Tata Capital Ltd

ESOP grant details

• NRC approved grant of 5,626,703 ESOP options to eligible employees.
• Total options: 5,626,703 equity shares; each option equals one share of Rs 10.
• Exercise price: Rs 365.55 per option, based on latest closing price.
• Vesting: not earlier than one year from grant, and within five years.
• Exercise window: from vesting until May 31, 2033.
• Administration: ESOP administered by NRC and TCL Employee Welfare Trust; no lock-in.
• Impact: potential dilution to equity but no current exercise.

Auditor appointment

• Approval of M/s. T. P. Ostwal & Associates LLP as Joint Statutory Auditor for FY 2026-27 to 2028-29.

Cessation of prior auditor

• MSKA & Associates LLP ceases as Joint Statutory Auditor on completion of their term, Aug 19, 2026.

AGM Details

• Date and time: 19 August 2026, 11:00 IST.
• Mode: VC/OAVM; attendance via video conference.
• Record/cut-off date for voting: 12 August 2026.
• AGM concluded at 12:37 IST.

Key Resolutions

• Ordinary: adopt standalone financial statements for FY ended March 31, 2026 — Passed.
• Ordinary: adopt consolidated financial statements for FY ended March 31, 2026 — Passed.
• Ordinary: interim dividend on cumulative redeemable preference shares — Passed.
• Ordinary: final dividend on equity shares — Passed.
• Ordinary: appoint director retiring by rotation — Passed.

Director changes

• Director Saurabh Agrawal reappointed (retiring by rotation).

Auditors

• Joint statutory auditors appointed; remuneration to be fixed.

Dividend

• Interim dividend on cumulative redeemable preference shares approved.
• Final dividend on equity shares approved.

Material Related Party Transactions

• Material related party transaction with Tata Consultancy Services Limited — Passed.

Other material approvals

• Special: issue non-convertible debentures on private placement basis — Passed.
• Special: ratify Employee Stock Options Scheme — Passed.
• Special: ratify ESOP extension to holding company/subsidiary employees — Passed.

Meeting Details

• Date: August 17, 2026; Ambit Conference; group/one-on-one; Physical; Singapore.
• Date: August 18, 2026; Group meeting with institutional investors/analysts; mode/location not disclosed.
• Purpose: Analyst/Institutional Investor Meeting.
• Participants: Key company participants not specified.

Resolution details

• Special Resolution to approve issuance of Non-Convertible Debentures on private placement.
• Mode: postal ballot via remote e-voting; voting period July 1–30, 2026.
• Cut-off date: June 26, 2026.
• Notice date: June 17, 2026.

Outcome and voting

• Resolution approved by requisite majority.
• Votes polled: 3,74,99,77,102; In favour: 3,74,99,19,420; Against: 57,682.
• Promoter group in favour: 100% of polled shares.
• Public non-institutions: 96.94% in favour; 3.06% against.
• Overall: 99.9985% in favour, 0.0015% against.

Meeting Details

• Date: July 28, 2026; time not specified.
• Type: group media call and earnings conference call; mode not specified.
• Organizer: Tata Capital Limited.

Participants

• Key company participants (roles) not specified in filing.

Purpose

• Discuss unaudited standalone and consolidated results for quarter ended June 30, 2026.

Additional Notes

• Audio recording of the media call and earnings conference call available on the company website.

Audio recording availability

• Recording of media and earnings calls held July 28, 2026.
• For quarter ended June 30, 2026; unaudited standalone and consolidated results.
• Recording available on Tata Capital investor information page.
• Regulatory reference: SEBI LODR Regulations 30 and 46.

Issue Overview

• IPO of equity shares; total issue size disclosed.
• Net proceeds utilised; no undersubscription; utilisation aligned with offer document.
• Deviation from objects: Nil.
• Main stated objectives for use of proceeds: per offer document.

