligible Ordinary Shareholders only Tata Steel Limited was incorporated on August 26, 1907 as a public limited company under the Indian Companies Act, Registered Office: Bombay House, 24, Homi Mody Street, Fort, Mumbai ; Tel: ; Fax: Contact Person: Parvatheesam K, Company Secretary and Compliance Officer; Tel: ; Fax: cosec@tatasteel.com; Website: Corporate Identity Number: L27100MH1907PLC PROMOTER OF OUR COMPANY: TATA SONS LIMITED FOR PRIVATE CIRCULATION TO THE ELIGIBLE ORDINARY SHAREHOLDERS OF TATA STEEL LIMITED (OUR COMPANY OR THE ISSUER ) ONLY SIMULTANEOUS BUT UNLINKED ISSUE OF (I) UP TO 15,53,94,550 FULLY PAID SHARES OF FACE VALUE OF 10 EACH NOT EXCEEDING 8,000 CRORE ON A RIGHTS BASIS TO THE ELIGIBLE ORDINARY SHAREHOLDERS OF OUR COMPANY FOR CASH AT A PRICE OF 510 PER FULLY PAID SHARE (INCLUDING A PREMIUM OF 500 PER FULLY PAID SHARE) IN THE RATIO OF 4 FULLY PAID SHARES FOR EVERY 25 ORDINARY SHARES HELD BY THE ELIGIBLE ORDINARY SHAREHOLDERS ON THE RECORD DATE, THAT IS, ON FEBRUARY 1, 2018 ( RECORD DATE ) AND (II) UP TO 7,76,97,280 PARTLY PAID SHARES OF FACE VALUE OF 10 EACH NOT EXCEEDING 4,800 CRORE ON A RIGHTS BASIS TO THE ELIGIBLE ORDINARY SHAREHOLDERS OF OUR COMPANY FOR CASH AT A PRICE OF 615 PER PARTLY PAID SHARE (INCLUDING A PREMIUM OF 605 PER ORDINARY SHARE) IN THE RATIO OF 2 PARTLY PAID SHARES FOR EVERY 25 ORDINARY SHARES HELD BY THE ELIGIBLE ORDINARY SHAREHOLDERS ON THE RECORD DATE (THE ISSUE ). FOR FURTHER DETAILS, PLEASE SEE THE SECTION ENTITLED TERMS OF THE ISSUE ON PAGE 340. PAYMENT METHOD FOR PARTLY PAID SHARES Amount payable per Ordinary Share* Face Value ( ) Premium ( ) Total ( ) On Application On First and Final Call Total * For details on the Payment Method, please see the section entitled Terms of the Issue beginning on page 340. GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and Investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For making an investment decision, Investors must rely on their own examination of our Company and the Issue including the risks involved. The Ordinary Shares being offered in the Issue have neither been recommended nor approved by the Securities and Exchange Board of India ( SEBI ), nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Investors are advised to refer to the section entitled Risk Factors on page 11 before making an investment in the Issue. ISSUER S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for, and confirms that this Letter of Offer contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The existing Ordinary Shares of our Company are listed on BSE Limited ( BSE ) and the National Stock Exchange of India Limited ( NSE, and together with BSE, the Stock Exchanges ). Our Company has received in-principle approvals from BSE and NSE for listing the Ordinary Shares to be Allotted pursuant to the Issue through their letters dated January 17, 2018, respectively. For the purposes of the Issue, the Designated Stock Exchange is BSE. LEAD MANAGERS TO THE ISSUE Kotak Mahindra Capital Company Limited 1 st Floor, 27 BKC, Plot No. 27 G Block Bandra Kurla Complex Bandra (East) Mumbai Tel: Fax: tsl.rights@kotak.com Investor Grievance kmccredressal@kotak.com Website: Contact Person: Ganesh Rane SEBI Registration Number: INM LEAD MANAGERS TO THE ISSUE Axis Capital Limited 1 st Floor, Axis House C-2, Wadia International Center P. B. Marg, Worli Mumbai Tel: Fax: tsl.rights@axiscap.in Investor grievance complaints@axiscap.in Website: Contact Person: Mayuri Arya SEBI Registration Number: INM HDFC Bank Limited Investment Banking Group Unit No 401 and 402, 4 th floor Tower B, Peninsula Business Park Lower Parel Mumbai Tel: Fax: tatasteel.rights@hdfcbank.com Investor Grievance investor.redressal@hdfcbank.com Website: Contact Person: Rakesh Bhunatar/Kunal Datt SEBI Registration Number: INM REGISTRAR TO THE ISSUE ICICI Securities Limited ICICI Center, H.T. Parekh Marg Churchgate Mumbai Tel: Fax: tsl.rights@icicisecurities.com Website: Investor Grievance customercare@icicisecurities.com Contact Person: Rupesh Khant/Shekher Asnani SEBI Registration Number: INM SBI Capital Markets Limited 202, Maker Tower E Cuffe Parade Mumbai Tel: Fax: tsl.rights@sbicaps.com Investor grievance investor.relations@sbicaps.com Website: Contact person: Nikhil Bhiwapurkar/Gitesh Vargantwar SEBI Registration Number: INM Link Intime India Private Limited C-101, 247 Park L B S Marg Vikhroli (West) Mumbai Tel: Fax: tatasteel.rights2018@linkintime.co.in Investor Grievance tatasteel.rights2018@linkintime.co.in Website: Contact Person: Sumeet Deshpande SEBI Registration Number: INR ISSUE PROGRAMME ISSUE OPENS ON LAST DATE FOR RECEIVING REQUEST FOR SPLIT APPLICATION FORMS ISSUE CLOSES ON FEBRUARY 14, 2018 FEBRUARY 21, 2018 FEBRUARY 28, 2018

