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RNS Number : 0109X Tata Steel Limited 17 March 2026
Ref:
SEC/2114/2025-26
March 17, 2026
London Stock Exchange
London
Dear Madam, Sirs,
Sub: Outcome of Board meeting of Tata Steel Limited
The Board of Directors ('Board') of Tata Steel Limited ('Company') at its
meeting held today, i.e., Tuesday, March 17, 2026, considered and approved the
following:
1. Scheme of Amalgamation amongst Neelachal Ispat Nigam Limited and Tata
Steel Limited and their respective shareholders
Approved the Scheme of Amalgamation amongst Neelachal Ispat Nigam Limited, a
wholly owned subsidiary of the Company, and Tata Steel Limited and their
respective shareholders ('Scheme'). The Scheme will be implemented in terms of
Section(s) 230 to 232 of the Companies Act, 2013 read with the rules made
thereunder, Section 2(1B) of the Income-tax Act, 1961 and other applicable
laws, as amended from time to time. The Scheme is subject to the receipt of
necessary approvals, permissions, and sanctions of such authorities, as may be
necessary, as per applicable laws.
In terms of Regulations 30, 51 and other applicable provisions of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI
Listing Regulations') read with applicable SEBI Circulars, further details are
enclosed herewith as Annexure-1.
2. Investment through subscription to equity shares of T Steel Holdings Pte.
Ltd., wholly owned subsidiary company
Investment of funds up to USD 2 Billion (~₹18,488.10 crore), by way of
subscription to equity shares of T Steel Holdings Pte. Ltd ('TSHP'), wholly
owned foreign subsidiary of the Company, in one or more tranches, from
FY2026-27 onwards.
In terms of Regulations 30, 51 and other applicable provisions of the SEBI
Listing Regulations read with applicable SEBI Circulars, further details are
enclosed herewith as Annexure-2.
3. Acquisition of stake in Medica TS Hospital Private Limited, subsidiary
company
Acquisition of the following securities in Medica TS Hospital Private Limited
('Medica TS Hospital') a subsidiary company, from Manipal Hospitals Eastern
India Private Limited (formerly known as Medica Hospitals Private Limited),
for an aggregate consideration of
₹1.49 crore, subject to necessary approvals:
a) 7,40,000 equity shares of face value ₹10/- each, constituting 49%
equity stake in Medica TS Hospital; and
b) 2,30,05,182, - 0.01% Optionally Convertible Redeemable Preference Shares
constituting 31.85% of preference share stake of Medica TS Hospital.
Post the completion of the transaction, Medica TS Hospital will become a
wholly owned subsidiary of Tata Steel Limited.
In terms of Regulations 30, 51 and other applicable provisions of the SEBI
Listing Regulations, read with applicable SEBI Circulars, details of the said
acquisition are enclosed herewith as Annexure-3 and 4.
The Board meeting commenced at 2:00 p.m. (IST) and concluded at 5:15 p.m.
(IST).
The above disclosures are available on the website of the Company at
www.tatasteel.com (http://www.tatasteel.com)
The above disclosures are made in compliance with Regulation 30, 51 and other
applicable provisions of the SEBI Listing Regulations.
This is for your information and records.
Encl.: Annexures
Annexure - 1
Details of the Scheme of Amalgamation amongst Neelachal Ispat Nigam Limited
and Tata Steel Limited and their respective shareholders
SN Particulars Details
1. Name of the entity(ies) forming part of the amalgamation/ merger, details in Tata Steel Limited ('Transferee Company'/'Tata Steel')
brief such as, size, turnover etc.
Tata Steel having CIN - L27100MH1907PLC000260, is a public listed company
incorporated on August 26, 1907, under the provisions of the Indian Companies
Act, 1882 and is an existing company under the Companies Act, 2013. The
registered office of Tata Steel is situated at Bombay House, 24, Homi Mody
Street, Fort, Mumbai - 400001, Maharashtra.
Neelachal Ispat Nigam Limited ('Transferor Company'/'NINL'):
NINL having CIN - U27109OR1982PLC001050, is an unlisted public company
incorporated under the provisions of the Companies Act, 1956 and is an
existing company under the Companies Act, 2013. The registered office of NINL
is situated at Samabaya Bhawan, 4th Floor, Unit 9, Janpath, Bhoinagar, Khorda,
Bhubaneswar, Orissa, India, 751022. NINL is a wholly owned subsidiary of Tata
Steel.
