Document Summary
Offer of 5,35,20,102 Equity Shares of Rs. 10/- each is being offered by Tata Capital Limited (“TCL” or “the Company") for cash at a premium of Rs. 271/- per share i.e. at a price of Rs. 281/- each aggregating Rs. 1504 crore (Rupees One Thousand Five hundred and Four Crore) (rounded off) on a 'Rights Basis' in the ratio of 1:70 (1 new Equity Share of Rs.10/- each for every 70 Equity Shares held) to the existing Equity shareholders. This offer is pursuant to a Board of Directors meeting held on February 25, 2025, in accordance with Section 62 of the Companies Act, 2013.
Objects of the Issue
The purpose of the issue is to augment the long-term resources of the Company for financing activities and to meet regulatory ratios prescribed by the Reserve Bank of India. Funds raised may also be used for investing in subsidiaries, repaying debts, and/or redeeming preference shares.
Summary of Financial Statements
Summary of Financial Statements of the Company for the last three financial years and for the period ended December 31, 2024 are attached herewith as Annexure 1.
Directors:
As of the date of the letter, the directors are:
- Mr. Saurabh Agrawal (Chairman and Non-Executive Director)
- Mr. F. N. Subedar (Non-Executive Director)
- Ms. Varsha Purandare (Independent Director)
- Mr. Sujit Varma (Independent Director)
- Mr. Nagraj ljari (Independent Director)
- Dr. Punita Kumar Sinha (Independent Director)
- Ms. Aarthi Subramanian (Non-Executive Director)
- Mr. Rajiv Sabharwal (Managing Director & CEO)
Shareholding Pattern (as of December 31, 2024):
The shareholding pattern is as follows:
Total Paid-Up Share Capital (Equity + Preference): Rs. 40,76,92,21,480
Terms and Conditions of the Rights Issue:
- Basis of Offer: Offered to existing Equity Shareholders as of February 25, 2025 ('Record Date') in proportion of 1 new Equity Share for every 70 Equity Shares held.
- Face Value: The new Equity Shares shall be of face value of Rs. 10/- each.
- Offer Price: Rs. 281/- per Equity Share.
- Entitlement: 1 new Equity Share for every 70 Equity Shares held on the Record Date.
- Terms of Payment: Full amount of Rs. 281/- per Equity Share payable on application.
- Offer Period:
- Issue Opening Date: March 07, 2025
- Issue Closing Date: March 16, 2025
- Last date for receipt of Application with payment: March 16, 2025.
- Mode of Payment: RTGS / NEFT to the Company's bank account. PAN must be mentioned in the bank narration.
- Account No.: 57500000031027
- Beneficiary Name: TATA CAPITAL LIMITED
- Account Type: Current Account
- IFSC Code: HDFC0000060
- LEI Number: 335800TXSHN87ZZ57925
- Bank Name: HDFC BANK LTD
- Bank Address: Manekji Wadia Bldg., Ground Floor, Nanik Motwani Marg, Fort, Mumbai 400 001
- In the event any equity shareholder is legally or otherwise unable to make payment by way of the above means, they may request the Company for alternate methods of payment and the Company may, at its sole discretion, provide alternate payment options.
- Ranking: The new Equity Shares shall rank pari-passu with the existing Equity Shares.
- Acceptance of Offer: By submitting the Application Form with the amount payable on or before the Issue Closing Date. The scan copy of duly filled and signed Application Form and confirmation of payment of amount payable on application together with such details as mentioned in the Application Form shall be sent to the Company at the email ID investors@tatacapital.com and to the Registrar at the email ID tatacapital.rights2025@linkintime.co.in on or before closure of the Issue i.e. March 16, 2025. The duly filled-in and signed Application Form in original shall also be sent to the Registrar.
- Renunciation: There is no right to renounce the Rights entitlement.
- Nomination: Nominations registered with Depository Participants will prevail.
- Application for Additional Shares: Equity Shareholders accepting their entitlement in full have the option to apply for additional Equity Shares, subject to the Board's discretion and the unsubscribed portion of the Issue.
- Disposal of Unsubscribed Shares: The Board of Directors will dispose of any unsubscribed portion.
- Basis of Allotment:
- Priority 1: Full Allotment to those Equity Shareholders who have applied for their Rights Entitlements of Equity Shares either in full or in part.
- Priority 2: Equity Shareholders whose fractional entitlements are being ignored and Equity Shareholders with zero entitlement, would be given preference in allotment of one additional Equity Share each if they apply for additional Equity Shares.