2 TABLE OF CONTENTS SECTION I GENERAL... 1 DEFINITIONS AND ABBREVIATIONS... 1 NOTICE TO OVERSEAS INVESTORS... 7 PRESENTATION OF FINANCIAL INFORMATION... 9 FORWARD LOOKING STATEMENTS...10 SECTION II: RISK FACTORS...11 SECTION III: INTRODUCTION...39 THE ISSUE...39 SUMMARY OF FINANCIAL INFORMATION...40 GENERAL INFORMATION...47 CAPITAL STRUCTURE...53 OBJECTS OF THE ISSUE...59 STATEMENT OF TAX BENEFITS...66 SECTION IV: ABOUT OUR COMPANY...81 OUR BUSINESS...81 OUR MANAGEMENT...95 SECTION V: FINANCIAL INFORMATION FINANCIAL STATEMENTS WORKING RESULTS MATERIAL DEVELOPMENTS ACCOUNTING RATIOS AND CAPITALISATION STATEMENT STOCK MARKET DATA FOR SECURITIES OF OUR COMPANY SECTION VI: LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND DEFAULTS GOVERNMENT AND OTHER APPROVALS OTHER REGULATORY AND STATUTORY DISCLOSURES SECTION VII: ISSUE INFORMATION TERMS OF THE ISSUE SECTION VIII: OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION DECLARATION (i)

3 SECTION I GENERAL DEFINITIONS AND ABBREVIATIONS This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or unless otherwise specified, shall have the meaning as provided below. References to any legislation, Act, regulation, rules, guidelines or policies shall be to such legislation, Act, regulation, rules, guidelines or policies as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision. The words and expressions used in this Letter of Offer, but not defined herein shall have the meaning ascribed to such terms under the SEBI Regulations, the Companies Act, the SCRA, the Depositories Act, and the rules and regulations made thereunder. Company Related Terms Term Company/ our Company/ the Company/ the Issuer We, Our, Us, our Group or Tata Steel Group Description Tata Steel Limited, on a standalone basis, a public limited company incorporated under the provisions of the Indian Companies Act, 1882 and having its Registered Office situated at Bombay House, 24, Homi Mody Street, Fort, Mumbai Tata Steel Limited on a consolidated basis, including its subsidiaries, unless otherwise specified Annual Financial Audited standalone and consolidated financial statements of our Company as at and Statements for the year ended March 31, 2017 Articles of Association or Articles of Association of our Company, as amended Articles Board of Directors or Board of directors of our Company or a duly constituted committee thereof Board BlueScope Group BlueScope Steel Asia Holdings Pty Ltd, BlueScope Steel Limited and Tata BlueScope Steel Limited Convertible Preference The cumulative convertible preference shares of our Company each having a face Shares value of 100 each Corus Corus Group Plc. Director(s) Any or all the directors on our Board, as may be appointed from time to time Financial Statements Annual Financial Statements, the audited standalone financial statements as at and for the six month period ended September 30, 2017 and the Limited Review Financial Information. For details, please see the section entitled Financial Statements on page 102 Group Companies Companies as covered under the applicable accounting standards and also the companies as considered material by our Company. Limited Review Financial Limited review consolidated financial information of our Company for the six Information month period ended September 30, Memorandum Memorandum of Association of our Company, as amended of Association or Memorandum Ordinary Shareholder A holder of Ordinary Shares Ordinary Shares The ordinary equity shares of our Company each having a face value of 10 each, unless otherwise specified Preference Shares The Redeemable Preference Shares and the Convertible Preference Shares Promoter or our Promoter The promoter of our Company being, Tata Sons Limited Promoter Group Promoter group of our Company as determined in terms of Regulation 2(1)(zb) of the SEBI Regulations Redeemable Preference The cumulative redeemable preference shares of our Company of face value of Shares 100 each Registered Office Registered office of our Company situated at Bombay House, 24, Homi Mody Street, Fort, Mumbai Statutory Auditors Statutory auditors of our Company, being Price Waterhouse & Co Chartered Accountants LLP 1

