Tata Capital Issues Postal Ballot Notice for Rs. 15,060 Crore Material Related Party Transaction with Tata Steel for FY 2026-27

Tata Capital Limited has issued a Postal Ballot Notice dated April 23, 2026, seeking approval from its equity shareholders for material related party transactions with Tata Steel Limited for an aggregate value of up to Rs. 15,060 crore for FY 2026-27. The notice has been issued pursuant to Regulations 30 and 50(2) read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The resolution is proposed to be passed by equity shareholders through remote e-voting only, in compliance with applicable MCA Circulars and SEBI Listing Regulations.

Proposed Transaction Details

The Audit Committee of Tata Capital has reviewed and accorded approval for the proposed material related party transactions with Tata Steel for FY 2026-27. The aggregate transaction value of Rs. 15,060 crore is broken down as follows:

Sr. No. Nature of Transactions Amount (Rs. in crore) 1 Finance facilities (Factoring, Leasing, etc.) 15,020 2 Purchase of products/goods/assets 40 Total 15,060

The proposed transaction value represents 47.75% of Tata Capital's annual consolidated turnover for FY 2025-26, and 5.62% of the book size (net) of Rs. 2,68,203.09 crore as on March 31, 2026. It also represents 6.89% of Tata Steel's annual consolidated turnover for FY 2024-25.

Relationship Between the Entities

Tata Steel Limited is an associate of Tata Sons Private Limited (TSPL), the holding company and promoter of Tata Capital. TSPL holds 78.8% of the equity share capital of Tata Capital and 31.76% equity share capital of Tata Steel as on March 31, 2026. Tata Capital itself holds 0.05% of the equity share capital of Tata Steel, while Tata Steel holds nil equity shareholding in Tata Capital. In view of this holding structure, Tata Steel is classified as a related party of Tata Capital and its subsidiaries under the Companies Act, 2013 and SEBI Listing Regulations.

The materiality threshold for related party transactions applicable to Tata Capital is Rs. 2,577 crore, based on the criteria under Regulation 23 of SEBI Listing Regulations. The proposed transactions exceed this threshold, thereby requiring prior shareholder approval by way of an ordinary resolution.

Nature of Transactions and Prior Year Performance

Tata Capital is engaged, among other activities, in lease financing, factoring of receivables, and other financing activities. Under the factoring arrangement, Tata Steel discounts sales receivables from its distributors, dealers, and original equipment manufacturers with Tata Capital, paying discounting charges in return. Under the leasing arrangement, Tata Capital extends lease facilities to Tata Steel for IT assets, passenger cars, capital goods, commercial vehicles, and other assets, for which Tata Steel pays lease rentals. Tata Capital may also purchase certain products, goods, or assets from Tata Steel.

The following table summarises the transactions undertaken between Tata Capital and Tata Steel during FY 2025-26:

Nature of Transactions FY 2025-26 Amount (Rs. in crore) Receivables Factored during the period 8,490.48 Interest Income through Factoring 36.92 Finance Lease Facility provided during the period 0.20 Interest Income on Finance Lease 0.19 Operating Lease rental income 5.53 Purchase of Fixed Assets 7.24 Total (Tata Capital Limited) 8,540.56 Interest Income on Debentures (Tata Capital Pte. Limited – subsidiary) 1.45 Total (Subsidiary) 1.45

The cumulative value of factoring and leasing transactions undertaken by Tata Capital with Tata Steel during FY 2025-26 aggregated to approximately Rs. 8,490.68 crore, while the corresponding revenue to Tata Capital from such transactions was Rs. 36.94 crore.

Financial Profile of Tata Steel (FY 2024-25)

The following key financial metrics of Tata Steel for FY 2024-25 have been disclosed as part of the explanatory statement:

Particulars Amount (Rs. in crore) Turnover 2,18,542.51 Profit After Tax 3,173.78 Net Worth 87,770.44

Tata Steel carries a credit rating of AAA; Stable from India Ratings and AA+; Stable from CARE Ratings. No defaults have been reported on borrowings over the last three financial years, and the company has not been classified as a non-performing asset by any banker.

