Tata Motors Limited has completed the acquisition of a minority stake in Tata Capital Limited through a comprehensive corporate restructuring scheme. The transaction, disclosed under SEBI regulations on December 19, 2025, represents a significant milestone in the Tata Group's organizational realignment.

Corporate Restructuring Details

Tata Motors Limited acquired 43,26,651 equity shares, representing a 0.10% stake in Tata Capital Limited. This acquisition was executed through a composite scheme of arrangement involving the demerger of Tata Motors' commercial vehicle business, which became effective on October 1, 2025.

The acquisition stems from a composite scheme of arrangement involving multiple Tata entities, which received approval from the National Company Law Tribunal, Mumbai Bench on August 25, 2025, with additional orders dated September 10, 2025. The scheme facilitated the demerger of Tata Motors' commercial vehicle business to TML Commercial Vehicles Limited on a going concern basis.

Name Changes and Business Transfer

Effective October 1, 2025, significant name changes were implemented as part of the restructuring:

• Tata Motors Limited was renamed to Tata Motors Passenger Vehicles Limited
• TML Commercial Vehicles Limited was renamed to Tata Motors Limited

The demerged commercial vehicle business, including all assets, liabilities, properties, permits, contracts, and authorities, was transferred to the newly named Tata Motors Limited by operation of law.

Shareholding Transfer and Capital Structure

As a consequence of the scheme, the shareholding in Tata Capital Limited previously held by the original Tata Motors Limited (now Tata Motors Passenger Vehicles Limited) was transferred to TML Commercial Vehicles Limited (now Tata Motors Limited). This transfer occurred automatically under the terms of the approved scheme of arrangement.

The equity share capital of Tata Capital Limited comprises 4,32,66,510 equity shares of ₹10 each. Following the acquisition, Tata Motors Limited holds 0.10% of the total paid-up share capital.

Regulatory Compliance

The transaction was executed under Regulation 29(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The disclosure was filed with BSE Limited and National Stock Exchange of India Limited in compliance with regulatory requirements. The acquisition was completed through off-market mode pursuant to the composite scheme sanctioned by the National Company Law Tribunal.

The acquisition represents a strategic outcome of the Tata Group's corporate restructuring initiative, consolidating the commercial vehicle operations under a focused entity while maintaining cross-holdings within the group structure.

Tata Capital Limited , a prominent financial services company, has successfully concluded its postal ballot process, resulting in the approval of two significant board appointments. The shareholders of the company have shown strong support for the proposed changes in the company's leadership structure.

Key Appointments

1. Ms. Geetha Ravichandran has been appointed as an Independent Director through a special resolution.
2. Mr. Ankur Verma has been appointed as a Non-Executive (Non-Independent) Director through an ordinary resolution.

Voting Process and Results

The postal ballot, conducted through remote e-voting, took place from October 10 to November 8. The voting process was overseen by Mr. P.N. Parikh of Parikh & Associates, who served as the scrutinizer to ensure a fair and transparent procedure.

The results of the voting process were as follows:

Both resolutions received overwhelming support from shareholders, with each garnering over 99.99% of the votes cast in favor.

Shareholder Participation

The postal ballot saw active participation from Tata Capital's shareholders:

• Total number of shareholders as of the cut-off date (October 3): 37,065
• Total votes polled: 3,657,851,720 (representing 90.66% of total shareholding)

Corporate Governance Implications

The strong shareholder support for these appointments reflects positively on Tata Capital's corporate governance practices. The addition of Ms. Ravichandran as an Independent Director may enhance the board's oversight capabilities, while Mr. Verma's appointment as a Non-Executive Director could bring valuable insights to the company's strategic decision-making process.

Tata Capital Limited has duly informed the stock exchanges about the voting results and has uploaded the detailed scrutinizer's report on the company's website and the National Securities Depository Limited (NSDL) e-voting platform.

The successful completion of this postal ballot process demonstrates Tata Capital's commitment to transparent corporate practices and shareholder engagement in key decision-making processes.