డైరెక్టర్ల నివేదిక Tata Capital Ltd.

Mar 31, 2026

The Board of Directors is pleased to present the 35^th Annual Report of Tata Capital Limited ("the Company" or "TCL" or "Tata Capital"), together
with the Audited Financial Statements, for the financial year ended March 31, 2026.

At the outset, the Board expresses its sincere gratitude to all the shareholders for their continued trust and confidence, as demonstrated through
their participation in the Company''s Initial Public Offering ("IPO"). The IPO marked a significant milestone for the Company, being the largest
ever by the Tata Group and the largest by a non-banking financial company in India.

1. COMPANY OVERVIEW

Tata Capital Limited, the flagship financial services company of the Tata Group and a subsidiary of Tata Sons Private Limited, is registered
with the Reserve Bank of India as a Non-Banking Financial Company - Investment and Credit Company ("NBFC-ICC"). The Company forms
an important part of the Tata Group''s financial services ecosystem and carries forward the Group''s longstanding values of trust, integrity,
customer centricity and responsible business conduct. As a diversified financial services provider, the Company serves a wide spectrum of
customers across retail, corporate and small and medium enterprise segments, supporting their financing requirements through a broad
and evolving range of lending and related financial solutions.

The Company is classified as an Upper Layer NBFC under the RBI''s Scale-Based Regulatory framework. This classification reflects the
Company''s scale, interconnectedness and significance within the non-banking financial sector, and brings with it enhanced regulatory
expectations in areas such as governance, risk management, capital adequacy, compliance, disclosure and supervisory oversight. The
Company remains focused on maintaining a strong governance architecture, prudent risk management practices and robust internal
controls, with the objective of ensuring sustainable growth while meeting the regulatory standards applicable to the Company.

Over the years, Tata Capital has built a comprehensive and diversified product portfolio designed to meet the varied financial needs of its
customers. Its offerings include loans against property, personal loans, business loans, two-wheeler loans, construction equipment loans,
car loans, commercial vehicle loans, loans against securities, microfinance loans, education loans, supply chain finance, equipment finance,
leasing solutions and term loans. This diversified business model enables the Company to participate across multiple growth segments
of the economy, reduce concentration risk, deepen customer relationships and create opportunities for long-term value creation for its
shareholders.

2. INITIAL PUBLIC OFFERING OF EQUITY SHARES

As an Upper Layer NBFC under the RBI''s Scale-Based Regulatory framework, the Company was required to list its equity shares on recognised
stock exchanges in India by September 30, 2025.

Accordingly, the Board of Directors at its meeting held on February 25, 2025, approved the proposal for an IPO comprising a fresh issue of
Equity Shares and offer for sale by certain existing and eligible shareholders of the Company.

In accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
("SEBI ICDR Regulations"), the Company filed its offer documents with the Securities and Exchange Board of India ("SEBI"), BSE Limited
("BSE") and National Stock Exchange of India Limited ("NSE") (collectively referred as "Stock Exchanges") in connection with the said IPO.

The IPO was successfully launched in October 2025, after a short extension of timeline from RBI, comprising a fresh issue of 21,00,00,000
Equity Shares and an Offer for Sale of 26,58,24,280 Equity Shares by Tata Sons Private Limited and International Finance Corporation,
aggregating to 47,58,24,280 Equity Shares. The issue opened on October 6, 2025, and closed on October 8, 2025, with a price band of
'' 310 to '' 326 per equity share.

The Equity Shares were issued at a price of '' 326 per share (including a share premium of '' 316 per equity share) and were listed on National
Stock Exchange of India Limited and BSE Limited on October 13, 2025.

The Company will ensure compliance with the minimum public shareholding requirements within the prescribed timelines as specified
under the applicable SEBI Regulations.

3. MERGER OF TATA MOTORS FINANCE LIMITED

During the year, the Scheme of Arrangement for amalgamation of Tata Motors Finance Limited (formerly known as Tata Motors Finance
Solutions Limited) ("TMFL"), a subsidiary of TMF Holdings Limited with and into TCL and their respective shareholders ("Scheme"), under
Sections 230 to 232 read with Section 52 and Section 66 and other applicable provisions of the Companies Act, 2013 ("Act") and the
Rules made thereunder was sanctioned by the Hon''ble National Company Law Tribunal, vide its Order dated May 1, 2025. Upon receipt
of all requisite approvals, TMFL and the Company filed the relevant Form with the Registrar of Companies on May 8, 2025, consequent to

which the Scheme became effective on May 8, 2025 ("Effective Date"). Accordingly, TMFL stands amalgamated with the Company from the
Effective Date. As per the Scheme, the Appointed Date is April 1, 2024.

Pursuant to the Scheme becoming effective and as per its terms:

(i) The entire business of TMFL including all the assets, liabilities and undertakings of TMFL stands transferred to and vested in TCL and TCL
is carrying on all the business activities undertaken by TMFL.

(ii) From the Appointed Date (April 1,2024) till the Effective Date, the business carried on by TMFL are deemed to have been carried on for
and on behalf of and in trust for TCL.

(iii) 18,38,67,495 Equity shares of TCL were allotted to TMF Holdings Limited, being the shareholder of TMFL as on Record Date i.e.
May 13, 2025, as per the share exchange ratio determined based on the Valuation Report and the Fairness Opinion obtained by TCL
and TMFL.

(iv) The holders of Non-Convertible Debentures ("NCDs") of TMFL have become the holders of NCDs of TCL on the same terms, including
the coupon rate, tenure, redemption price, quantum, nature of security, adequately safeguarding the interest of the NCD holders.

