Kamineni Hospitals Private Limited proposes to acquire 52,25,161 equity shares, representing 9.30% of the equity share capital of Oil Country Tubular Limited , from United Steel Allied Industries Private Limited.

The transaction, valued at ₹31.35 crore, is structured as an inter-se transfer under Regulation 10(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The acquisition price is set at ₹60.00 per fully paid-up equity share.

Transaction Rationale and Structure

The share transfer serves as partial settlement of a debt obligation. United Steel Allied Industries owes ₹36.30 crore to Kamineni Hospitals. As per the settlement agreement dated September 22, 2026, the proposed transfer covers ₹31.35 crore of this liability.

The acquisition is expected to be completed after September 25, 2026, following the expiry of four working days from the intimation date of September 21, 2026. The deal falls under Regulation 10(1)(a)(iii), exempting the acquirer from making an open offer.

Promoter Group Dynamics

Although Kamineni Hospitals is not directly named as a promoter entity of Oil Country Tubular in filed shareholding patterns, both entities are controlled by the same family group. Five family members collectively hold 57.78% of United Steel Allied Industries and 70.98% of Kamineni Hospitals.

These individuals are disclosed as promoter group shareholders of Oil Country Tubular under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The common shareholders include Vasundhara Kamineni, Satyasree Kamineni, Ushasree Bandaru, Gayatri Devi Kamineni, and Bhargavi Kamineni.

Shareholding Impact

The transaction will reduce United Steel Allied Industries' holding from 38.17% (2,14,44,165 shares) to 28.87% (1,62,19,004 shares). Kamineni Hospitals will move from nil holding to 9.30%.

What the Numbers Show

The acquisition price of ₹60.00 per share represents a premium of approximately 1.23% over the volume-weighted average market price of ₹59.269 recorded over the preceding 60 trading days. This minimal premium suggests the valuation is closely aligned with recent market trading levels rather than reflecting a control premium typically seen in block deals.

Furthermore, the use of equity shares to settle a cash debt indicates a restructuring of balance sheet liabilities within the promoter group. By converting ₹31.35 crore of receivables into equity stakes, Kamineni Hospitals reduces its credit exposure to United Steel Allied Industries while consolidating its indirect influence over Oil Country Tubular.

Oil Country Tubular Limited concluded its 40th Annual General Meeting (AGM) on August 12, 2026, with shareholders formally adopting the audited financial statements for the fiscal year ended March 31, 2026. The meeting, conducted via video conference and other audio-visual means in compliance with Ministry of Corporate Affairs and SEBI circulars, also addressed key governance matters including the re-appointment of retiring directors.

The primary agenda item involved the adoption of the Audited Balance Sheet, Profit and Loss Account, and Cash Flow Statement for FY26, along with the Director’s Report and Auditor’s Report. Shareholders passed this as an ordinary resolution, formally closing the books for the fiscal year. The statutory auditors and secretarial auditors issued unqualified reports without any adverse observations or comments.

Governance Changes

The AGM focused on continuity in leadership through the re-appointment of two key directors who retired by rotation:

• Paruchuri Dheeraj Chowdary: Re-appointed as a director. Additionally, shareholders passed a special resolution to redesignate him from Non-Executive and Non-Independent Director to Whole-Time Director, along with approval of his remuneration.
• Shri Puja Kamineni: Re-appointed as a Non-Executive Director.

K. Suryanarayana, Chairman of the company, presided over the proceedings. Other directors present included Independent Directors Sunil Tandon, M. Siva Ram Prasad, T. Yoganand, V. V. Parlikar, and Mrs. K. Uma Kumari, as well as Non-Executive Director Shashidhar Kamineni. Financial Controller Rama Muni Reddy and senior management officials were also in attendance.

Voting Results

Detailed voting data released by the company shows strong support from the promoter group across all resolutions. The promoter group, holding 24,554,431 shares, voted 100% in favor of all four resolutions. Public non-institutional shareholders also showed significant support, with over 98% of polled votes cast in favor for each resolution.

Note: For Resolution 3, Mrs. Shri Puja Kamineni’s holding of 499,000 equity shares was excluded from the voting entitlement as she is an interested party.

Shareholder Engagement

During the question-and-answer session, shareholders raised queries regarding the company’s operational outlook. Key topics included future performance projections, availability of working capital facilities, current order inflows, and projected turnover for FY27. Investors also sought clarity on the roadmap for the Defence and Aerospace business through the Engineering Division.

Paruchuri Dheeraj Chowdary and Mr. Praveen Babu addressed these queries, providing insights into the company’s strategic direction and operational status. The Company Secretary noted that all member questions were satisfactorily addressed during the session.

Mrs. Manjula Aleti, Practicing Company Secretary, served as the scrutinizer for the remote e-voting process. The consolidated voting results and the Scrutinizer’s Report were made available on the company’s website and submitted to the BSE and NSE.