4 TSE TSUK Term Tata Steel Europe Limited Tata Steel UK Limited Description Issue Related Terms Term Abridged Letter of Offer/ ALOF Allot/Allotment/Allotted Allotment Date Allottee(s) Applicant(s) Application Money Application Supported by Blocked Amount/ ASBA ASBA Account ASBA Applicant/ ASBA Investor Description Abridged letter of offer to be sent to the Eligible Ordinary Shareholders with respect to the Issue in accordance with the provisions of the SEBI Regulations and the Companies Act Allotment of Ordinary Shares pursuant to the Issue Date on which the Allotment is made Person(s) who are Allotted Ordinary Shares pursuant to the Allotment Eligible Ordinary Shareholder(s) and/or Renouncee(s) who make an application for the Ordinary Shares pursuant to the Issue in terms of this Letter of Offer, including an ASBA Applicant Aggregate amount payable in respect of the Fully Paid Shares and/or Partly Paid Shares applied for in the Issue at the Issue Price Application (whether physical or electronic) used by an ASBA Investor to make an application authorizing the SCSB to block the Application Money in an ASBA account maintained with the SCSB Account maintained with the SCSB and specified in the CAF by the Applicant for blocking the amount mentioned in the CAF Eligible Ordinary Shareholders proposing to subscribe to the Issue through ASBA process and who (i) are holding the Ordinary Shares of our Company in dematerialised form as on the Record Date and have applied for their Rights Entitlements and/or additional Fully Paid Shares and/or Partly Paid Shares in dematerialised form in terms of this Letter of Offer; (ii) have not renounced their Rights Entitlements in full or in part; (iii) are not Renouncees; and (iv) are applying through blocking of funds in a bank account maintained with the SCSBs. QIBs, Non-Institutional Investors and other Investors whose Application Money exceeds 2,00,000 can participate in the Issue only through the ASBA process Axis Axis Capital Limited Bankers to the Issue Kotak Mahindra Bank Limited, Axis Bank Limited, HDFC Bank Limited, ICICI Bank Limited and State Bank of India Call The notice issued by our Company to the holders of the Partly Paid Shares for payment of the First and Final Call as on the Call Record Date for making a payment of the Call Money Call Money Aggregate amount payable in respect of the Partly Paid Shares applied for in this Issue at the time of the First and Final Call pursuant to the Payment Method, being 461 per Partly Paid Ordinary Share, i.e % of the Issue Price. Call Payment Period A period as may be fixed by the Board to enable the payment of the Final Call by the holders of Partly Paid Shares Call Record Date A record date fixed by our Company for the purpose of determining the names of the holders of Partly Paid Shares for the purpose of issuing of the Call Composite Application Fully Paid Shares CAF and/or Partly Paid Shares CAF, as the case may be Form/ CAF(s) Consolidated Certificate Consolidated certificate for the Fully Paid Shares or Partly Paid Shares, as the case may be, allotted to each folio, issued by our Company Controlling Branches/ Such branches of the SCSBs which co-ordinate with the Lead Managers, the Controlling Branches of Registrar to the Issue and the Stock Exchanges, a list of which is available on the SCSBs Designated Branches Such branches of the SCSBs which shall collect the CAF or the plain paper application, as the case may be, used by the ASBA Investors and a list of which is available on Intermediaries Designated Stock BSE 2

5 Term Exchange Escrow Collection Banks Eligible Ordinary Shareholders First and Final Call 3 Description Kotak Mahindra Bank Limited, Axis Bank Limited, HDFC Bank Limited, ICICI Bank Limited and State Bank of India Holder(s) of the Ordinary Shares of our Company as on the Record Date Call made by our Company to the holders of Partly Paid Shares for making the payment towards the balance amount payable under Payment Method in order to make the Partly Paid Shares into Fully Paid Shares Fully Paid Shares Fully paid-up Ordinary Shares of our Company each having a face value of 10 Fully Paid Shares CAF Fully Paid Shares SAF HDFC Investor(s) I-Sec Issue Issue Closing Date February 14, 2018 Issue Opening Date February 28, 2018 Issue Price Issue Proceeds Issue Size Kotak Lead Managers Letter of Offer Listing Agreement Monitoring Agency MICR Net Proceeds Non-ASBA Investor each Form used by an Investor to make an application for the Allotment of Fully Paid Shares in the Issue Split application form(s) which is an application form used in case of renunciation in part by an Eligible Ordinary Shareholder in favour of one or more Renouncee(s) in relation to the Fully Paid Shares HDFC Bank Limited Eligible Ordinary Shareholder(s) of our Company as on the Record Date, i.e. February 1, 2018 and the Renouncee(s) ICICI Securities Limited This simultaneous but unlinked issue of (i) up to 15,53,94,550 Fully Paid Shares of face value of 10 each not exceeding 8,000 crore on a rights basis to the Eligible Ordinary Shareholders of our Company for cash at a price of 510 per Fully Paid Share (including a premium of 500 per Fully Paid Share) in the ratio of 4 Fully Paid Shares for every 25 Ordinary Shares held by the Eligible Ordinary Shareholders on the Record Date and (ii) up to 7,76,97,280 Partly Paid Shares of face value of 10 each not exceeding 4,800 crore on a rights basis to the Eligible Ordinary Shareholders of our Company for cash at a price of 615 per Partly Paid Share (including a premium of 605 per Partly Paid Share) in the ratio of 2 Partly Paid Share for every 25 Ordinary Shares held by the Eligible Ordinary Shareholders on the Record Date Each Fully Paid Share is being offered at a price of 510 per Fully Paid Share (including a premium of 500 per Ordinary Share) and each Partly Paid Share is being offered at a price of 615 per Partly Paid Share (including a premium of 605 per Ordinary Share), as the case may be Gross proceeds of the Issue Amount aggregating up to 12,800 crore Kotak Mahindra Capital Company Limited Kotak Mahindra Capital Company Limited, Axis Capital Limited, HDFC Bank Limited, ICICI Securities Limited and SBI Capital Markets Limited This letter of offer dated January 22, 2018 filed with SEBI and the Stock Exchanges Equity listing agreements entered into between our Company and the Stock Exchanges in terms of the Listing Regulations HDFC Bank Limited Magnetic Ink Character Recognition Issue proceeds less Issue related expenses. For details, please see the section entitled Objects of the Issue on page 59 Investors other than ASBA Investors, who apply in the Issue otherwise than through the ASBA process Non-Institutional Investors Investor, including any company or body corporate, other than a Retail Individual Investor and a Qualified Institutional Buyer Partly Paid Shares Partly paid-up Ordinary Shares of our Company each having a face value of 10 each Partly Paid Shares CAF Partly Paid Shares SAF Form used by an Investor to make an application for the Allotment of Partly Paid Shares in the Issue Split application form(s) which is an application form used in case of renunciation