4. PROPOSED ACQUISITION OF YOGLOANS

The Board of Directors of the Company at its meeting held on July 13, 2026, approved the proposed acquisition of
Yogakshemam Loans Limited ("Yogloans"), an RBI-registered non-banking financial company primarily focussed on gold loans, subject
to receipt of applicable regulatory approvals and fulfilment of customary closing conditions. The proposed transaction is in line with
the Company''s strategy of strengthening and diversifying its retail lending portfolio. Upon completion of the transaction, Yogloans is
expected to become a subsidiary of the Company and provide access to an established gold loan platform, further strengthening the
Company''s presence in the secured lending segment.

5. FINANCIAL RESULTS

Consolidated			Standalone
FY 2025-26		FY 2024-25	FY 2025-26	FY 2024-25
Gross Income	31,582.62	28,369.87	23,089.38	21,940.08
Less: Finance Costs	15,985.31	15,029.64	11,022.86	10,889.48
Net Interest Margin and Other Revenue	15,597.31	13,340.23	12,066.52	11,050.60
Impairment on Financial Instruments / Investments	3,022.87	2,805.67	2,951.39	3,071.63
Employee Benefits Expense	2,828.29	2,812.88	2,253.01	2,327.79
Depreciation, Amortisation and Impairment	537.52	390.02	483.10	340.42
Other Expenses	2,607.07	2,410.52	2,085.51	1,935.38
Profit Before Tax	6,601.56	4,921.14	4,293.51	3,375.38
Less: Provision for Tax	1,671.47	1,263.54	1,056.22	781.10
Profit After Tax	4,930.09	3,657.60	3,237.29	2,594.28
Add: Share of Net Profit of Associates using the equity method	4.86	(2.58)	-	-
Less: Exceptional Item	44.04	-	36.15	-
Less: Non - controlling interest	44.81	(9.64)	-	-
Profit After Tax attributable to owners of the Company	4,846.10	3,664.66	3,201.14	2,594.28
Other comprehensive Income attributable to owners of the Company	281.97	(154.79)	189.37	(187.46)
Total comprehensive Income attributable to owners of the Company	5,128.07	3,509.87	3,390.51	2,406.82
Amount brought forward from previous year	13,589.60	11,127.73	9,532.87	7,892.83
Amount available for appropriation	18,717.67	14,637.60	12,923.38	10,299.65
Less Appropriations:
Special Reserve Account	(640.22)	(818.65)	(640.22)	(518.86)
Final Dividend on Equity Shares	(165.98)	(77.77)	(167.32)	(78.67)
Others	(90.71)	(151.58)	(87.78)	(169.25)
Surplus carried to Balance Sheet	17,820.76	13,589.60	12,028.06	9,532.87

Consolidated Results:

Tata Capital''s consolidated net Asset Under Management ("AUM") increased to '' 2,77,275 crore as at March 31, 2026 from '' 2,30,455 crore
as at March 31,2025.

During FY 2025-26, Tata Capital recorded consolidated Total Income of '' 31,582.62 crore as against '' 28,369.87 crore in FY 2024-25, an
increase of about 11.32%. The Total Income comprised Income from financing activities of '' 30,781.99 crore (FY 2024-25: '' 27,389.95 crore),
Investment Income of '' 174.30 crore (FY 2024-25: '' 549.22 crore) and Other Income of '' 626.33 crore (FY 2024-25: '' 430.70 crore).

The consolidated interest expense for the year was '' 15,985.31 crore (FY 2024-25: '' 15,029.64 crore), an increase of 6.36% which was
primarily on account of higher cost of funds.

The Consolidated Net Interest Margin and Other Income for the year was '' 15,597.31 crore (FY 2024-25: '' 13,340.23 crore), an increase of
16.92% which was primarily on account of, increase in book and higher other income. The Operating Expenses (including Employee costs,
Depreciation and other expenses) increased by 6.40% as compared to FY 2024-25.

Impairment on Investments and Financial Instruments increased to '' 3,022.87 crore in FY 2025-26 compared to '' 2,803.49 crore in
FY 2024-25. The consolidated Gross Non-Performing Assets ("GNPA") showed increase from 1.87% in FY 2024-25 to 2.03% in FY 2025-26.
The Net Non-Performing Assets ("NNPA") also increased from 0.78% in FY 2024-25 to 0.90% in FY 2025-26. Provision Coverage Ratio ("PCR")
stood at 56.22% (FY 2024-25: 58.51%).

During the year, Tata Capital''s Profit after Tax attributable to owners of the Company on a consolidated basis increased by about 32.24%, to
'' 4,846.10 crore (FY 2024-25: '' 3,664.66 crore).

The consolidated Return on Assets ("RoA") for FY 2025-26 was 2.0% (FY 2024-25: 1.7%) while the Return on Equity ("RoE") was 12.9%
(FY 2024-25: 12.3%).

Standalone Results:

During FY 2025-26, Tata Capital recorded Gross Income of '' 23,089.38 crore (FY 2024-25: '' 21,940.08 crore). Profit after Tax during the year was
'' 3,201.14 crore (FY 2024-25: '' 2,594.28 crore).

6. TRANSFER TO RESERVE FUND

Under Section 45-IC (1) of the Reserve Bank of India Act, 1934, NBFCs are required to transfer a sum not less than 20% of its net profit every
year to reserve fund before declaration of any dividend. Accordingly, the Company has transferred a sum of '' 631.20 crore to its reserve fund
during FY 2025-26.

