Right Issue

Document Summary

Offer of Equity Shares & Purpose Tata Capital Limited ("TCL" or "the Company") is offering 5,32,57,371 Equity Shares on a 'Rights Basis' to existing Equity shareholders in the ratio of 1:68. The shares are offered at Rs. 10 each, with a premium of Rs. 178.40 per share, resulting in a total price of Rs. 188.40 per share, aggregating to Rs. 1003 crore. This decision was made by the Board of Directors on December 13, 2023, in accordance with Section 62 of the Companies Act, 2013. The funds raised will augment the long-term resources of the Company for financing activities and to meet regulatory ratios set by the Reserve Bank of India. Additionally, the funds may be used for investments in subsidiaries, repayment of debts, and/or redemption of preference shares.

Scheme of Arrangement The issue of Equity Shares is related to the approved Scheme of Arrangement for the amalgamation of Tata Capital Financial Services Limited ("TCFSL") and Tata Cleantech Capital Limited ("TCCL") with Tata Capital Limited. The National Company Law Tribunal ("NCLT"), Mumbai, sanctioned the Scheme on November 24, 2023, and the scheme will become effective upon filing of the certified NCLT order with the Registrar of Companies.

Key Terms of the Rights Issue The offer is made in accordance with Section 62(1)(a) of the Companies Act, 2013, offering shares to existing Equity shareholders proportionally to their holdings as of December 13, 2023. The face value of the new Equity Shares is Rs. 10 each, and the offer price is Rs. 188.40 per Equity Share. The full amount of Rs. 188.40 per Equity Share is payable on application. The Issue opens on December 18, 2023, and closes on December 25, 2023, which is also the last date for receipt of the Application Form and payment.

Mode of Payment and Ranking Payment for the Equity Shares must be made via RTGS/NEFT to the Company's bank account, with PAN mentioned in the narration, as per the details provided. The new Equity Shares shall rank equally with existing Equity Shares.

Acceptance and Renunciation Shareholders can accept the offer by submitting the Application Form along with payment before the Issue Closing Date. A scanned copy of the filled form and payment confirmation should be emailed to investors@tatacapital.com and tatacapital.rights@linkintime.co.in by December 25, 2023. The original form should also be sent to the Registrar. Equity Shareholders can renounce their Rights entitlement in favor of others by submitting the signed Application Form to the Company and Registrar via email before the Issue Closing Date.

Allotment and Refunds The Board will allot Equity Shares based on the order of priority to Equity Shareholders who have applied for their Rights Entitlements and Renouncees, and then to Equity Shareholders applying for additional Equity Shares. Allotment of such additional shares will be at the sole discretion of the Board of Directors. The Equity Shares will be allotted in demat form within 30 days from the closure of the Issue and refunds will be processed within 15 working days from the date of allotment.

Rejection and Non-Resident Shareholders Applications are liable to be rejected on technical grounds like mismatches in DP ID, Client ID, or PAN details, incomplete or late submissions, or contravention of securities laws. Applications from Non-Resident Equity Shareholders are subject to RBI regulations and the Foreign Exchange and Management Act, 1999. The Company may request additional documents to ensure compliance, and failure to provide them within 2 working days may result in rejection.

Summary of Financials & Key Personnel The document includes a summary of the Company's financial statements for the last three financial years and the period ended September 30, 2023. As of September 30, 2023, the equity shareholding of Tata Sons Private Limited was 94.63%. Mr. Saurabh Agrawal is the Chairman and Non-Executive Director, and Mr. Rajiv Sabharwal is the Managing Director & CEO.