6 Term Payment Method Qualified Institutional Buyers or QIBs Record Date Refund Bank Registered Foreign Portfolio Investors / Foreign Portfolio Investors / FPIs Description in part by an Eligible Ordinary Shareholder in favour of one or more Renouncee(s) in relation to the Partly Paid Shares Payment method under which amount payable on application is 154 per Partly Paid Share and the balance amount is payable in the First and Final Call Qualified institutional buyers as defined under Regulation 2(1)(zd) of the SEBI Regulations Designated date for the purpose of determining the shareholders eligible to apply for Ordinary Shares in the Issue, being February 1, 2018 HDFC Bank Limited Foreign portfolio investors as defined under the SEBI FPI Regulations Registrar to the Issue / Link Intime India Private Limited Registrar Renouncee(s) Person(s) who has/have acquired Rights Entitlement from the Eligible Ordinary Shareholders Retail Individual Investor Individual investors who have applied for Ordinary Shares for a value not more than 2,00,000 (including HUFs applying through their karta) through one or more applications. The limit of 2,00,000 will be reckoned separately (and not jointly) for application(s) for Fully Paid Shares and Partly Paid Shares Rights Entitlement SBICAP SCSB(s) (i) 4 Fully Paid Shares that an Eligible Ordinary Shareholder is entitled to in proportion to 25 Ordinary Shares held by such Eligible Ordinary Shareholder on the Record Date; and (ii) 2 Partly Paid Shares that an Eligible Ordinary Shareholder is entitled to in proportion to 25 Ordinary Shares held by such Eligible Ordinary Shareholder on the Record Date SBI Capital Markets Limited Self certified syndicate bank registered with SEBI, which acts as a banker to the Issue and which offers the facility of ASBA. A list of all SCSBs is available at Share Certificate Certificate in respect of the Fully Paid Shares or Partly Paid Shares, as the case may be, Allotted to a folio Split Application Form / Fully Paid Shares SAF and/or Partly Paid Shares SAF, as the case may be SAF(s) Stock Exchanges Stock exchanges where the Ordinary Shares are presently listed, being BSE and NSE Wilful Defaulter Company or person, as the case may be, categorised as a wilful defaulter by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the RBI and includes any company whose director or promoter is categorised as such Working Days Conventional and General Terms or Abbreviations All days other than a Sunday or a public holiday on which commercial banks in Mumbai are open for business Term /Abbreviation or Rs. or Rupees or INR AIF(s) APHA AS/Accounting Standards BIS BSE CDSL Central Government CCI Description / Full Form Indian Rupee Alternative investment funds, as defined and registered with SEBI under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 American Public Health Association Accounting standards issued by the ICAI Bureau of Indian Standards BSE Limited Central Depository Services (India) Limited Central Government of India Competition Commission of India 4

7 Term /Abbreviation Description / Full Form CII Confederation of Indian Industry CIN Corporate identity number Civil Code Code of Civil Procedure, 1908 Companies Act Companies Act, 1956 and the Companies Act, 2013, as applicable Companies Act, 1956 Companies Act, 1956 (without reference to the provisions thereof that have ceased to have effect upon notification of the sections of the Companies Act, 2013) along with the rules made thereunder Companies Act, 2013 Companies Act, 2013, to the extent in force pursuant to the notification of sections of the Companies Act, 2013, along with relevant rules made thereunder Competition Act Competition Act, 2002 CSR Corporate social responsibility Depositories Act Depositories Act, 1996 Depository A depository registered with SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996 DIN Director identification number DP/Depository Participant Depository participant as defined under the Depositories Act DP ID Depository participant identity EPS Earnings per share FDI Foreign direct investment FEMA Foreign Exchange Management Act, 1999, read with rules and regulations thereunder FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 Financial Year or FY or Period of 12 months ended March 31 of that particular year Fiscal GAAP Generally Accepted Accounting Principles GDP Gross domestic product Government Central Government and/or the State Government, as applicable GST Goods and service tax HUF Hindu Undivided Family IBC Insolvency and Bankruptcy Code, 2016 ICAI Institute of Chartered Accountants of India IFRS International Financial Reporting Standards India Republic of India Indian GAAP Generally Accepted Accounting Principles followed in India Ind AS Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 Insider Trading The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations Regulations, 2015 ISIN International Securities Identification Number allotted by the Depository IT Information Technology Income-tax Act Income-tax Act, 1961 ISO International Organisation for Standardisation KMP Key managerial personnel Listing Regulations The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 MCA Ministry of Corporate Affairs, Government of India MoF Ministry of Finance, Government of India Mutual Fund Mutual fund registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 Net Worth The aggregate of the paid-up Ordinary Equity Share capital, hybrid perpetual securities, other equity, non-controlling interest (excluding revaluation reserve) as reduced by the aggregate of miscellaneous expenditure (to the extent not adjusted or written off) and the debit balance of the profit and loss account, as applicable NEFT National Electronic Fund Transfer NR Non-resident or person(s) resident outside India, as defined under the FEMA 5