7. SHARE CAPITAL

The Authorised Share Capital of the Company is '' 140,00,00,00,000 (Rupees Fourteen Thousand crore) divided into 7,75,00,00,000
(Seven Hundred and Seventy-Five crore) Equity Shares of? 10/- (RupeesTen) each, 3,25,00,000 (Three croreTwenty-five lakh) Preference Shares of
'' 1,000/- (Rupees One Thousand) each and 3,00,00,00,000 (Three Hundred crore) Preference Shares of '' 10/- (Rupees Ten) each. The paid-up
Equity Share Capital of the Company was '' 42,44,86,90,370 as on March 31,2026.

Pursuant to the Scheme of Arrangement for amalgamation of TMFL with the Company, which became effective from May 08, 2025, the
Company has allotted 18,38,67,495 Equity Shares of '' 10 each to the shareholders of TMFL as consideration for the amalgamation.

During the year under review, the Company has issued and allotted 5,10,74,292 Equity Shares on "Rights Basis" on July 18, 2025, at a price
of '' 343 per share, including a premium of '' 333 per share.

Further, pursuant to the IPO, the Company has issued and allotted 21,00,00,000 Equity Shares on October 9, 2025 to the eligible investors at
a price of '' 326 per share, including a premium of '' 316 per share.

The Company has appointed Care Ratings Limited, a SEBI registered Monitoring Agency, to monitor the utilization of the proceeds raised
through issuance of equity shares by way of IPO of the Company. As on March 31, 2026, there has been no deviation in utilization of such
proceeds from the objects stated in the Prospectus.

During FY 2025-26, Cumulative Redeemable Preference Shares ("CRPS") aggregating to '' 109.71 crore were redeemed at par upon maturity.
The paid-up Preference Share Capital as on March 31, 2026, stood at '' 220.81 crore. The details of CRPS redeemed are disclosed in the
Financial Statements.

As per Indian Accounting Standards ("Ind AS"), CRPS have been classified and reported under subordinated liabilities in the
Financial Statements.

8. DIVIDEND

Dividend on Equity Shares:

The Board of your Company recommends a final dividend of Re. 0.57 per Equity Share of face value of '' 10 each for FY 2025-26, subject
to the approval of the Members of the Company at the ensuing Annual General Meeting ("AGM"). The Board has recommended the
dividend based on the parameters laid down in the Dividend Distribution Policy of the Company. In accordance with Regulation 43A of the
SEBI Listing Regulations, the Dividend Distribution Policy of the Company is available on the Company''s website at
https://www.tatacapital.com/content/dam/tata-capital/pdf/tcl/dividend-distribution-policy-13-12-2023-v1.pdf.

The dividend on equity shares, if approved by the Members of the Company, would involve a cash outflow of '' 241.96 crore resulting in
dividend payout of about 7.56% of the profits of the Company on a standalone basis.

Dividend on Preference Shares:

The Board of Directors of the Company on March 23, 2026, declared an Interim Dividend on the CRPS for the following tranches for the
period April 01, 2025 to March 31,2026, as under:

Tranche(s)*	No. of CRPS	Dividend Rate (%) p.a.	Dividend Amount including TDS (In '')
AF, AG, AH, AI, AJ, AK, AL, AM and AN	22,08,100	7.50	16,56,07,500
Total			16,56,07,500

‘Outstanding

Since the Company has already paid Dividend to the CRPS holders for the period April 01, 2025 to March 31, 2026, by way of an Interim
Dividend, no final dividend on the CRPS is recommended.

Further, consequent upon the exercise of Put Option by the Shareholders and owing to maturity, CRPS of the nominal value aggregating
'' 109.71 crore were redeemed during the year and accordingly, Interim Dividend aggregating '' 3,33,25,785 (including TDS) was paid on
these CRPS for the period from April 01, 2025, up to the date of redemption. The details of Interim Dividend paid on redemption are as
under:

Tranche(s)	Dividend Rate (%)	No. of CRPS	Redemption Date	Dividend Amount including TDS (In '')
AB	7.10	2,81,000	April 19, 2025	28,10,00,000
AC	7.10	1,54,550	May 09, 2025	15,45,50,000
AD	7.10	2,97,000	June 14, 2025	29,70,00,000
AE	7.75	3,64,500	March 12, 2026	36,45,00,000

9. REVIEW OF OPERATIONS OF THE COMPANY

A detailed review of the Company''s operations and performance is provided in the Management Discussion and Analysis, forming part of
this Annual Report.

10. SUBSIDIARIES AND ASSOCIATES

The Company has 20 subsidiaries and 17 associate companies as on March 31, 2026.

A separate statement, containing the salient features of the Financial Statements of the subsidiaries and associates of the Company, in
accordance with the provisions of the Act and the applicable Accounting Standards, in the prescribed Form No. AOC-1, enclosed in the
Financial Statements. The name of the companies which have become / ceased to be Subsidiary / Associate companies during FY 2025-26
are provided in Form No. AOC-1.

11. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries for FY 2025-26 are prepared in compliance with the applicable
provisions of the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the applicable
Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial
Statements together with the Auditor''s Report thereon form part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements along
with relevant documents and separate annual accounts in respect of subsidiaries are available on the website of the Company.

12. BORROWINGS

During FY 2025-26, the Company met its funding requirements through a combination of Short-Term debt (comprising Commercial
Papers, Inter-Corporate Deposits ("ICDs") and Bank Loans) and Long Term debt (comprising Non-Convertible Debentures ("NCDs"), Bank
Loans and External Commercial Borrowings ("ECBs"). During the year, the Company issued NCDs on a private placement basis aggregating
'' 13,558 crore. The aggregate debt of the Company outstanding as at March 31, 2026 was '' 1,61,568.38 crore, including CRPS of
'' 220.81 crore which has been classified as borrowings as per Ind AS. Out of total borrowings, '' 63,685.30 crore is payable within one year.
The Debt Equity ratio of the Company as at March 31, 2026, was 4.21 times.

