Intimation of Notice of Postal Ballot under Regulations 30 and 50(2) of SEBI LODR Regulations.

November 05, 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 October 27, 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 Ordinary Resolution Material Related Party Transaction(s) with Tata Motors Limited 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 October 30, 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 Friday, November 6, 2026, at 9:00 a.m. (IST), and ends on Saturday, December 5, 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 Compliance Officer and 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 friday, November 6, 2026, at 9:00 a.m. (IsT) Voting ends On saturday, December 5, 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. October 30, 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. Material Related Party Transaction(s) with Tata Motors Limited To consider and if thought fit, to pass the following Resolution as an Ordinary Resolution: “ResOLVeD THaT pursuant to Regulation(s) 23(4), 2(1)(zc) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“seBI Listing Regulations”), as amended from time to time, the applicable provisions of the Companies Act, 2013, read with related rules, if any, as amended from time to time, and the Company’s Policy on Related Party Transactions, the approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (“Board”), which term shall be deemed to include any Committee constituted/empowered/to be constituted by the Board from time to time to exercise its powers conferred by this Resolution to continue with the existing contract(s)/arrangement(s)/transaction(s) and/or enter into and/or execute new contract(s)/ arrangement(s)/ transaction(s), (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise), the details of which are mentioned in the explanatory statement, with Tata Motors Limited (formerly TML Commercial Vehicles Limited) (“Tata Motors”), being an associate company of Tata Sons Private Limited (Promoter of the Company) and accordingly, a related party of the Company under Regulation 2(1)(zb) of the SEBI Listing Regulations, on such terms and conditions as may be agreed between the Company and Tata Motors for an aggregate value up to Rs. 4,650 crore during FY 2026-27, viz. Finance facilities (Term Loans, Leasing, Factoring, Assignment of Negotiable Instruments / Assignment of Receivables etc.), Operating Lease (rental income), Purchase of Fixed Assets for lease financing, Commission income and Rent expenses, as provided in the Explanatory Statement, subject to such contract(s)/ arrangement(s)/transaction(s) being carried out at arm’s length and in the ordinary course of business of the Company.” “ResOLVeD fURTHeR THaT the Board, be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this Resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this Resolution.” “ResOLVeD fURTHeR THaT [Showing first 8,000 characters — download PDF for full document]