8 Term /Abbreviation Description / Full Form NRE Account Non-resident external account NRI Non-resident Indian, as defined in the Foreign Exchange Management (Deposit) Regulations, 2000 NRO Account Non-resident ordinary account NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited OCB/Overseas Corporate A company, partnership, society or other corporate body owned directly or Body indirectly to the extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and immediately before such date had taken benefits under the general permission granted to OCBs under FEMA p.a. Per annum PAN Permanent account number PAT Profit after tax PBT Profit before tax RBI Reserve Bank of India Regulation S Regulation S under the Securities Act RoC Registrar of Companies, Maharashtra, located at Everest, 5 th Floor, 100, Marine Drive, Mumbai RTGS Real Time Gross Settlement SEBI Securities and Exchange Board of India SEBI Act The Securities and Exchange Board of India Act, 1992 SEBI FPI Regulations The Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014 SEBI Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 Securities Act U.S. Securities Act of 1933 State Government Government of a State of India Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 U.S./USA/United States United States of America, including the territories or possessions thereof Industry Related Terms Term /Abbreviation Description / Full Form BSPS British Steel Pension Scheme LTIFR Lost time injury frequency rate Martrade IQ Martrade Holding and Management GMBH MMDR Act, 1957 Mines and Minerals (Development and Regulation) Act, 1957 MMDR Amendment Act, Mines and Minerals (Development and Regulation) Amendment Act, MT Million tons MTPA Million tons per annum WSA World Steel Association 6

9 NOTICE TO OVERSEAS INVESTORS The distribution of this Letter of Offer and the Issue of Rights Entitlements and the Ordinary Shares on a rights basis to persons in certain jurisdictions outside India is restricted by legal requirements prevailing in those jurisdictions. Persons into whose possession this Letter of Offer may come, are required to inform themselves about and observe such restrictions. Our Company is making the Issue on a rights basis to the Eligible Ordinary Shareholders of our Company and will dispatch this Letter of Offer/Abridged Letter of Offer and CAF only to Eligible Ordinary Shareholders who have provided an Indian address to our Company. No action has been or will be taken to permit the Issue in any jurisdiction where action would be required for that purpose, except that this Letter of Offer was filed with SEBI and the Stock Exchanges. Accordingly, this Letter of Offer or any offering materials or advertisements in connection with the Issue may not be distributed in any jurisdiction outside India and the Ordinary Shares may not be offered or sold, directly or indirectly, in any jurisdiction, except in accordance with legal requirements applicable in such jurisdiction. Receipt of this Letter of Offer will not constitute an offer in those jurisdictions in which it would be illegal to make such an offer and, in those circumstances, this Letter of Offer must be treated as sent for information only and should not be acted upon for subscription to Ordinary Shares and should not be copied or re-distributed. Accordingly, persons receiving a copy of this Letter of Offer should not, in connection with the issue of the Ordinary Shares or the Rights Entitlements, distribute or send this Letter of Offer in or into any jurisdiction where to do so, would or might contravene local securities laws or regulations. If this Letter of Offer is received by any person in any such jurisdiction, or by their agent or nominee, they must not seek to subscribe to the Ordinary Shares or the Rights Entitlements referred to in this Letter of Offer. Neither the delivery of this Letter of Offer nor any sale hereunder, shall, under any circumstances, create any implication that there has been no change in our Company s affairs from the date hereof or the date of such information or that the information contained herein is correct as at any time subsequent to the date of this Letter of Offer or the date of such information. NO OFFER IN THE UNITED STATES THE RIGHTS ENTITLEMENTS AND ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE US SECURITIES ACT ), OR ANY U.S. STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OF AMERICA OR THE TERRITORIES OR POSSESSIONS THEREOF (THE UNITED STATES OR U.S. ), EXCEPT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE RIGHTS ENTITLEMENTS AND ORDINARY SHARES REFERRED TO IN THIS LETTER OF OFFER ARE BEING OFFERED IN INDIA, BUT NOT IN THE UNITED STATES. THE OFFERING TO WHICH THIS LETTER OF OFFER RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN OFFERING OF ANY ORDINARY SHARES OR RIGHTS FOR SALE IN THE UNITED STATES OR AS A SOLICITATION THEREIN OF AN OFFER TO BUY ANY OF THE SAID SECURITIES. ACCORDINGLY, THIS LETTER OF OFFER SHOULD NOT BE FORWARDED TO OR TRANSMITTED IN OR INTO THE UNITED STATES AT ANY TIME. Neither our Company, nor any person acting on behalf of our Company, will accept a subscription or renunciation from any person, or the agent of any person, who appears to be, or who our Company, or any person acting on behalf of our Company, has reason to believe is, in the United States of America when the buy order is made. Envelopes containing a CAF should not be postmarked in the United States of America or otherwise dispatched from the United States of America or any other jurisdiction where it would be illegal to make an offer under the Letter of Offer. Our Company is making the Issue on a rights basis to the Eligible Equity Shareholders and will dispatch this Letter of Offer or Abridged Letter of Offer and CAF only to Eligible Equity Shareholders who have provided an Indian address to our Company. Any person who acquires Rights Entitlements or Ordinary Shares will be deemed to have declared, warranted and agreed, by accepting the delivery of this Letter of Offer, that it is not and that at the time of subscribing for the Ordinary Shares or the Rights Entitlements, it will not be, in the United States of America when the buy order is made, and is authorized to acquire the Rights Entitlement and the Ordinary Shares in compliance with all applicable laws and regulations. Our Company, in consultation with the Lead Managers, reserves the right to treat as invalid any CAF which: (i) appears to our Company or its agents to have been executed in or dispatched from the United States of America; 7