The Company has been regular in repayment of its borrowings and payment of interest thereon.

On a consolidated basis, the Company had borrowings aggregating '' 2,35,976.86 crore as at March 31, 2026 (FY 2024-25:
'' 2,08,414.93 crore), which includes CRPS of '' 220.81 crore (FY 2024-25: '' 330.52 crore).

13. CREDIT RATING

During the year under review, rating agencies reaffirmed / issued ratings to the Company, as under:

Description	CRISIL Rating Limited	ICRA Limited	CARE Ratings Limited	India Rating
Non-Convertible Debentures	CRISIL AAA/Stable	[ICRA]AAA (Stable)	CARE AAA; Stable	WITHDRAWN
Preference shares	CRISIL AAA/Stable	-	-	-
Commercial Paper	CRISIL A1	[ICRA]A1	CARE A1	WITHDRAWN
Total Bank Loan Facilities Rated - Long Term & Short Term Rating	CRISIL AAA/Stable & CRISIL A1	-	CARE AAA; Stable	-
Bank Loan	-	-	-	WITHDRAWN
Long - term / Short - term - Fund based / Non- fund based		[ICRA]AAA (Stable)/ [ICRA] A1
Long Term Principal Protected Market Linked Debentures	CRISIL PPMLD AAA/Stable	-	-	-
Perpetual Bonds	CRISIL AA /Stable	[ICRA]AA (Stable)	CARE AA ; Stable	-
Subordinated Debt	CRISIL AAA/Stable	[ICRA]AAA (Stable)	CARE AAA; Stable	-
Retail Bond	CRISIL AAA/Stable	[ICRA]AAA (Stable)	CARE AAA; Stable	-

In addition, S & P Global Ratings has affirmed ''BBB'' long-term rating with stable outlook and ''A-2'' short-term issuer credit ratings to the
Company while Fitch Ratngs has affirmed Long-Term Foreign and Local-Currency Issuer Default Ratings of ''BBB-'' with stable outlook to the
Company.

14. RISK MANAGEMENT

Risk Management forms an integral part of our business as the Company is exposed to various risks related to its business and operating
environment. Tata Capital has built a robust risk management framework across all its businesses and activities for managing internal and
external risks.

The key objectives of the risk management framework are to:

• Develop a strong risk culture across the organization.

• Have risk management as an integral part of the organization''s business strategy.

• Undertake businesses that are well understood and within acceptable risk appetite.

• Manage the risks proactively across the organization.

• Adopt best risk management practices with resultant shareholder value creation and increased stakeholder confidence.

The Board is assisted by the Risk Management Committee ("RMC") and is supported by various Board and Senior management committees
as part of the risk governance framework to ensure that there is a sound system of risk management and internal controls.

A comprehensive Enterprise Risk Management ("ERM") Framework and Policy has been adopted through which the internal and external
risks arising out of macroeconomic factors, regulatory changes and geopolitical scenarios are monitored. The Company''s ERM Framework
and Policy uses defined Key Risk Indicators ("KRIs") based on quantitative and qualitative factors. A heat map, a two-dimensional
quantitative data management tool has been implemented, which enables management to have a comprehensive view of 11 identified key
risk areas based on their probability and impact. The 11 categories of risks identified and monitored by the Company are Credit Risk, Market
Risk, Liquidity Risk, Process Risk, People Risk, Outsourcing Risk, Compliance and Governance Risk, Information Technology Risk, Business
Continuity Risk, Cybersecurity Risk and Reputation Risk. These KRIs align with the strategic objectives and business developments.

A structured Internal Capital Adequacy Assessment Process ("ICAAP") is in place to enhance Board and Senior Management''s ability to
understand the existence of capital flexibility in line with the defined risk appetite. The ICAAP evaluates capital requirements under different
stress scenarios.

Further, the Management has laid down internal financial control framework covering set of standards, processes and structure across
the organization with reference to financial and non-financial controls to ensure that controls are adequate and are operating effectively.
Testing is performed for each control confirming the adequacy and effectiveness of controls and highlighting material deficiencies or
design ineffectiveness of controls, if any.

The Risk Management practices of the Company are compliant with ISO 31000: 2018, which is the International Standard for Risk
Management that lays down principles, guidelines and framework for risk management in the organization.

15. INTERNAL FINANCIAL CONTROL

The Management has laid down a set of standards, processes and structure which enables it to implement internal financial controls across
the organization with reference to financial statements and such controls are adequate and are operating effectively. Internal Finance
control framework has been established in line with the Internal Control - Integrated Framework (2013) issued by the Committee of
Sponsoring Organisations of the Treadway Commission ("COSO") and Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India (the ''Guidance Note'').

During FY 2025-26, testing was conducted basis process walkthrough and review of samples as per documented controls in the Risk and
Control matrix. Testing was done for each of the controls confirming the existence and operating effectiveness of controls over financial
reporting. Review was performed on design, adequacy and operating effectiveness of the controls.

During the year under review, no material or serious observation has been observed for inefficiency or inadequacy of such controls.

14. INFORMATION TECHNOLOGY SUPPORT

The Company continues to invest in advanced technologies to accelerate core system modernization and strengthen its digital and
data initiatives. The initiatives of the Company are aligned with its commitment to delivering a best-in-class customer experience while
improving operational efficiency. The Company is also progressively augmenting its infrastructure and data capabilities to ensure readiness
for Generative AI initiatives, enabling greater efficiency and faster go-to-market execution.