As on March 31, 2025, the net assets and revenue (audited standalone) of Tata
Steel and NINL are as hereunder:
(in ₹ crore)
SN Name Net Asset Revenue from Operations
1. Tata Steel 1,26,731.94 1,32,516.66
2 NINL (2,365.81) 5,701.06
2. Whether the transaction would fall within related party transactions? If yes,
whether the same is done at "arm's length"
NINL is a wholly owned subsidiary of Tata Steel and consequently a related
party of Tata Steel.
However, pursuant to the clarifications provided in General Circular No.
30/2014 dated July 17, 2014, issued by the Ministry of Corporate Affairs, the
requirements of related party transaction in reference to Section 188 of the
Companies Act, 2013 are not applicable to this transaction.
Further, pursuant to Regulation 23 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended ('Listing Regulations'), the provisions of related party transactions
are not applicable to transactions between the holding company and its wholly
owned subsidiary where the accounts of the wholly owned subsidiary are
consolidated with such holding company and placed before shareholders of the
holding company for approval.
Accordingly, approvals for related party transactions under the Listing
Regulations and Companies Act, 2013 are not applicable to this transaction.
3. Area of business of the entity(ies);
Tata Steel i.e. the Transferee Company, is primarily 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.
NINL i.e. the Transferor Company operates an integrated steel plant located in
Duburi, Kalinganagar, Odisha, India with a rated crude steel production
capacity of 0.98 (zero point nine-eight) million tons per annum. It holds a
mining lease for a captive, fully mechanized open cast iron ore mine located
in Sundergarh and Keonjhar districts, Odisha.
4. Rationale for amalgamation/ merger A. NEED FOR THE SCHEME
The Transferee Company is one of the leading global steel companies, with over
100 (hundred) years of experience in the steel sector and is a pioneer of
steel manufacturing in India. The Transferor Company, which is a wholly owned
subsidiary company of the Transferee Company, is engaged in the manufacture of
billets and rebars through steel processing centres. The amalgamation will
consolidate the Transferor Company into and with the Transferee Company which
will result in operational efficiencies and business synergies. In addition,
the resulting simplified corporate holding structure will bring agility to
business ecosystem of the merged entity.
B. RATIONALE AND OBJECTIVE OF THE SCHEME
a) Both Tata Steel and NINL are engaged in similar and/or complementary
businesses and proposed amalgamation pursuant to this Scheme will create
synergies in the business of the merged entity. The amalgamation will
consolidate long products assets under a single entity unlocking opportunity
for creating shareholder value. Further, proposed amalgamation will lead to
simplification of group structure by eliminating multiple companies. The
proposed amalgamation will result in a simplification of the existing
corporate structure and eliminate administrative duplications, consequently
reducing the administrative costs of maintaining separate companies, while
reducing multiple legal and regulatory compliances.
b) Both Tata Steel and NINL believe that the financial, managerial and
technical resources, personnel, capabilities, skills, expertise and
technologies of both Tata Steel and NINL pooled in the merged entity, will
lead to optimum use of facilities infrastructure, rationalisation of cost in
the areas of operations and administrative overheads, thereby maximising
shareholder value of the merged entity.
C. SYNERGIES OF BUSINESS OF THE ENTITIES INVOLVED IN THE SCHEME
The proposed Scheme would result in the following synergies:
a) Simplified structure and management efficiency: In line with strategic
imperatives of simplification, synergy, scale, sustainability, and speed, the
proposed Scheme will simplify group holding structure, improve agility to
enable quicker decision making, eliminate administrative duplications,
consequently reducing administrative costs of maintaining separate entities.
b) Operational integration and better facility utilisation: The proposed
amalgamation will provide an opportunity for reduction of operational costs
through reduction of order management costs from pooling of orders, improved
sales and production planning. Further, a culture of sharing of best practices
and
cross-functional learnings, will be fostered which will promote greater
systemic efficiency.
c) Improving raw material security: The proposed amalgamation will ensure
improvement in raw material security for the merged entity. Iron ore sourced
from the mines of both NINL and Tata Steel can be used appropriately which can
enhance overall life of mines of the merged entity.
