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REG - Tata Steel Limited - Disclosure under Reg 30&51 of SEBI LODR, 2015

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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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