The Company''s IT policies and procedures are reviewed and updated periodically to reflect real-time changes and ensure continued
alignment with applicable regulatory guidelines.

15. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

Tata Capital''s purpose is to be a "Responsible Financial Partner fulfilling India''s Aspirations." Guided by the Tata Group''s core values, the
Company integrates social and environmental responsibility into its business ethos, ensuring that growth is aligned with the well-being of
the communities it serves.

It remains committed to promoting equality, inclusiveness and dignity for all, with a focused effort towards uplifting underserved and
vulnerable sections of society. Driven by strong dedication to national development, the Company implements focused and strategic
programs aimed at addressing social and environmental challenges that impact the lives of society''s most vulnerable groups.

CSR Purpose:

The Company''s CSR vision is to establish a collaborative and inclusive approach for social and environmental development initiatives,
fostering shared value for the broader community, aligned with the core purpose of the Tata Group. The Company''s CSR mission is to enhance
the well-being of the community, with a special focus on marginalized social and economic groups, by creating a lasting, measurable, and
positive impact, through targeted interventions in:

• Climate Action

• Healthcare

• Education and Skill Development

Tata Capital adopts a participatory approach to CSR, engaging key stakeholders and beneficiary communities in the design and
implementation of its initiatives. This ensures that programs are need-based, contextually relevant and capable of delivering meaningful
outcomes crucial for national progress and development.

In addition to programmatic interventions, Tata Capital actively encourages its employees, partners and customers to contribute towards
social and environmental causes, thereby strengthening a culture of collective responsibility.

CSR Policy, Budget, and Key Programs:

The CSR policy of the Company is available on the Company''s website,https://www.tatacapital.com/content/dam/tata-capital/pdf/tcl/tcl-
csr-policy.pdf

During FY 2025-26, TCL had budgeted an aggregate amount of '' 9,198.00 lakh towards CSR programs in accordance with Schedule VII of
the Act read with the Companies (CSR Policy) Rules, 2014.

Out of the aforesaid CSR budget, an amount of '' 7,217.00 lakh was spent towards the programs covered under Schedule VII to the Act,
as recommended by the CSR Committee of the Board and approved by the Board of Directors of the Company. The balance amount of
'' 1,981.00 lakh pertaining to identified ongoing projects was transferred to a separate Unspent CSR Account for FY 2025-26 and shall
be utilised in accordance with the provisions of the Act and the CSR Rules. The Annual Report on CSR activities is annexed herewith as
Annexure ''A''.

Further, pursuant to the merger of TMFL into the Company, the unspent CSR amounts of '' 54.04 lakh for FY 2023-24 and '' 3.23 lakh for
FY 2024-25 of erstwhile TMFL, earmarked towards ongoing healthcare projects were utilised during FY 2025-26 in compliance with the
applicable provisions of the Act and the CSR Rules.

The project implementation follows a robust process including but not limited to selection of technically sound NGOs, project planning
as per baseline assessment, milestone-based implementation with community partnership, monitoring and evaluation mechanisms
to integrate sustainability principles for a smooth exit. This assures the desired impact and outcomes while also ensuring community
ownership, resilience and self-sustenance through the project.

Key CSR programs of the Company are:

• Aarogyatara

As part of its healthcare initiatives, and in alignment with the efforts of Tata Group and Tata Trust in cancer care, through this program,
the Company focuses on eliminating curable blindness among underserved and rural communities in Bihar, Tamil Nadu, Uttar Pradesh,
Karnataka, Andhra Pradesh, Gujarat, Rajasthan, Telangana and Maharashtra. Through screening camps in project areas, the program
identifies refractive errors and facilitates corrective measures—such as providing spectacles, performing surgeries, and offering post¬
operative care—in collaboration with partner hospitals. Aligned with Sustainable Development Goal 3, the initiative seeks to restore
vision, enabling individuals to lead dignified, financially independent lives. In FY 2025-26 alone, over 3.50 lakh individuals were screened
for eye conditions, and more than 25,500 underwent vision-restoring surgeries.

• Pankh Scholarships

The Pankh Scholarship Program was established to offer mentoring and financial support to academically promising youth from
economically disadvantaged backgrounds, including those from Affirmative Action communities, in alignment with Sustainable
Development Goal 4. Students can apply through an online portal or be nominated by Company employees to enter the selection
process. In FY 2025-26, scholarships were awarded to 14,509 deserving students covering 52% female scholars, and 15% from
Affirmative Action communities.

• JalAadhar -

The aim of the program is to attain water security in water-stressed communities / locations through the three models under JalAadhar,

i.e. Integrated Watershed Development, Waterbody Rejuvenation and Water Access. The program aims to harvest runoff water to
increase its percolation into groundwater, encourage judicious use of water within agricultural practices and increases community
income through livelihood generation activities. The project is in alignment to Sustainable Development Goal 6 and augments the
work of various Government of India schemes impacting groundwater recharge and access to water. In FY 2025-26, the project has
reached 76 villages covering 2.78 lakh individuals creating water harvesting potential capacity of 7,679 lakh litres in the states of
Maharashtra, Rajasthan, Tamil Nadu, and Karnataka.

• The Green Switch

The Green Switch project is designed to provide energy security to unelectrified communities using a solar micro off-grid model that
powers the community 24X7. The project was inspired by Sustainable Development Goal 7 and Power for All scheme. The solar off-
grid plant works on a decentralised community ownership model connecting each household through a proper transmission and
distribution line with electric meters while also connecting streetlights, common areas and community buildings. In FY 2025-26, a
total of 718 homes with 3,550 individuals across 10 hamlets were connected to clean electricity for the first time with a total installed
capacity of 320.4 kWp system. The program is based in aspirational districts of Simdega (Jharkhand), Karauli (Rajasthan) and Uttar
Pradesh.