10 (ii) does not include the relevant certification set out in the CAF headed Overseas Shareholders to the effect that the person accepting and/or renouncing the CAF does not have a registered address (and is not otherwise located) in the United States of America, and such person is complying with laws of jurisdictions applicable to such person in connection with the Issue, among others; (iii) where a registered Indian address is not provided; or (iv) where our Company believes acceptance of such CAF may infringe applicable legal or regulatory requirements; and our Company shall not be bound to issue or allot any Ordinary Shares in respect of any such CAF. NOTICE TO THE INVESTOR THIS DOCUMENT IS SOLELY FOR THE USE OF THE PERSON WHO RECEIVED IT FROM OUR COMPANY OR FROM THE REGISTRAR. THIS DOCUMENT IS NOT TO BE REPRODUCED OR DISTRIBUTED TO ANY OTHER PERSON. 8

11 PRESENTATION OF FINANCIAL INFORMATION Certain Conventions Unless otherwise specified or the context otherwise requires, all references in this Letter of Offer to (i) the US or U.S. or the United States are to the United States of America and its territories and possessions; (ii) India are to the Republic of India and its territories and possessions; and (iii) the UK or U.K. or the United Kingdom are to the United Kingdom of Great Britain and its territories and possessions; and the Government or GoI or the Central Government or the State Government are to the Government of India, Central or State, as applicable. Financial Data Unless stated otherwise, the financial data in this Letter of Offer is derived from the Financial Statements. Our Company s Fiscal commences on April 1 and ends on March 31 of the following calendar year. For details of the Financial Statements, please see the section entitled Financial Statements on page 102. Our Company prepares its financial statements in accordance with Ind AS, Companies Act, and other applicable statutory and/or regulatory requirements. Our Company publishes its financial statements in Indian Rupees. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Letter of Offer should accordingly be limited. In this Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off, and unless otherwise specified, all financial numbers in parenthesis represent negative figures. Unless stated otherwise, throughout this Letter of Offer, all figures have been expressed in Rupees in crore and lakhs. Market and Industry Data Unless stated otherwise, market, industry and demographic data used in this Letter of Offer has been obtained from market research, publicly available information, industry publications and government sources. Industry publications generally state that the information that they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of that information is not guaranteed. Similarly, internal surveys, industry forecasts and market research, while believed to be reliable, have not been independently verified and neither our Company nor the Lead Managers make any representation as to the accuracy of that information. Accordingly, investors should not place undue reliance on this information. Currency of Presentation All references to: INR,, Indian Rupees and Rupees are to the legal currency of India. US$, USD, $ and U.S. dollars are to the legal currency of the United States of America. EUR and are to Euro, the legal currency of the Euro zone. GBP and are to Pound Sterling, the legal currency of United Kingdom. Please note: One million is equal to 1,000,000 or 10 lakhs; One crore is equal to 10 million or 100 lakhs; and One lakh is equal to 100,000. Conversion Rates for Foreign Currency: The conversion rate for the following foreign currency is as follows: Sr. No. Name of the Currency As of September 30, 2017 (in ) As of March 31, 2017 (in ) 1. 1 United States Dollar British GBP Euro Source: RBI Reference Rate 9

12 FORWARD LOOKING STATEMENTS Certain statements contained in this Letter of Offer that are not statements of historical fact constitute forwardlooking statements. Investors can generally identify forward-looking statements by terminology including aim, anticipate, believe, continue, can, could, estimate, expect, intend, may, objective, plan, potential, project, pursue, shall, should, will, would, future, forecast, target, guideline, or other words or phrases of similar import. Similarly, statements that describe the strategies, objectives, plans or goals of our Company are also forward-looking statements. However, these are not the exclusive means of identifying forward-looking statements. All statements regarding our Company s expected financial conditions, results of operations, business plans and prospects are forward-looking statements. These forward-looking statements include statements as to our Company s business strategy, planned projects, revenue and profitability (including, without limitation, any financial or operating projections or forecasts), new business and other matters discussed in this Letter of Offer that are not historical facts. These forward-looking statements contained in this Letter of Offer (whether made by our Company or any third party), are predictions and involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of our Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or other projections. All forward-looking statements are subject to risks, uncertainties and assumptions about our Company that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our Company s expectations include, among others: cyclical nature of the steel industry and a decrease in steel prices; high proportion of fixed costs and volatility in the prices of raw materials and energy in the steel industry, including mismatches between trends in prices for raw materials and steel, as well as limitations on or disruptions in the supply of raw materials; substantial amount of indebtedness, affecting our cash flow and ability to operate the business; inability to renew the leases on mines, obtain new leases for mines or payment of more royalties on such leases forcing us to purchase minerals for higher prices in the open market; inability to obtain, renew or maintain the statutory and regulatory permits and approvals required to operate our business; overcapacity and oversupply in the global steel industry adversely affecting our profitability; restricting covenants in our financing agreements; and changes in legislation or the rules relating to tax regimes that could adversely affect our business, prospects and results of operations; Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed in the sections entitled Risk Factors and Our Business on pages 11 and 81, respectively. The forward-looking statements contained in this Letter of Offer are based on the beliefs of management, as well as the assumptions made by, and information currently available to, management of our Company. Whilst our Company believes that the expectations reflected in such forward-looking statements are reasonable at this time, it cannot assure investors that such expectations will prove to be correct. Given these uncertainties, Investors are cautioned not to place undue reliance on such forward-looking statements. In any event, these statements speak only as of the date of this Letter of Offer or the respective dates indicated in this Letter of Offer, and our Company undertakes no obligation to update or revise any of them, whether as a result of new information, future events or otherwise. If any of these risks and uncertainties materialise, or if any of our Company s underlying assumptions prove to be incorrect, the actual results of operations or financial condition of our Company could differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent forward-looking statements attributable to our Company are expressly qualified in their entirety by reference to these cautionary statements. 10

