General Announcement::Share Subscription Agreement with JSW Paints Private Limited

Ref: JSWSL: SECT: MUM: 2021-22
July 23, 2021
1.	National Stock Exchange of India Ltd.	2.	BSE Limited
	Exchange Plaza		Corporate Relationship Dept.
	Plot No. C/1, G Block		Dalal Street, Mumbai - 400 001.
	NSE Symbol: JSWSTEEL		Scrip Code No.500228.
	Kind Attn.: Mr. Hari K, President (Listing)		Kind Attn: The General Manager
			(CRD).

Subject: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular CIR/CFD/CMD/4/2015 dated September 09, 2015

Dear Sir,

In terms of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") read with Part A of Schedule III of Listing Regulations, and as informed vide our press release submitted earlier today, the Board of Directors of the Company had approved to make a strategic investment of approximately INR 750,00,00,000 in JSW Paints Private Limited ("JSW Paints") in 3-4 tranches between FY 2021-22 to FY 2024-25 ("Strategic Investment"). In the first tranche of the Strategic Investment, the Company shall invest INR 299,99,99,775 and subscribe to equity shares equivalent to approximately 7.5% of the issued and paid-up equity capital of JSW Paints and 6.88% on a fully diluted basis, by end of Q2 of FY 2021-22.

In furtherance of the same, the Company has entered into a Share Subscription Agreement with JSW Paints on 23.07.2021 to record the terms of the Strategic Investment, including the terms on which the Company shall acquire equity shares equivalent to approximately 7.5% of the issued and paid-up equity capital of JSW Paints and 6.88% on a fully diluted basis, in the first tranche of the Strategic Investment, and the rights and obligations of the Company and JSW Paints.

The details required under Regulations 30 of the Listing Regulations read with SEBI circular no CIR/CFD/CMD/4/2015 dated September 09, 2015 are enclosed herewith and marked as Annexure A.

Thanking You,

Yours faithfully,	cc: Singapore Exchange Securities Trading
For JSW Steel Limited,	Limited
	11 North Buona Vista Drive,
	#06-07, The Metropolis Tower 2,
Lancy Varghese	Singapore 138589
Company Secretary

Annexure A

Disclosure of acquisition (including agreement to acquire) in terms of Listing Regulations read with Part A Schedule III of the Listing Regulations

Sl. No.

Particulars

Details

1. Name of the target entity, JSW Paints Private Limited is a private limited details in brief such as size, company incorporated under the provisions of

	turnover etc	Companies Act, 2013 with its registered office at
		Jindal Mansion, 5A, Dr. G. Deshmukh Marg,
		Mumbai- 400 026.
		JSW Paints is engaged in the business of
		manufacturing, distribution, sales and services of
		industrial and decorative paints.
		It has an automated coil coatings facility at Vasind,
		Maharashtra and an automated water based decorative
		paints facility at Vijayanagar, Karnataka.
		Turnover of JSW Paints was INR 430.48 crores for the
		financial year ending March 31, 2021.
2.	Whether the acquisition would	The Company and JSW Paints are related parties. JSW
	fall within related party	Paints is part of the group of companies owned and
	transaction and whether the	controlled by the promoter group of the Company.
	promoter/ promoter group have
	any interest in the entity being	The investment has been approved by the Audit
	acquired?	Committee and the Board of Directors of the Company
		in terms of the applicable provisions under the
	If yes, nature of interest and	Companies Act, 2013 read with the relevant rules
	details thereof and whether the	thereunder and the Listing Regulations.
	same is done at "arm's length"
		In the first tranche of the Strategic Investment, the
		Company is acquiring 1,62,16,215 equity shares of
		JSW Paints on arm's length basis for a consideration
		of INR 299,99,99,775, calculated on the basis of share
		price of INR 185 per equity share including a share
		premium of INR 175 per equity share.
		The Company has obtained a valuation report from
		one of the big four accounting firms to determine the
		minimum issue price of the aforesaid equity shares.
		The Accounting Firm has followed valuation
		methodology generally adopted in the industry.

The Company shall acquire shares in the remaining tranches of the Strategic Investment based on a valuation exercise to be undertaken at the relevant time in accordance with the Companies Act, 2013, and by one of the big four accounting firms.

3. Industry to which entity being Chemicals acquired belongs

4.	Objects	and	effect	of	By way of the Strategic Investment, the Company and
	acquisition (including but	not	JSW Paints shall collaborate towards product
	limited to, disclosure of reasons	development, new technologies, and preferred
	for acquisition of target entity,	relationship for supplies in the area of coil coatings.
	if the business is outside the	JSW Paints would invest to create incremental
	main line of business of the	capacity for industrial paints as required by the
	listed entity).			Company.
					The investment is part of the Company's strategy to
					ensure continuous supply of paints at market driven
					rates, gain a competitive advantage in the coil coating
					market. In addition, JSW Paints has been able to make
					inroads into the fast growing and lucrative decorative
					paints market, which will be value-accretive. Also,
					many of the paint retailers can be potential retailers for
					JSW Steel coated products enhancing the retail foot
					print for steel products.
5.	Brief details of any government	None
	and	regulatory	approvals
	required for the acquisition.
6.	Indicative time-period for	The first tranche of the Strategic Investment shall be
	completion of the acquisition	completed in phases by end of Q2 FY 2021-22.

The Company shall complete the remaining tranches of the Strategic Investment during the period F.Y.2022-23 to F.Y.2024-25.

7. Nature of consideration- Cash whether cash consideration or share swap and details of the same

8.	Cost of acquisition or the price	INR 299,99,99,775 in respect of the first tranche of the
	at which shares being acquired	Strategic Investment.
		Approximately INR 750,00,00,000 in the aggregate, in
		respect of all the tranches of the Strategic Investment.

Sl. Particulars	Details
No.

9. Percentage of shareholding/ control acquired and/ or number of shares acquired.

10. Brief background about the entity acquired in terms of product/ line of business acquired, date of incorporation, history of last three years turnover, country in which acquired entity has presence and other significant information

In the first tranche, the Company shall subscribe to equity shares equivalent to 7.5% of the issued and paid-up equity share capital of JSW Paints and 6.88% on a fully diluted basis.

The aggregate percentage of shareholding to be acquired by the Company in JSW Paints across all tranches of the Strategic Investment shall be calculated based on the valuation to be undertaken at the relevant time, in accordance with the Companies Act, 2013, and by one of the big four accounting firms.

JSW Paints is a private limited company fully owned and controlled by Sajjan Jindal family trust. JSW Paints is engaged in the business of manufacturing, distribution, sales and services of industrial and decorative paints.

Date of incorporation: February 25, 2016.

As JSW Paints started its commercial production in April 2019 only, turnover of the last two years was:

Financial year 2020-21: INR 430.48 crores

Financial year 2019-20: INR 203.93 crores

Presence in countries: India