Shareholders meeting

June 30, 2026 To, To, The Listing Department The Listing Department BSE Limited, National Stock Exchange of India Ltd., Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Bandra Kurla Complex, Bandra (East), Mumbai – 400001 Mumbai – 400051 Scrip Code: 544574 Symbol: TATACAP Dear Sir / Madam, Sub: Notice of Postal Ballot Ref.: Tata Capital Limited (“Company”) 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, please find enclosed herewith a copy of the Postal Ballot Notice dated June 17, 2026, along with the Explanatory Statement pursuant to the applicable provisions of the Companies Act, 2013 and related Rules, for seeking approval of the Equity Shareholders of the Company on the following Resolution: Type of Resolution Description of Resolution Special Resolution Approval for issuance of Non-Convertible Debentures on a private placement basis In compliance with the relevant circulars issued by Ministry of Corporate Affairs, the said Notice has been sent by electronic mode only to those Members whose names appear in the Register of Members / List of Beneficial Owners as received by the Company from the Depositories / MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited), Company’s Registrar and Transfer Agent ("RTA”), as on June 26, 2026 (‘Cut-Off Date’) and whose e-mail addresses are registered with the RTA / Depositories / Company. The Company has engaged the services of National Securities Depository Limited for facilitating remote e-voting to enable the Members to cast their votes electronically. The remote e-voting period commences on Wednesday, July 1, 2026, from 9:00 a.m. (IST), and ends on Thursday, July 30, 2026, at 5:00 p.m. (IST). The Notice of Postal Ballot is also being made available on the Company’s website at www.tatacapital.com. We request you to take the above on record. Thanking you, Yours faithfully, For Tata Capital Limited Sarita Kamath Chief Legal and Compliance Officer & Company Secretary Encl.: as above Tata Capital Limited Corporate Identification Number (CIN): L65990MH1991PLC060670 Registered Office: 11th Floor, Tower A, Peninsula Business Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai, Maharashtra - 400013 Tel: 022 6606 9000 Website: www.tatacapital.com NOTICe Of POsTaL BaLLOT (Pursuant to Section 110 of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014 each as amended and applicable Circulars issued by the Ministry of Corporate Affairs, Government of India, from time to time.) Voting starts On Wednesday, July 1, 2026, at 9:00 a.m. (IsT) Voting ends On Thursday, July 30, 2026, at 5:00 p.m. (IsT) Dear Member(s), NOTICe is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (“act”) (including any statutory modification or re-enactment thereof for the time being in force), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“ss-2”) as amended, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“seBI Listing Regulations”), and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (“MCa”) for holding general meetings / conducting postal ballot process through electronic voting (remote e-voting) vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being 3/2025 dated September 22, 2025 (“MCa Circulars”), and other applicable laws and regulations, as amended from time to time (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), that the resolution appended below is proposed to be passed by the Equity Shareholders of the Company (as on the Cut-off Date i.e. June 26, 2026) (“Members”), through postal ballot (“Postal Ballot”) only by way of remote e-voting process (“remote e-voting”). An Explanatory Statement pertaining to the said resolution setting out the material facts and the reasons thereof forms part of this Notice of Postal Ballot (“Notice”). In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to remote e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. In compliance with the MCA Circulars, the Notice and instructions for remote e-voting are being sent only through electronic mode to those Members whose email addresses are registered with the Registrar and Transfer Agent (“RTa”) / Depositories / Company. sPeCIaL BUsINess 1. approval for issuance of Non-Convertible Debentures on a private placement basis To consider and if thought fit, to pass the following Resolution as a Special Resolution: “ResOLVeD THaT pursuant to the provisions of Sections 42, 71 and all other applicable provisions, if any, of the Companies Act, 2013 (“act”), read with the Rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the provisions of the Memorandum and Articles of Association of the Company, the Securities and Exchange Board of India (“seBI”) (Issue and Listing of Non-Convertible Securities) Regulations, 2021, as amended from time to time, other applicable SEBI regulations, circulars and guidelines, the directions issued by the Reserve Bank of India (“RBI”), and subject to other applicable laws, rules, regulations, directions and guidelines, the approval of the Members of the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as the “Board” which the term shall be deemed to include any Committee constituted / which may be constituted by the Board of Directors or any other person(s) for the time being authorized by the Board of Directors to exercise powers conferred by this Resolution) to offer / invite / issue / allot to eligible persons, Non-Convertible Debentures in the nature of Secured / Unsecured / Subordinated / Perpetual Debt / Market Linked Redeemable Debentures / Green Bonds (“Debentures”) up to an amount of Rs. 7,000 crore, on a private placement basis, in one or more tranches, on such terms and conditions as the Board may deem fit and depending on the prevailing market conditions, during the period from July 30, 2026 till the ensuing Annual General Meeting of the Company, within the overall borrowing limits of the Company, as approved by the Members from time to time.” “ResOLVeD fURTHeR THaT the Board of Directors of the Company (including any Committee thereof), be and is hereby authorized to do all such acts, deeds and things and give such directions as may be deemed necessary or expedient to give effect to the above Resolution, including determining the terms and conditions of the Debentures.” By Order of the Board of Directors For Tata Capital Limited sd/- sarita Kamath Chief Legal and Compliance Officer & Company secretary Mumbai, June 17, 2026 Registered Office: 11th Floor, Tower A, Peninsula Business Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013 NOTes: 1. The relevant Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (“act”) read with Section 110 of the Act and the Companies (Management and Administration) Rules, 2014 (“Rules”), as amended, setting out the material facts relating to the aforesaid Resolution and the reasons thereof is annexed hereto and forms part of this Notice. 2. In terms of the MCA Circulars, the Company is sending this Notice ONLY in electronic form to those Membe [Showing first 8,000 characters — download PDF for full document]