d) Centralized procurement and inventory management: Inventory management
and sourcing of stores, spares, MRO, and services can be managed centrally
which will increase scale or operations thereby improving negotiating power,
reducing sourcing and inventory management cost.
e) Rationalization of logistics cost: Consolidation and optimization of
stockyards could significantly reduce logistics and distribution costs for the
merged entity. Clubbing of cargoes may keep lower shipping costs, port
terminal charges and ocean freight.
f) Faster execution of projects in pipeline: The business of the
Transferor Company will be able to fast track growth projects by leveraging
Transferee Company's technical expertise and dedicated projects team.
g) Efficiency in working capital and cash flow management: The proposed
amalgamation will reduce inventory levels & improve vendor management
thereby releasing working capital from the system. Further, efficiency in debt
and cash management will improve enabling the access to cash flow generated
which can be deployed for growth and sustenance.
h) Improving customer satisfaction in long products segment: The proposed
amalgamation will consolidate the long products business under one umbrella.
Supply chain infrastructure and network will be integrated seamlessly
facilitating on time supplies and improved service levels, thereby enhancing
customer satisfaction.
i) Sharing of best practices in sustainability, safety, health and
environment: Adoption of improved safety, environment and sustainability
practices owing to a centralized committee at combined level to provide
focused approach towards safety, environment and sustainability practices
resulting in overall improvement. Further, overall technology maturity can be
enhanced by the merged entity through unfettered access to information
technology applications and systems of both NINL and Tata Steel.
5. In case of cash consideration - amount or otherwise share exchange ratio;
NINL is a wholly owned subsidiary of Tata Steel, the Transferee Company. Upon
the Scheme coming into effect, the entire paid-up equity and preference share
capital of NINL shall stand cancelled in its entirety without being required
to comply with the provisions of Section 66 of the Companies Act, 2013.
Further, the investment of the Transferee Company in the equity and preference
shares of NINL, 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 of the Transferee Company shall be issued, nor payment shall be
made in cash whatsoever by the Transferee Company in lieu of cancellation of
such equity and preference shares of NINL.
6. Brief details of change in shareholding pattern (i) Tata Steel:
(if any) of the listed entity.
Category Number of Shares and % of Voting Rights Pre-Arrangement Number of Shares and % of Voting Rights Post-Arrangement
Promoter & Promoter Group 414,36,55,145 414,36,55,145
33.19% 33.19%
Public 833,98,76,396 833,98,76,396
66.81% 66.81%
Total 1,248,35,31,541 1,248,35,31,541
100% 100%
(ii) NINL:
Category Number of Shares and % of Voting Rights Pre-Arrangement Number of Shares and % of Voting Rights Post-Arrangement
Promoter & Promoter Group 137,26,40,143 Nil
100%
Public -
Total 137,26,40,143
100%
Further, Tata Steel Limited holds 45,60,54,252
Non-Convertible Redeemable Preference Shares of ₹100/- each in NINL. These
securities will stand cancelled upon this Scheme becoming effective.
2.
Whether the transaction would fall within related party transactions? If yes,
whether the same is done at "arm's length"
NINL is a wholly owned subsidiary of Tata Steel and consequently a related
party of Tata Steel.
However, pursuant to the clarifications provided in General Circular No.
30/2014 dated July 17, 2014, issued by the Ministry of Corporate Affairs, the
requirements of related party transaction in reference to Section 188 of the
Companies Act, 2013 are not applicable to this transaction.
Further, pursuant to Regulation 23 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended ('Listing Regulations'), the provisions of related party transactions
are not applicable to transactions between the holding company and its wholly
owned subsidiary where the accounts of the wholly owned subsidiary are
consolidated with such holding company and placed before shareholders of the
holding company for approval.
Accordingly, approvals for related party transactions under the Listing
Regulations and Companies Act, 2013 are not applicable to this transaction.
3.
Area of business of the entity(ies);
Tata Steel i.e. the Transferee Company, is primarily 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.
