Nature of the Event

Regulatory filing to notify the stock exchanges of a Postal Ballot notice sent to shareholders, seeking approval for a special resolution to issue Non-Convertible Debentures (NCDs) on a private placement basis. The filing is made pursuant to SEBI LODR Regulations 30 and 50(2).

Key Quantitative Figures

The company seeks approval to issue NCDs up to an amount of ₹7,000 crore.

Dates of Action

  • Cut-Off Date for Shareholder Eligibility: June 26, 2026
  • Remote E-Voting Commencement: Wednesday, July 1, 2026, at 9:00 a.m. IST
  • Remote E-Voting Conclusion: Thursday, July 30, 2026, at 5:00 p.m. IST
  • Validity of Proposed Authorization: From July 30, 2026 (deemed date of passing) until the date of the ensuing Annual General Meeting (AGM).
  • Expiry of Previous Authorization: The prior approval for ₹30,000 crore, granted at the AGM on July 31, 2025, is valid only until July 30, 2026.

Parties Involved

  • Stock Exchanges: BSE Limited, National Stock Exchange of India Ltd.
  • Registrar and Transfer Agent (RTA): MUFG Intime India Private Limited (formerly Link Intime India Private Limited)
  • E-Voting Service Provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: Mr. P. N. Parikh (FCS No. 327; COP No. 1228) or, failing him, Ms. Jigyasa N. Ved (FCS No. 6488; COP No. 6018) of M/s. Parikh & Associates, Practicing Company Secretaries.

Purpose or Rationale

The approval is sought to ensure continuous authorization for fundraising without interruption. A gap exists between the expiry of the current approval (July 30, 2026) and the date of the next AGM (scheduled for August 2026). This interim approval for ₹7,000 crore bridges that gap. A separate approval for the balance amount of ₹29,000 crore will be sought at the ensuing AGM. The overall borrowing limit of the company is ₹2,80,500 crore, as approved under Section 180(1)(c) of the Companies Act, 2013.

Details of the Resolution

  • Type of Resolution: Special Resolution
  • Instrument: Non-Convertible Debentures (NCDs)
  • Nature of NCDs: Can be Secured, Unsecured, Subordinated, Perpetual Debt, Market Linked Redeemable Debentures, or Green Bonds.
  • Issue Method: Private placement basis, in one or more tranches.
  • Governing Terms: To be determined by the Board of Directors (or its committee), based on prevailing market conditions.

Voting Process Details

  • The voting is conducted exclusively through remote e-voting; no physical ballot forms or proxy voting are allowed.
  • The notice has been sent electronically only to members whose email addresses were registered with the RTA/depositories/company as of the Cut-Off Date.
  • Detailed instructions for shareholders (both demat and physical holders) to register their email and cast their vote are provided in the notice.
  • The Scrutinizer will submit a vote count report within two working days of the voting conclusion. The results will be displayed on the company's website (www.tatacapital.com), the websites of BSE, NSE, and NSDL, and on the notice board at the company's registered office.

Additional Information

  • Cumulative Redeemable Preference Share (CRPS) holders are not entitled to vote on this resolution.
  • Members can request to inspect documents referred to in the notice by emailing investors@tatacapital.com between July 1 and July 30, 2026.
  • The Explanatory Statement confirms that none of the Directors or Key Managerial Personnel are interested in the resolution, except to the extent of any potential shareholding or subscription.