In FY 2025-26, the Company positively impacted over 10.97 lakh individuals from underserved communities at the consolidated level,
enabling them to lead more dignified and improved lives. Over 7.57 lakh individuals benefited from the Company''s initiatives.

Additionally, the Company to further its purpose has curated a public interest initiative "Sawaal Karo, Phir Loan lo" to build financial
awareness encouraging individuals to pause, ask the right questions, and understand loans clearly before going ahead, with simple
tools and guides. The program promotes responsible borrowing behaviour through easy-to-understand social and digital content
supported by a dedicated microsite which anchors the effort, serving as a central knowledge hub to access relevant resources and
explore information before borrowing. In FY 2025-26, the Responsible Borrowing microsite garnered over 9.6 lakh views.

16. COMPLIANCE

The Company is in compliance with all applicable laws, rules, circulars and regulations, including those prescribed by the RBI for NBFCs, as
applicable from time to time.

The Company also continues to comply with other applicable statutory and regulatory requirements, including the provisions of the Act,
SEBI regulations including the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the SEBI (Issue and Listing of
Non-Convertible Securities) Regulations, 2021, and other allied laws governing its business and operations.

The Company recognises compliance as an integral element of sound corporate governance and has instituted a robust compliance
framework to ensure effective oversight and monitoring of regulatory obligations. The framework is supported by a Board-approved
Compliance Policy, periodic compliance testing mechanisms to assess adherence to applicable regulatory requirements, and a structured
self-certification process across relevant functions. Further, the Company has developed Key Compliance Indicators to proactively identify,
monitor and report potential compliance risks across its business operations.

With respect to asset quality, including provisioning for Non-Performing Assets, the Company follows norms prescribed by RBI. The Capital to
Risk (Weighted) Assets Ratio ("CRAR") of the Company is 18.96% as on March 31,2026, which is higher than the prescribed minimum of 15%.

17. DEPOSITS

The Company did not hold any public deposits at the beginning of the year nor has it accepted any public deposits during the year under
review.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company being a Non-Banking Financial Company, pursuant to Section 186(11) of the Act, the provisions pertaining to loans made,
guarantees given, security provided or investment made are not applicable to the Company.

19. DIRECTORS

a. Appointments:

Based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board of Directors approved the
appointment of the following Directors, subject to approval of the Members of the Company:

i. Mr. Viswanathan Ramanathan (DIN: 08289691) as an Additional and Independent Director of the Company for an initial term of five
years with effect from March 27, 2025.

ii. Ms. Geetha Ravichandran (DIN: 11072013) as an Additional and Independent Director of the Company for an initial term of three
years with effect from August 13, 2025.

iii. Mr. Ankur Verma (DIN: 07972892) as an Additional and Non-Executive Director of the Company, with effect from
September 26, 2025, liable to retire by rotation.

The Members of the Company have by means of Special Resolutions passed on June 22, 2025, and November 8, 2025, vide Postal Ballot,
approved the appointment of Mr. Viswanathan Ramanathan and Ms. Geetha Ravichandran, respectively, as Independent Directors of
the Company. Further, the Members of the Company have by means of an Ordinary Resolution passed on November 8, 2025, vide Postal
Ballot, approved the appointment of Mr. Ankur Verma as a Non-Executive Director of the Company.

b. Cessation:

Ms. Aarthi Subramanian (DIN: 07121802) resigned as a Non-Executive Director of the Company, with effect from April 30, 2025
consequent upon her joining Tata Consultancy Services Limited as Chief Operating Officer with effect from May 1, 2025.

There are no material reasons for resignation of Ms. Subramanian other than those provided above. The Board places on record its
appreciation for the invaluable contribution and the guidance rendered by Ms. Subramanian, during her tenure as a Director of the
Company.

c. Director liable to retire by rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Saurabh Agrawal (DIN: 02144558), Non¬
Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and is eligible for re-appointment. The
Members of the Company may refer to the accompanying Notice of the AGM for the brief profile of Mr. Agrawal.

Pursuant to the ''Fit and Proper'' Policy adopted by the Company under the RBI Directions for NBFCs, the Company has received the ''Fit
and Proper'' declaration from Mr. Agrawal for his re-appointment, as a Director of the Company which has been taken on record by the
Nomination and Remuneration Committee.

d. Declaration by Independent Directors

The Company has received declarations from the Independent Directors, viz. Mr. Sujit Varma (DIN: 09075212), Mr. Nagaraj Ijari
(DIN: 09390579), Dr. Punita Kumar Sinha (DIN: 05229262), Mr. Viswanathan Ramanathan (DIN: 08289691) and Ms. Geetha Ravichandran
(DIN: 11072013) stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b)
of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have also confirmed that they are
not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgment and without any external influence.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise
and that they hold the highest standards of integrity. In terms of Section 150 of the Act read with the Companies (Appointment &
Qualification of Directors) Rules, 2014, the Independent Directors of the Company have registered themselves with the data bank of
Independent Directors created and maintained by the Indian Institute of Corporate Affairs, Manesar.

20. NUMBER OF MEETINGS OF THE BOARD

Fourteen (14) meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance
Report, which forms part of this Annual Report.

21. BOARD EVALUATION

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board carried out an annual evaluation of its own performance,
that of the individual Directors and the functioning of all the Committees of the Board. The Board of Directors was assisted by the NRC.
The performance evaluation was carried out by seeking inputs from all the Directors / Members of the Committees, as applicable.