NINL i.e. the Transferor Company operates an integrated steel plant located in
Duburi, Kalinganagar, Odisha, India with a rated crude steel production
capacity of 0.98 (zero point nine-eight) million tons per annum. It holds a
mining lease for a captive, fully mechanized open cast iron ore mine located
in Sundergarh and Keonjhar districts, Odisha.
4.
Rationale for amalgamation/ merger
A. NEED FOR THE SCHEME
The Transferee Company is one of the leading global steel companies, with over
100 (hundred) years of experience in the steel sector and is a pioneer of
steel manufacturing in India. The Transferor Company, which is a wholly owned
subsidiary company of the Transferee Company, is engaged in the manufacture of
billets and rebars through steel processing centres. The amalgamation will
consolidate the Transferor Company into and with the Transferee Company which
will result in operational efficiencies and business synergies. In addition,
the resulting simplified corporate holding structure will bring agility to
business ecosystem of the merged entity.
B. RATIONALE AND OBJECTIVE OF THE SCHEME
a) Both Tata Steel and NINL are engaged in similar and/or complementary
businesses and proposed amalgamation pursuant to this Scheme will create
synergies in the business of the merged entity. The amalgamation will
consolidate long products assets under a single entity unlocking opportunity
for creating shareholder value. Further, proposed amalgamation will lead to
simplification of group structure by eliminating multiple companies. The
proposed amalgamation will result in a simplification of the existing
corporate structure and eliminate administrative duplications, consequently
reducing the administrative costs of maintaining separate companies, while
reducing multiple legal and regulatory compliances.
b) Both Tata Steel and NINL believe that the financial, managerial and
technical resources, personnel, capabilities, skills, expertise and
technologies of both Tata Steel and NINL pooled in the merged entity, will
lead to optimum use of facilities infrastructure, rationalisation of cost in
the areas of operations and administrative overheads, thereby maximising
shareholder value of the merged entity.
C. SYNERGIES OF BUSINESS OF THE ENTITIES INVOLVED IN THE SCHEME
The proposed Scheme would result in the following synergies:
a) Simplified structure and management efficiency: In line with strategic
imperatives of simplification, synergy, scale, sustainability, and speed, the
proposed Scheme will simplify group holding structure, improve agility to
enable quicker decision making, eliminate administrative duplications,
consequently reducing administrative costs of maintaining separate entities.
b) Operational integration and better facility utilisation: The proposed
amalgamation will provide an opportunity for reduction of operational costs
through reduction of order management costs from pooling of orders, improved
sales and production planning. Further, a culture of sharing of best practices
and
cross-functional learnings, will be fostered which will promote greater
systemic efficiency.
c) Improving raw material security: The proposed amalgamation will ensure
improvement in raw material security for the merged entity. Iron ore sourced
from the mines of both NINL and Tata Steel can be used appropriately which can
enhance overall life of mines of the merged entity.
d) Centralized procurement and inventory management: Inventory management
and sourcing of stores, spares, MRO, and services can be managed centrally
which will increase scale or operations thereby improving negotiating power,
reducing sourcing and inventory management cost.
e) Rationalization of logistics cost: Consolidation and optimization of
stockyards could significantly reduce logistics and distribution costs for the
merged entity. Clubbing of cargoes may keep lower shipping costs, port
terminal charges and ocean freight.
f) Faster execution of projects in pipeline: The business of the
Transferor Company will be able to fast track growth projects by leveraging
Transferee Company's technical expertise and dedicated projects team.
g) Efficiency in working capital and cash flow management: The proposed
amalgamation will reduce inventory levels & improve vendor management
thereby releasing working capital from the system. Further, efficiency in debt
and cash management will improve enabling the access to cash flow generated
which can be deployed for growth and sustenance.
h) Improving customer satisfaction in long products segment: The proposed
amalgamation will consolidate the long products business under one umbrella.
Supply chain infrastructure and network will be integrated seamlessly
facilitating on time supplies and improved service levels, thereby enhancing
customer satisfaction.
i) Sharing of best practices in sustainability, safety, health and
environment: Adoption of improved safety, environment and sustainability
practices owing to a centralized committee at combined level to provide
focused approach towards safety, environment and sustainability practices
resulting in overall improvement. Further, overall technology maturity can be
enhanced by the merged entity through unfettered access to information
technology applications and systems of both NINL and Tata Steel.
5.
