Tata Capital Limited received a disclosure from Tata Motors Passenger Vehicles Limited regarding the transfer of equity shares pursuant to a composite scheme of arrangement. The transaction, disclosed on December 22, 2025, involved the transfer of 43,26,651 equity shares representing 0.10% of Tata Capital's paid-up share capital.

Corporate Restructuring Implementation

The transfer was executed through a comprehensive composite scheme of arrangement involving Tata Motors Limited, TML Commercial Vehicles Limited, and Tata Motors Passenger Vehicles Limited. The scheme received approval from the National Company Law Tribunal, Mumbai Bench on August 25, 2025, with additional orders dated September 10, 2025.

Effective October 1, 2025, significant organizational changes were implemented as part of the restructuring. The commercial vehicle business of Tata Motors Limited was demerged and transferred to TML Commercial Vehicles Limited on a going concern basis.

Name Changes and Business Transfer

As part of the restructuring, strategic name changes were implemented effective October 1, 2025. Tata Motors Limited was renamed to Tata Motors Passenger Vehicles Limited, while TML Commercial Vehicles Limited was renamed to Tata Motors Limited.

The demerged commercial vehicle business, including all assets, liabilities, properties, permits, contracts, rights, and authorities, was transferred to the newly named Tata Motors Limited by operation of law. This transfer occurred in accordance with the sanctioned scheme of arrangement.

Share Transfer Mechanism

Consequently, 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 ₹10.00 each. The transferred shares represent a minority stake within the Tata Group's cross-holding structure.

Regulatory Compliance and Disclosure

The disclosure was made under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015. Tata Motors Passenger Vehicles Limited filed the intimation with both BSE Limited and National Stock Exchange of India Limited, providing details of ceasing to be a member of the promoter group for the specific shareholding.

The transaction represents the culmination of the Tata Group's strategic corporate restructuring initiative, designed to create focused business entities while maintaining appropriate 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.