13 SECTION II: RISK FACTORS An investment in the equity shares involves a high degree of risk. You should carefully consider all the information in this Letter of Offer, including the risks and uncertainties described below, before making an investment in the Ordinary Shares. The risks described below are not the only ones relevant to us, the Ordinary Shares, the industry in which we operate or the regions in which we operate. If one, or any combination, of the following risks or other risks which are not currently known or are now deemed immaterial actually occurs or were to occur, our business, results of operations, financial condition and prospects could suffer and the trading price of the Ordinary Shares could decline and you may lose all or part of your investment. Unless specified in the relevant risk factor below, we are not in a position to quantify the financial implication of any of the risks mentioned below. Further, some events may be material collectively rather than individually. We have described the risks and uncertainties that our management believes are material but the risks set out in this Letter of Offer may not be exhaustive and additional risks and uncertainties not presently known to us, or which we currently deem to be immaterial, may arise or may become material in the future. In making an investment decision, prospective investors must rely on their own examination of us and the terms of the Issue, including the merits and the risks involved. Prospective investors should consult their tax, financial and legal advisors about the particular consequences to you of an investment in the Issue. To obtain a complete understanding of our business, you should read this section in conjunction with the section entitled Our Business on page 81 and our financial statements. This Letter of Offer also contains forward-looking statements, which refer to future events that involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, and which may cause the actual results to be materially different from those expressed or implied by the forward-looking statements. For further details, please see the section entitled Forward-Looking Statements on page 10. Unless the context otherwise requires, references in this section to Tata Group are to the Tata Group of companies and references to our Company are to Tata Steel Limited, on a standalone basis and references to Tata Steel Group, our Group our and we, are to Tata Steel Limited, on a consolidated basis. Unless otherwise stated, the financial information used in this section is derived from our Company s limited reviewed consolidated financial statements as of and for the six month period ended September 30, 2017 and audited consolidated financial statements as of and for the year ended March 31, Risks Related to our Company and our Subsidiaries 1. The steel industry is affected by global economic conditions. Slower than expected or uneven growth of the global economy or a renewed global recession could have a material adverse effect on the steel industry and us. Our business and results of operations have been and continue to be affected by international, national and regional economic conditions. Following the global financial crisis in 2007 to 2009, the Eurozone crisis in 2009 to 2013 and the decline in commodity prices that began in 2014, there has been significant volatility in number of indicators, making it more difficult to forecast short and medium term growth. Rates of economic growth have significant impacts on substantial consumers of steel products, such as the automotive and the construction industries and declines in steel consumption caused by poor or unfavorable economic conditions in one or more of our major markets or by the deterioration of the financial condition of our key customers would have a material adverse effect on demand for our products and hence on our business and results of operations. Unfavourable economic conditions in any of our key markets could have a material adverse effect on our business, results of operations, financial condition and prospects. 2. The steel industry is highly cyclical and a decrease in steel prices may have a material adverse effect on our business, results of operations, prospects and financial condition. Steel prices are volatile, reflecting the highly cyclical nature of the global steel industry. Steel prices fluctuate based on a number of factors, such as the availability and cost of raw material inputs, fluctuations in domestic and international demand and supply of steel and steel products, worldwide production and capacity, fluctuation in the volume of steel imports, transportation costs, protective trade measures and various social and political factors, in the economies in which the steel producers sell their products and are sensitive to the trends of particular industries, such as the automotive, 11