In case of cash consideration - amount or otherwise share exchange ratio;
NINL is a wholly owned subsidiary of Tata Steel, the Transferee Company. Upon
the Scheme coming into effect, the entire paid-up equity and preference share
capital of NINL shall stand cancelled in its entirety without being required
to comply with the provisions of Section 66 of the Companies Act, 2013.
Further, the investment of the Transferee Company in the equity and preference
shares of NINL, 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 of the Transferee Company shall be issued, nor payment shall be
made in cash whatsoever by the Transferee Company in lieu of cancellation of
such equity and preference shares of NINL.
6.
Brief details of change in shareholding pattern
(if any) of the listed entity.
(i) Tata Steel:
Category Number of Shares and % of Voting Rights Pre-Arrangement Number of Shares and % of Voting Rights Post-Arrangement
Promoter & Promoter Group 414,36,55,145 414,36,55,145
33.19% 33.19%
Public 833,98,76,396 833,98,76,396
66.81% 66.81%
Total 1,248,35,31,541 1,248,35,31,541
100% 100%
(ii) NINL:
Category Number of Shares and % of Voting Rights Pre-Arrangement Number of Shares and % of Voting Rights Post-Arrangement
Promoter & Promoter Group 137,26,40,143 Nil
100%
Public -
Total 137,26,40,143
100%
Further, Tata Steel Limited holds 45,60,54,252
Non-Convertible Redeemable Preference Shares of ₹100/- each in NINL. These
securities will stand cancelled upon this Scheme becoming effective.
Annexure - 2
Investment through subscription to equity shares of T Steel Holdings Pte.
Ltd., wholly owned subsidiary company
SN Particulars Details
1. Name of the target entity, details in brief such as size, turnover etc. T Steel Holdings Pte. Ltd. ('TSHP') is a wholly owned foreign subsidiary of
Tata Steel Limited ('Company'), incorporated in Singapore on July 5, 2006. The
primary business of TSHP includes holding of equity shares of indirect
overseas subsidiaries of Tata Steel Limited and other entities, excluding
banks.
Tata Steel Limited routes its investment into overseas businesses through
TSHP.
The total income, PAT and Net worth of TSHP as per the previous three years
audited financial statements are:
₹ crore
Particulars FY 2025 FY 2024* FY 2023
Total Income 58.31 640.37 1,089.60
PAT 0.21 (0.38) (4,366.70)
Net worth 48,677.05 44,342.94 19,699.87
* re-stated due to change in accounting policy
2. Whether the acquisition would fall within related party
transaction(s) and whether the promoter/ promoter group/ group companies have
any interest in the entity being acquired? If yes, Yes.
nature of interest and details thereof and whether the same is done at "arm's
length"
TSHP is a wholly owned foreign subsidiary of Tata Steel Limited.
With the proposed infusion of funds through subscription in equity shares
aggregating up to USD 2 Billion (approx. ₹18,488.10 crore), TSHP will
continue to be a wholly owned subsidiary of Tata Steel Limited.
The proposed fund infusion will be used by TSHP to support the overseas
subsidiaries for its business operations (including capex and restructuring
costs) and for repayment/prepayment of existing debt in multiple tranches.
The transaction(s) will be carried out in compliance with all applicable laws.
3. Industry to which the entity being acquired belongs Investment Holding Company.
4. Objects and impact of acquisition (including but not limited to, disclosure
of reasons for
acquisition of target entity, if its business is outside the main line of Tata Steel Limited proposes to infuse funds up to USD 2 Billion (approx.
business of the listed entity) ₹18,488.10 crore) in TSHP in the form of equity subscription.
The proposed fund infusion will be used by TSHP to support the overseas
subsidiaries for its business operations (including capex and restructuring
costs) and for repayment/prepayment of existing debt in multiple tranches.
With the above fund infusion, Tata Steel Limited will continue to hold 100%
equity shareholding in TSHP.
5. Brief details of any governmental or regulatory approvals required for
the
acquisition As per Foreign Exchange Management (Overseas Investment) Directions, 2022
prior approval from Reserve Bank of India ('RBI') will be required for
investment beyond USD 1 Billion in a financial year. Necessary approvals from
RBI will be obtained before executing the proposed transactions.