Utilisation of Proceeds

• Utilisation as per offer document; no deviations.
• Net proceeds utilised; majority allocated to objects; remaining funds unutilised.
• Unutilised funds: Nil.
• Idle funds: not applicable; no idle funds.
• Original cost per offer document: as disclosed; no revisions.

Governance and Compliance

• MA report reviewed and taken on record by Audit Committee and Board.
• No deviations from expenditure disclosed in Offer Document.
• No information adversely affecting investor decisions.
• Board noted no deviations; net proceeds utilised per objects.

Business Overview

• Consolidated platform after merging TMFL; diversified NBFC operator.
• Acquired Yogloans to enter gold loans; Yogloans AUM ₹708 Cr as of Mar-26.
• Phygital distribution with 1,491 branches; 8.8 million customer franchise.
• Net AUM mix: Retail 57.7%, SME 27.7%, Corporate 14.6%.
• Total equity ₹46,237 Cr; borrowings ₹2,45,487 Cr; debt/equity about 5.3x.
• TMFL merger completed; listed on NSE/BSE in Oct-2025.

Operational Highlights

• Gold loan entry via Yogloans acquisition; completion subject to approvals.
• Total AUM ₹2,90,502 Cr; up 22% YoY.
• Excluding Motor Finance, Net AUM ₹2,66,057 Cr; up 28% YoY.
• Q1FY27 net AUM addition ₹13,227 Cr QoQ.
• Retail + SME constitute 85.4% of Net AUM.
• Unsecured Retail loans 10.3% of Net AUM.

Financial Performance

• PAT ₹1,547 Cr; up 56% YoY.
• Net interest income ₹3,571 Cr; up 25% YoY.
• Consolidated Net AUM ₹2,90,502 Cr; up 22% YoY.
• Cost to income 36.4%; Cost to average assets 2.4%.
• Annualized credit cost 1.0%; GNPA 1.9%; NNPA 0.8%.
• ROA 2.3%; ROE 13.7%.

Capital Structure & Liquidity

• Total equity ₹46,237 Cr; borrowings ₹2,45,487 Cr; borrowings/equity 5.3x.
• Average cost of borrowings 7.3% in Q1FY27 (7.1% prior quarter).
• Diversified funding sources; first USD bond issued in Jan-2025.
• Domestic AAA ratings on select instruments; international BBB rating (S&P Global).

Strategy & Outlook

• Guidance FY25-28: AUM CAGR 23-25%; PAT CAGR >30%; ROA 2.5-2.7%; ROE 17-18%.
• Strategic focus on AI-led digitization, phygital distribution, and Cleantech/EV financing.
• Gold loan expansion via Yogloans; TCL platform integration for scale.
• TMFL merger completed; TCL listed; Yogloans platform scalable with existing network.

Risks & Mitigation

• Integration risk from Yogloans; regulatory approvals for completion.
• Credit risk mitigated by diversified product mix and robust risk governance.
• Macro CV cycle sensitivity; portfolio diversification across Retail, SME, Corporate.

Governance & Leadership

• Board independence: 5 of 8 directors are independent; two female independents.
• Sustainability overseen by Risk Committee; Tata Code of Conduct widely deployed.
• 650+ Cleantech projects; 30 GW+ renewable capacity financed; ESG framework in place.

Results snapshot

• Consolidated AUM ₹2,90,502 cr, up 22% YoY.
• PAT (consolidated) ₹1,547 cr, up 56% YoY.
• Ex-Motor Finance AUM ₹2,66,057 cr, up 28% YoY.

Strategic actions and scale

• Gold loan business entered via Yogloans acquisition.
• Board approved unaudited results for quarter ended June 30, 2026.
• Pan-India branch network at 1,491 branches across 27 states/UTs.
• Housing Finance AUM ₹89,416 cr; capital adequacy 17.8%.
• Total equity ₹46,237 cr; CRAR 18.5%.

Outlook and capabilities

• Macro environment remains favourable with supportive liquidity and domestic demand.
• AI and digital capabilities driving productivity and efficiency.