Voting Schedule and Process

The postal ballot process will be conducted exclusively through remote e-voting via NSDL. Key details of the voting process are as follows:

Parameter Details Voting Starts Wednesday, May 6, 2026, at 9:00 a.m. (IST) Voting Ends Thursday, June 4, 2026, at 5:00 p.m. (IST) Cut-Off Date May 1, 2026 Scrutinizer Mr. P. N. Parikh (FCS No. 327; COP No. 1228) or Ms. Jigyasa N. Ved (FCS No. 6488; COP No. 6018), M/s. Parikh & Associates E-voting Platform NSDL ( www.evoting.nsdl.com ) E-mail Registration Deadline May 25, 2026, at 5:00 p.m. (IST)

Members whose names appear in the Register of Members as on the Cut-Off Date of May 1, 2026, are eligible to vote. Voting rights are in proportion to the paid-up equity share capital held as on the Cut-Off Date. Cumulative Redeemable Preference Shares (CRPS) holders are not eligible to vote on this resolution. As per SEBI Listing Regulations, related parties as defined thereunder shall not vote to approve the resolution under Item No. 1. The Board has recommended the ordinary resolution for approval of the members, based on the consideration and approval of the Audit Committee. The notice is signed by Sarita Kamath, Chief Legal and Compliance Officer & Company Secretary, Tata Capital Limited.

Tata Capital Limited has announced its audited standalone and consolidated financial results for the quarter and year ended March 31, 2026. The company reported robust performance with 28% YoY growth in Net Assets Under Management (AUM) to ₹2,51,885 Cr (excluding Motor Finance) and 51% YoY growth in Profit After Tax (PAT) to ₹1,459 Cr for Q4FY26. The investor presentation and audio recording of the earnings conference call held on April 23, 2026, are now available on the company's official website.

Q4FY26 Performance Highlights

Particulars Excluding Motor Finance Including Motor Finance Net AUM ₹2,51,885 Cr (28% YoY) ₹2,77,275 Cr (6% QoQ) PAT ₹1,459 Cr (51% YoY) ₹1,502 Cr (16% QoQ) Annualized Credit Cost 0.8% 0.9% GNPA 1.5% 2.0% NNPA 0.5% 0.9% Annualized ROA 2.5% 2.3% Annualized ROE 14.6% 13.9%

Asset Quality and Ratios

The company demonstrated prudent risk management with stable asset quality metrics. Gross Non-Performing Assets (GNPA) stood at 1.5% and Net Non-Performing Assets (NNPA) at 0.5% (excluding Motor Finance), showing improvement from 1.6% and 0.6% respectively in Q3FY26. Including Motor Finance, GNPA improved to 2.0% from 2.2% in Q3FY26, while NNPA stood at 0.9% versus 1.0% in the previous quarter.

The annualized credit cost declined to 0.8% (excluding Motor Finance) compared to 1.0% in Q3FY26, reflecting effective risk management. The cost to income ratio remained efficient at 36.1% for the quarter.

Business Segment Performance

SME loans emerged as the largest segment with Net AUM of ₹75,965 Cr, representing 27.4% of the total portfolio. Home loans followed with ₹44,203 Cr (15.9% share), while loans against property stood at ₹38,812 Cr (14.0% share). Personal and business loans recorded Net AUM of ₹25,053 Cr, comprising 9.0% of the portfolio.

The company's subsidiary, Tata Capital Housing Finance Limited (TCHFL), delivered strong performance with 29% YoY growth in Net AUM to ₹86,653 Cr and 34% YoY increase in PAT to ₹527 Cr. TCHFL maintained best-in-class asset quality with GNPA at 0.7% and NNPA at 0.3%.

Regulatory Compliance

The disclosure has been made pursuant to Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The communication was signed by Sarita Kamath, Chief Legal and Compliance Officer & Company Secretary of Tata Capital Limited, on April 23, 2026.

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