- Priority 3: Allotment to the Equity Shareholders who, having applied for all the Equity Shares offered to them as part of this Rights Issue, have also applied for additional Equity Shares
- Priority 4: Allotment to any other person, subject to applicable laws
- Schedule of Allotment / Refund: Equity Shares will be allotted in demat form within 30 days from the issue closure. Refunds will be processed within 15 working days from allotment. The Company will send Allotment advice, refund intimations or demat credit of Equity Shares and/or letters of regret, only to the Equity Shareholders who have provided valid e-mail IDs.
- Investor Grievances and Communication: Enquiries to be addressed to the Registrar, MUFG Intime India Private Limited. Please read this Letter of Offer carefully before taking any action. The instructions contained in the Application Form are an integral part of the conditions of this Letter of Offer and must be carefully followed; otherwise the Application is liable to be rejected.
- MUFG Intime India Private Limited (formerly Link Intime India Private Limited) C-101, 247 Park, L B S Marg, Vikhroli (West), Mumbai 400 083 Maharashtra, India. Tel: +91 810 811 4949 Email: tatacapital.rights2025@linkintime.co.in Website: www.linkintime.co.in Investor grievance ID: tatacapital.rights2025@linkintime.co.in Contact Person: Ms. Shanti Gopalkrishnan SEBI Registration No.: INR000004058
- Tata Capital Limited 11th Floor, Peninsula Business Park Tower A, Ganpatrao Kadam Marg Lower Parel, Mumbai – 400 013 Tel: +91 22 6606 9000 Email: investors@tatacapital.com Website: www.tatacapital.com Contact Person: Mr. Rakesh Dhanuka / Mr. Pravin Kasare
- Other Terms and Conditions: Offer to Non-Resident Equity Shareholders is subject to RBI's Foreign Exchange and Management Act, 1999.
- Grounds for Technical Rejection: Applications are liable to be rejected if PAN details do not match, applications are from persons incompetent to contract (excluding minors with demat accounts), applications are not made within the specified time, or applications contravene securities laws. General instructions include filling the form in block letters, attaching necessary resolutions, and submission to Mumbai court jurisdiction. Attention is drawn to Section 38 of the Companies Act, 2013, regarding fictitious applications.
Declaration:
The letter confirms compliance with the Companies Act, 2013.
Summary of Financial Statements of the Company:
The following data is presented in Lakhs of Rupees:
| Particulars | For the year ended March 31, 2022 (Audited) | For the year ended March 31, 2023 (Audited) | For the year ended March 31, 2024 (Audited) | For the period ended December 31, 2024 (Audited) |
| :-------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :------------------------------------------------- |
| Total Income | 51,189 | 10,17,397 | 13,30,911 | 12,69,415 |
| Total Expenditure | 40,894 | 7,12,467 | 10,10,048 | 10,02,413 |
| Profit/(Loss) before tax | 10,295 | 3,04,930 | 3,20,863 | 2,67,002 |
| Provision for Tax | 1,985 | 72,821 | 71,618 | 59,518 |
| Net Profit / (Loss) after Tax | 8,310 | 2,32,109 | 2,49,245 | 2,07,484 |
| | As at March 31, 2022 (Audited) | As at March 31, 2023 (Audited) | As at March 31, 2024 (Audited) | As at December 31, 2024 (Audited) |
| Share Capital | 3,51,617 | 3,63,177 | 3,74,641 | 3,74,641 |
| Reserves & Surplus | 3,50,181 | 11,10,971 | 15,70,601 | 17,90,926 |
| Net Worth (Shareholders' Fund) | 7,01,798 | 14,74,148 | 19,45,242 | 21,65,567 |
| Borrowings | 2,98,046 | 78,74,719 | 1,00,91,431 | 1,11,35,722 |
| Other Liabilities | 1,26,407 | 3,31,293 | 3,34,638 | 3,59,223 |
| Total Liabilities and Equity | 11,26,251 | 96,80,160 | 1,23,71,311 | 1,36,60,512 |
| Loans & Investments | 11,11,507 | 92,40,002 | 1,15,92,989 | 1,31,18,355 |
| Cash & Bank Balances | 208 | 250376 | 4,98,528 | 1,51,431 |
| Other Assets | 14,536 | 1,89,782 | 2,79,794 | 3,90,726 |
| Total Assets | 11,26,251 | 96,80,160 | 1,23,71,311 | 1,36,60,512 |
