Acquisition

July 13, 2026 To, To, The Listing Department The Listing Department BSE Limited, National Stock Exchange of India Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Exchange Plaza, Bandra Kurla Complex, Mumbai – 400001 Bandra (East), Mumbai – 400051 Scrip Code: 544574 Symbol: TATACAP Dear Sir/ Madam, Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”). Pursuant to Regulation 30 read with Schedule III of the SEBI Listing Regulations, we wish to inform you that the Board of Directors of Tata Capital Limited (“Company”), at its meeting held today, i.e., July 13, 2026, has inter alia approved the execution, delivery and performance of a Securities Subscription and Purchase Agreement (“SSPA”) between the (i) Company, (ii) Yogakshemam Loans Limited (“Target”) and (iii) Mr. Unnikrishnan Idicharm Veetil, Mrs. Sathyalakshmy M, Mr. Abhijith Unnikrishnan, Mr. Ramachandran Ottapathu, Mrs. Jalajkumari Ramachandran, Ms. Vidya Sanooj and Mr. Sathianarayanan M (collectively, the “Sellers”). Pursuant to the SSPA, the Company has agreed to acquire approximately 88.6% of the issued and paid-up share capital (on a fully diluted basis) of the Target by way of (a) purchase of equity shares from the Sellers, and (b) subscription to equity shares of the Target, subject to satisfaction of customary conditions including receipt of requisite approvals. Upon completion of the transaction contemplated under the SSPA, the Target will become a subsidiary of the Company. The details of the acquisition, as required under the SEBI Listing Regulations read with the SEBI Master Circular dated July 11, 2023 (last updated on January 30, 2026) bearing reference number SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 (“Master Circular”), are set forth in Annexure A. Further, a press release and a presentation containing the details of the said transaction are also enclosed as Annexure B. The meeting of the Board commenced at 8:00 a.m. and concluded at 09:05 a.m. Kindly take the same on record. Thanking You. Yours faithfully, For Tata Capital Limited Sarita Kamath Chief Legal and Compliance Officer & Company Secretary Encl: As above Annexure A The details as required under Regulation 30 and Schedule III of the SEBI Listing Regulations read with the Master Circular are as under: Sr. Particulars Description 1. Name of the target entity, details in Yogakshemam Loans Limited (“Target”) is a public brief such as size, turnover, etc. limited company, incorporated under the laws of India bearing corporate identification number U65992KL1991PLC005965 with its registered office at Door No. 28/315-D2, Ottaphathu Tower, Aswini Junction, Thiruvambadi P.O., Thrissur, Kerala 680022. As per the audited financial statements of the Target for FY 2025-26, it has generated a turnover of ₹14,038.53 Lakhs, with a profit after tax of ₹1,421.20 Lakhs. As on March 31, 2026, the Target had assets under management of approximately ₹708 crore. 2. Whether the acquisition would fall The acquisition is not a related party transaction of within related party transaction(s) and Tata Capital Limited (“Company”) and the promoter whether the promoter / promoter / promoter group / group companies of the group / group companies have any Company do not have any interest in the Target. interest in the entity being 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 Non-Banking Financial Company acquired belongs. 4. Objects and impact of acquisition The acquisition is aligned with the Company's (including but not limited to, disclosure strategy of expanding and diversifying its retail of reasons for acquisition of target lending portfolio in India and provides access to an entity, if its business is outside the established gold loan platform with an existing main line of business of the listed branch network, customer franchise and entity). experienced management team. Sr. Particulars Description 5. Brief details of any governmental or The proposed acquisition would be subject to a prior regulatory approvals required for the approval of the Reserve Bank of India. acquisition. 6. Indicative time period for completion The acquisition contemplated under the Securities of the acquisition. Subscription and Purchase Agreement dated July 13, 2026 (“SSPA”), is expected to be completed within 8 (eight) months from the execution of the SSPA, subject to satisfaction of customary conditions precedent including the regulatory approvals as mentioned above being procured. 7. Consideration – whether cash Cash consideration consideration or share swap or any other form and details of the same. 8. Cost of acquisition and/or the price at (a) The consideration payable by the Company for which the shares are acquired. purchase of equity shares from the Sellers will be determined in accordance with the terms of the SSPA, based inter alia on the net worth of the Target as at September 30, 2026 (b) The Company will subscribe to equity shares of the Target for an aggregate consideration of approximately ₹93 crore in each case, subject to a pre-money equity valuation of the Target not exceeding ₹318 crore. 9. Percentage of shareholding / control Upon completion of the transaction contemplated acquired and/or number of shares under the SSPA, the Company will acquire acquired. approximately 88.6% of the issued and paid-up share capital (on a fully diluted basis) of the Target. 10. Brief background about the entity Brief background: The Target is an unlisted non- acquired in terms of products / line of banking financial company categorised as a ‘Base business acquired, date of Layer’ entity primarily engaged in the gold loan incorporation, history of last 3 years business. As at March 31, 2026, the Target had turnover, country in which the assets under management of approximately ₹708 acquired entity has presence and any crore and operated through a branch network other significant information (in brief) across Kerala, Karnataka, Tamil Nadu and Andhra Pradesh. Date of Incorporation: February 13, 1991 Turnover: Year Turnover (INR Lakhs) FY 2023-24 11,622.25 FY 2024-25 12,996.70 Sr. Particulars Description FY 2025-26 14,038.53 Country of Presence: India PRESS RELEASE Annexure B Tata Capital Enters Gold Loans Through Acquisition of Yogloans Acquisition enables Tata Capital to enter the gold loan business through an established platform with a proven operating track record Mumbai, July 13, 2026: Tata Capital Limited ("TCL"), the flagship financial services company of the Tata Group, today announced that its Board of Directors has approved the proposed acquisition of Yogakshemam Loans Limited ("Yogloans"), an RBI-registered non-banking financial company primarily focused on gold loans. The acquisition marks Tata Capital's entry into the gold loan business, a secured lending segment with significant growth potential. It aligns with Tata Capital's strategy of building a diversified retail lending franchise and provides access to an established platform. Yogloans operates through a network of 162 branches across Kerala, Karnataka, Tamil Nadu, and Andhra Pradesh, with Assets Under Management (AUM) of ₹708 crore as of March 31, 2026. The company serves around 32,000 gold loan customers and has built strong capabilities in sourcing, underwriting and servicing over more than a decade in the gold loan business. The business is led by industry veteran Mr. Unnikrishnan Idicharm Veetil, and an experienced management team. Post acquisition, Mr. Unnikrishnan will continue to lead Yogloans, ensuring continuity for customers, employees, and business partners. Under the proposed all-cash transaction, Tata Capital will acquire a majority stake in Yogloans through a combination of capital infusion and share purchase from existing shareholders. The transacti [Showing first 8,000 characters — download PDF for full document]