6. Indicative time period for completion of the acquisition
The fund infusion is proposed to be made from
FY 2026-27 onwards, in multiple tranches.
7. Consideration - whether cash consideration or share swap or any Cash consideration
other form and details of the same
8. Cost of acquisition and/or the price at which the shares are acquired USD 2 Billion (approx. ₹18,488.10 crore) through subscription in equity
shares of TSHP
9. Percentage of shareholding/ control acquired and/or number of shares
acquired
Tata Steel Limited holds 100% equity shareholding in TSHP.
Post the transaction, Tata Steel Limited will continue to hold 100% equity
shareholding in TSHP.
10. Brief background about the entity acquired in terms of products/line of Provided in Point 1 of this table.
business acquired, date of incorporation, history of last 3 years turnover,
country in which the acquired entity has presence and any other significant
information (in brief)
* re-stated due to change in accounting policy
2.
Whether the acquisition would fall within related party
transaction(s) and whether the promoter/ promoter group/ group companies have
any interest in the entity being acquired? If yes,
nature of interest and details thereof and whether the same is done at "arm's
length"
Yes.
TSHP is a wholly owned foreign subsidiary of Tata Steel Limited.
With the proposed infusion of funds through subscription in equity shares
aggregating up to USD 2 Billion (approx. ₹18,488.10 crore), TSHP will
continue to be a wholly owned subsidiary of Tata Steel Limited.
The proposed fund infusion will be used by TSHP to support the overseas
subsidiaries for its business operations (including capex and restructuring
costs) and for repayment/prepayment of existing debt in multiple tranches.
The transaction(s) will be carried out in compliance with all applicable laws.
3.
Industry to which the entity being acquired belongs
Investment Holding Company.
4.
Objects and impact of acquisition (including but not limited to, disclosure
of reasons for
acquisition of target entity, if its business is outside the main line of
business of the listed entity)
Tata Steel Limited proposes to infuse funds up to USD 2 Billion (approx.
₹18,488.10 crore) in TSHP in the form of equity subscription.
The proposed fund infusion will be used by TSHP to support the overseas
subsidiaries for its business operations (including capex and restructuring
costs) and for repayment/prepayment of existing debt in multiple tranches.
With the above fund infusion, Tata Steel Limited will continue to hold 100%
equity shareholding in TSHP.
5.
Brief details of any governmental or regulatory approvals required for
the
acquisition
As per Foreign Exchange Management (Overseas Investment) Directions, 2022
prior approval from Reserve Bank of India ('RBI') will be required for
investment beyond USD 1 Billion in a financial year. Necessary approvals from
RBI will be obtained before executing the proposed transactions.
6.
Indicative time period for completion of the acquisition
The fund infusion is proposed to be made from
FY 2026-27 onwards, in multiple tranches.
7.
Consideration - whether cash consideration or share swap or any
other form and details of the same
Cash consideration
8.
Cost of acquisition and/or the price at which the shares are acquired
USD 2 Billion (approx. ₹18,488.10 crore) through subscription in equity
shares of TSHP
9.
Percentage of shareholding/ control acquired and/or number of shares
acquired
Tata Steel Limited holds 100% equity shareholding in TSHP.
Post the transaction, Tata Steel Limited will continue to hold 100% equity
shareholding in TSHP.
10.
Brief background about the entity acquired in terms of products/line of
business acquired, date of incorporation, history of last 3 years turnover,
country in which the acquired entity has presence and any other significant
information (in brief)
Provided in Point 1 of this table.
Note: USD to INR exchange rate assumed for reporting the proposed investments
in TSHP is taken as ₹92.4405 per USD as published by Reserve Bank of India
on March 13, 2026
Annexure - 3
Acquisition of stake in Medica TS Hospital Private Limited by Tata Steel
Limited:
SN Particulars Details
1. Name of the target entity, details in brief such as size, turnover etc. Target entity: Medica TS Hospital Private Limited ('Medica TS Hospital') is a
subsidiary of Tata Steel Limited ('Company'). It was incorporated under the
Companies Act, 1956 and is an existing company under the Companies Act, 2013.
Medica TS Hospital owns and operates a multi-speciality hospital in the
Kalinganagar Industrial complex, Odisha, having an existing capacity of 100
beds.