The Board of the Company followed the criteria as specified in the Guidance Note on the Board Evaluation issued by SEBI for evaluating the
performance of the Board as a whole, Committees of the Board, Individual Directors and the Chairman. The criteria for evaluation of the
Board as a whole, inter alia, covered parameters such as Structure of the Board, Meetings of the Board, Functions of the Board and Board
& Management. The criteria for evaluation of Individual Directors covered parameters such as knowledge and competency, fulfillment
of functions, ability to function as a team, etc. The criteria for evaluation of the Board Committees covered areas related to mandate and
composition, effectiveness of the committee, structure of the committee and meetings, etc.

The feedback of the Independent Directors on their review of the performance of Non-Independent Directors and the Board as a whole, the
performance of the Chairman of the Company and the assessment of the quality, quantity and timeliness of flow of information between
the Company, the Management and the Board was taken into consideration by the Board in carrying out the performance evaluation.

22. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY OF THE COMPANY

The NRC develops the competency requirements of the Board based on the industry and the strategy of the Company, conducts a gap
analysis and recommends the reconstitution of the Board, as and when required. It also recommends to the Board, the appointment of
Directors having good personal and professional reputation and conducts reference checks and due diligence of all Directors before
recommending them to the Board. Besides the above, the NRC ensures that the new Directors are familiarized with the operations of the
Company and endeavors to provide relevant training to the Directors.

In accordance with the provisions of Section 178 of the Act and Regulation 19(4) read with Part D of Schedule II of the SEBI Listing
Regulations, the Board has adopted a Policy on Board Diversity and Director Attributes and a Remuneration Policy.

The Policy on Board Diversity and Director Attributes has been framed to encourage diversity of thought, experience, knowledge,
perspective, age and gender on the Board and to have in place, a transparent Board nomination process.

The Remuneration Policy for Directors, Key Managerial Personnel ("KMP") and all other employees is aligned to the philosophy on the
commitment of fostering a culture of leadership with trust.

The Remuneration Policy aims to ensure that the level and composition of the remuneration of the Directors, KMP and all other employees
is reasonable and sufficient to attract, retain and motivate them to successfully run the Company.

Salient features of the Remuneration Policy, inter alia, includes:

• Remuneration in the form of Sitting Fees and Commission to be paid to Independent Directors and Non-Independent Non-Executive
Directors, in accordance with the provisions of the Act and as recommended by the NRC.

• Remuneration to Managing Director & CEO / KMP and all other employees is reasonable and sufficient to attract, retain and motivate
them to run the business & operations of the Company successfully and retain talented and qualified individuals suitable for their roles,
in accordance with the defined terms of remuneration mix or composition.

The Company has also adopted a ''Fit and Proper'' Policy for ascertaining the ''fit and proper'' criteria to be adopted at the time of appointment
of directors and on a continuing basis, pursuant to the RBI Directions for NBFCs. The Company has received ''Fit and Proper'' declarations from
all the Directors of the Company in April 2026, which have been taken on record by the NRC.

Further, pursuant to the Guidelines on Compensation of Key Managerial Personnel ("KMP") and Senior Management in NBFCs issued by the
RBI on April 29, 2022 currently governed under the RBI (NBFC - Governance) Directions, 2025, the Company has adopted a Compensation
Policy for KMP and Senior Management which covers (a) constitution of Nomination and Remuneration Committee; (b) principles for fixed
/ variable pay structures; and (c) malus / clawback provisions.

The Policy on Board Diversity and Director Attributes, Fit and Proper Policy, Remuneration Policy and Compensation Policy for KMP and
Senior Management of the Company are available on the Company''s website at www.tatacapital.com.

23. KEY MANAGERIAL PERSONNEL ("KMP")

Mr. Rajiv Sabharwal, Managing Director & CEO, Mr. Rakesh Bhatia, Chief Financial Officer and Ms. Sarita Kamath, Chief Legal and Compliance
Officer & Company Secretary, are the KMPs of the Company.

24. DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work
performed by the Internal, Statutory and Secretarial Auditors, including audit of internal financial controls over financial reporting by the
Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the
Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2025-26.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for FY 2025-26, Indian Accounting Standards as per the Companies (Indian Accounting
Standards) Rules, 2015, as amended by the Companies (Indian Accounting Standards) Rules, 2016, notified under Section 133 of the
Act, other relevant provisions of the Act, guidelines issued by Regulators as applicable to an NBFC and other accounting principles
generally accepted in India have been followed and that there are no material departures therefrom;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits and
cash flows of the Company for the year;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate
and operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate
and operating effectively.

The Financial Statements of the Company have been prepared in accordance with Ind AS, as notified under the Companies (Indian
Accounting Standards) Rules, 2015 read with Section 133 of the Act.

During the year, no fraud was reported by the Auditors under Section 143(12) of the Act requiring disclosure in the Director''s Report of the
Company.

25. VIGIL MECHANISM

The Company has established a Vigil Mechanism for reporting concerns and grievances in accordance with the applicable statutory and
regulatory requirements. The mechanism, inter alia, encompasses the Whistle Blower Policy, the Fraud Risk Management Process, the
process for reporting ethical concerns under the Tata Code of Conduct and the Anti-Bribery and Anti-Corruption Policy. The Vigil Mechanism
provides adequate safeguards against victimisation of persons who use the mechanism and enables stakeholders to report concerns in a
fair, transparent and confidential manner.