14 construction, packaging, appliance, machinery, equipment and transportation industries, which are among the biggest consumers of steel products. When downturns occur in these economies or sectors, we may experience decreased demand for our products, which may lead to a decrease in steel prices, which may, in turn, have a material adverse effect on our business, results of operations, financial condition and prospects. Global steel prices fell sharply in 2008 as the global credit crisis led to a collapse in global demand. If there is weakness in sectors of the economy that are substantial consumers of steel products, such as the construction and automobile industries would also hurt steel producers. While steel prices have increased in recent years, they have been subject to fluctuation. Low steel prices adversely affect the businesses and results of operations of steel producers generally, including ours, resulting in lower revenue and margins and write downs of finished steel products and raw material inventories. In addition, the volatility, length and nature of business cycles affecting the steel industry have become increasingly unpredictable, and the recurrence of another major downturn in the industry may have a material adverse impact on our business, results of operations, financial condition and prospects. In addition, substantial decreases in steel prices during periods of economic weakness have not always been balanced by commensurate price increases during periods of economic strength. Any sustained price recovery will most likely require a broad economic recovery, in order to underpin an increase in real demand for steel products by end users. 3. Overcapacity and oversupply in the global steel industry may adversely affect our profitability. China is the largest steel producing country in the world by a significant margin, with the balance between its domestic production and demand being an important factor in the determination of global steel prices. In addition, Chinese steel exports may have a significant impact on steel prices in markets outside of China, including in the markets where we operate. Any production overcapacity and oversupply in the steel industry would likely cause increased competition in steel markets around the world which would likely lead to reduced profit margins for steel producers, and would also likely have a negative effect on our ability to increase steel production in general. No assurance can be given that we will be able to continue to compete in such an economic environment or that a prolonged stagnation of the global economy or production overcapacity will not have a material adverse effect on our business, results of operations, financial condition or prospects. 4. Developments in the competitive environment in the steel industry, such as consolidation among our competitors, could have a material adverse effect on our competitive position and hence our business, financial condition, results of operations or prospects. We believe that the key competitive factors affecting our business include product quality, changes in manufacturing technology, workforce skill and productivity, cash operating costs, pricing power with large buyers, access to funding, the degree of regulation and access to low-cost raw materials. Although we believe that we are a competitive steel producer, we cannot assure prospective investors that we will be able to compete effectively against our current or emerging competitors with respect to each of these key competitive factors. In the past, there have been instances of consolidation among our competitors. For example, the merger of Mittal Steel and Arcelor in 2006 created a company that continues to be the largest steel producer in the world. In 2012, Nippon Steel merged with Sumitomo Metal Corporation, creating the second largest steel producer in the world. Competition from global steel producers with expanded production capacities, new market entrants, especially from China and India, could result in significant price competition, declining margins and a reduction in revenue. For example, these companies may be able to negotiate preferential prices for certain products or receive discounted prices for bulk purchases of certain raw materials that may not be available to us. Further, recent changes in India s debt restructuring and insolvency laws, including the introduction of Insolvency and Bankruptcy Code, 2016, could also lead to consolidation among our competitors. In addition, our competitors may have lower leverage and stronger balance sheets. Larger competitors may also use their resources, which may be greater than ours, against us in a variety of ways, including by making additional acquisitions, investing more aggressively in product development and capacity 12

15 and displacing demand for our export products. The market is still highly fragmented, and if the trend towards consolidation continues, we could be placed in a disadvantageous competitive position relative to other steel producers and our business, results of operations, financial condition and prospects could be materially and adversely affected. In addition, a variety of known and unknown events could have a material adverse impact on our ability to compete. For example, changes in the level of marketing undertaken by competitors, governmental subsidies provided to foreign competitors, dramatic reductions in pricing policies, exporters selling excess capacity from markets such as China, Ukraine and Russia, irrational market behavior by competitors, increases in tariffs or the imposition of trade barriers could all affect our ability to compete effectively. Any of these events could have a material adverse impact on our business, results of operations, financial condition and prospects. 5. The steel industry is characterized by a high proportion of fixed costs and volatility in the prices of raw materials and energy, including mismatches between trends in prices for raw materials and steel, as well as limitations on or disruptions in the supply of raw materials, which could adversely affect our profitability. Steel production requires substantial amounts of raw materials and energy, including iron ore, coking coal and coke, scrap and power, which are subject to significant price volatility. The production of steel is capital intensive, with a high proportion of fixed costs to total costs. Consequently, steel producers generally seek to maintain high capacity utilization. If capacity exceeds demand, there is a tendency for prices to fall sharply if supply is largely maintained. Conversely, expansion of capacity requires long lead times so that, if demand grows strongly, prices increase rapidly, as unutilized capacity cannot be brought on line as quickly. The result can be substantial price volatility. While we have taken steps to reduce operating costs, such as entering into strategic joint ventures in India and overseas to secure supplies of raw materials and energy, we may be negatively affected by significant price volatility, particularly in the event of excess production capacity in the global steel market, and incur operating losses as a result. Volatility in the prices of raw materials and energy, including mismatches between trends in prices for raw materials and steel, and limitations on, or disruptions in, supply of raw materials could adversely affect our profitability. The availability and prices of raw materials may be negatively affected by, among other factors, new laws or regulations; suppliers allocations to other purchasers; business continuity of suppliers; interruptions in production by suppliers; accidents or other similar events at suppliers premises or along the supply chain; wars, natural disasters and other similar events; fluctuations in exchange rates; consolidation in steel-related industries; the bargaining power of raw material suppliers and the availability and cost of transportation. Although our Indian operations source a portion of their iron ore and coal requirements from captive mines and also have new mines under development, we currently obtain a significant majority of our raw materials requirements, including all raw materials for our operations in Europe, under supply contracts or from the spot market. The raw materials industry is highly concentrated and suppliers in recent years have had significant pricing power. Further consolidation among suppliers would exacerbate this trend. Since 2010, raw materials suppliers began to move towards sales based on quarterly prices rather than annually priced contracts under which steel producers face increased exposure to production cost and price volatility. This change may in turn reduce the steel producers access to reliable supplies of raw materials. Further, operations at some of our mines in India were disrupted in 2015 due to various reasons, including judicial orders and regulatory disputes. For further details, please see the section entitled Outstanding Litigation and Defaults beginning on page 320. Such disruptions forced us to purchase iron ore and coal on spot basis or rely on imports, resulting in increased raw material costs. In recent years, many steel companies have been focused on acquiring raw materials around the world in an effort to limit their exposure to the volatility and instability of the markets for raw materials. To the extent such companies use these raw materials in their own steel production, these acquisitions will further limit the supply of these raw materials available for purchase in the global markets. Any prolonged interruption in the supply of raw materials or energy, or failure to obtain adequate supplies of raw materials or energy at reasonable prices or at all, or increases in costs which we are unable to pass on to our customers, could have a material adverse effect on our business, financial condition, results of operations or prospects. Despite the high correlation between steel and raw material prices, with both having experienced significant declines during the global economic crisis, there can be no assurance that this correlation 13

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