Turnover for last 3 financial years is as below:
Financial Year Amount (₹ in crore)
2022-23 22.99
2023-24 36.59
2024-25 33.17
Further, the PAT for FY2025 was ₹(2.19) crore and Net worth for FY2025 was
₹43.68 crore.
2. Whether the acquisition would fall within related party No. The share purchase of Medica TS Hospital is being undertaken with a party
transaction(s) and whether the promoter/promoter group/ group companies have that is not a related party or part of the promoter/ promoter group of the
any interest in the entity being Company. Therefore, this does not qualify as a related party transaction.
acquired? If yes, nature of interest and details thereof and whether the same
is done at "arm's length"
3. Industry to which the entity being acquired belongs. Medical Services Industry (Hospital)
4. Objects and impact of acquisition (including but not limited to, disclosure of The hospital is the only multi-speciality facility in Kalinganagar and is
reasons for critical for healthcare access for Tata Steel's employees, contract workers,
acquisition of target entity, if its business is outside the main line of their families, and the local community. Acquiring full control of the
business of the listed entity) hospital operations will enable Tata Steel to strengthen access to healthcare
in the Kalinganagar region.
5. Brief details of any governmental or regulatory approvals required for the None
acquisition
6. Indicative time period for completion of the acquisition The transaction is expected to be completed within 1 month, subject to
necessary approvals.
7. Consideration - whether cash consideration or share swap or Cash consideration
any other form and details of the same
8. Cost of acquisition and/or the price at which the shares are acquired ₹1,49,00,000
9. Percentage of shareholding/ control acquired and/or number of shares Enclosed as Annexure 4.
acquired
10. Brief background about the entity acquired in terms of products/line of Please refer point 1.
business acquired, date of incorporation, history of last 3 years turnover,
country in which the acquired entity has presence and any other significant
information (in brief).
( )
Further, the PAT for FY2025 was ₹(2.19) crore and Net worth for FY2025 was
₹43.68 crore.
2.
Whether the acquisition would fall within related party
transaction(s) and whether the promoter/promoter group/ group companies have
any interest in the entity being
acquired? If yes, nature of interest and details thereof and whether the same
is done at "arm's length"
No. The share purchase of Medica TS Hospital is being undertaken with a party
that is not a related party or part of the promoter/ promoter group of the
Company. Therefore, this does not qualify as a related party transaction.
3.
Industry to which the entity being acquired belongs.
Medical Services Industry (Hospital)
4.
Objects and impact of acquisition (including but not limited to, disclosure of
reasons for
acquisition of target entity, if its business is outside the main line of
business of the listed entity)
The hospital is the only multi-speciality facility in Kalinganagar and is
critical for healthcare access for Tata Steel's employees, contract workers,
their families, and the local community. Acquiring full control of the
hospital operations will enable Tata Steel to strengthen access to healthcare
in the Kalinganagar region.
5.
Brief details of any governmental or regulatory approvals required for the
acquisition
None
6.
Indicative time period for completion of the acquisition
The transaction is expected to be completed within 1 month, subject to
necessary approvals.
7.
Consideration - whether cash consideration or share swap or
any other form and details of the same
Cash consideration
8.
Cost of acquisition and/or the price at which the shares are acquired
₹1,49,00,000
9.
Percentage of shareholding/ control acquired and/or number of shares
acquired
Enclosed as Annexure 4.
10.
Brief background about the entity acquired in terms of products/line of
business acquired, date of incorporation, history of last 3 years turnover,
country in which the acquired entity has presence and any other significant
information (in brief).
Please refer point 1.
( )
Annexure 4
Name of shareholder Pre-acquisition Post-acquisition
No. of shares % No. of shares %
Equity
Tata Steel Limited 7,70,200 51.00 15,10,200 100.00
Manipal Hospitals Eastern India Private Limited 7,40,000 49.00 - -
Total 15,10,200 100.00 15,10,200 100.00
Optionally Convertible Redeemable Preference Shares
Tata Steel Limited 4,92,29,800 68.15% 7,22,34,982 100.00
Manipal Hospitals Eastern India Private Limited 2,30,05,182 31.85% - -
Total 7,22,34,982 100.00 7,22,34,982 100.00
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