The Vigil Mechanism provides access to Tata Capital''s Ethics Committee for reporting concerns and grievances. It also provides access to
the Compliance Officer under the Company''s Anti-Bribery and Anti-Corruption Policy and to the Chairperson of the Audit Committee /
Chief Ethics Counsellor under the Whistle Blower Policy, as applicable. Information relating to the Vigil Mechanism and the channels
available for reporting concerns is communicated to relevant stakeholders. The Whistle Blower Policy, Vigil Mechanism, Tata Code of Conduct
and Anti-Bribery and Anti-Corruption Policy are available on the website of the Company.

26. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company is committed to providing and promoting a safe and healthy work environment for all its employees. A ''Prevention of Sexual
Harassment'' Policy, which is in line with the statutory requirements, alongwith a structured reporting and redressal mechanism, including
the constitution of Internal Complaints Committee in accordance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("the POSH Act"), is in place.

During FY 2025-26, the Company recieved 4 complaints. As at March 31, 2026, 3 complaints had been resolved. The balance 1 complaint,
which was pending for more than 90 days, has subsequently been disposed of and stands closed as on the date of this Report.

27. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company is compliant with all the applicable provisions under the Maternity Benefit Act, 1961.

28. AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which forms part of
this Annual Report.

29. JOINT STATUTORY AUDITORS

At the 33^rd AGM of the Company held on July 19, 2024, the Members had approved the appointment of:

• M/s. M P Chitale & Co., Chartered Accountants (ICAI Firm Registration No. 101851W) as the Joint Statutory Auditor of the Company for a
period of three consecutive years i.e., for FY 2024-25, FY 2025-26 and FY 2026-27, from the conclusion of the 33^rd AGM till the conclusion
of the 36^th AGM of the Company to be held in the year 2027.

• M/s. MSKA & Associates LLP (formerly known as M S K A & Associates), Chartered Accountants (ICAI Firm Registration No. 105047W/
W101187) as the Joint Statutory Auditor of the Company for further period of two years, i.e. for FY 2024-25 and FY 2025-26, from the
conclusion of the 33^rd AGM till the conclusion of the 35^th AGM of the Company to be held in the year 2026.

In view of the tenure of one of the Joint Statutory Auditors of the Company i.e. M/s. MSKA & Associates LLP (formerly known as MSKA
& Associates), Chartered Accountants, ending at the ensuing 35^th AGM of the Company and pursuant to the RBI Circular dated April 27,
2021 on Guidelines for Appointment of Statutory Central Auditors ("SCAs") / Statutory Auditors ("SAs") of Commercial Banks (excluding
Regional Rural Banks), Urban Co-operative Banks ("UCBs") and Non-Banking Financial Companies ("NBFCs") (including Housing Finance
Companies), the Board of Directors, based on the recommendation of the Audit Committee, at its Meeting held on July 13, 2026 approved
the appointment of M/s. T. P. Ostwal Associates LLP, Chartered Accountants (ICAI Firm Registration No.: 124444W/WI00150) as the Joint
Statutory Auditor of the Company for a period of three consecutive years i.e., for FY 2026-27, FY 2027-28 and FY 2028-29, from the conclusion
of the 35^th AGM till the conclusion of the 38^th AGM of the Company, subject to the approval of the Members. The Members may refer to the
accompanying Notice of the AGM of the Company.

30. ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY

The Financial Statements of the Company have been prepared in accordance with Ind AS as notified under the Companies (Indian
Accounting Standards) Rules, 2015, as amended by the Companies (Indian Accounting Standards) Rules, 2016, notified under Section 133
of the Act. Further, the Company follows the RBI Directions applicable to the Company.

The Financial Statements have been prepared on an accrual basis under the historical cost convention except for certain financial
instruments that are measured at fair values at the end of each reporting period as explained in the Material accounting policy information
and other explanatory information ("Accounting Policies"). The Accounting Policies adopted in the preparation of the Financial Statements
have been consistently followed in the Previous Year.

31. EXPLANATION ON STATUTORY AUDITORS'' REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. MSKA & Associates LLP (formerly known as
MSKA & Associates) and M/s. M P Chitale & Co., Chartered Accountants, Joint Statutory Auditors, in their Reports dated April 23, 2026, on the
Financial Statements of the Company for FY 2025-26.

32. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, the Members of the Company at the 34^th AGM of the Company held
on July 31, 2025, had appointed M/s. Parikh & Associates, Practicing Company Secretaries (Firm Registration No. P1988MH009800)
as the Secretarial Auditor to undertake the Secretarial Audit of the Company, for a period of five financial years i.e. from FY 2025-26 to
FY 2029-30. The Secretarial Auditor is a Peer Reviewed Firm and holds valid certificate issued by the Peer Review Board of the Institute of
Company Secretaries of India.

The Secretarial Audit Report for FY 2025-26, in the prescribed Form No. MR-3, is annexed as Annexure ''B''. There are no qualifications,
reservations or adverse remarks made by M/s. Parikh & Associates in their Secretarial Audit Report dated May 25, 2026, on the secretarial
and other related records of the Company, for FY 2025-26.

33. INFORMATION ON MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financial position of the Company which have occurred between
March 31, 2026, to which the financial statements relate and July 13, 2026, being the date of this Report.

34. SIGNIFICANT AND MATERIAL ORDERS

During the period under review, there were no significant or material orders passed by any regulator or court or tribunal impacting the
going concern status and Company''s operations in future.

35. RELATED PARTY TRANSACTIONS

As required under the SEBI Listing Regulations, the Company has formulated a ''Policy on Related Party Transactions'' for proper conduct and
documentation of all related party transactions. The same is available on the website of the Company at www.tatacapital.com. Further, the
Company also has in place a Framework for Related Party Transactions for the purpose of identification, monitoring and approving of such
transactions as per the provisions of the Act, SEBI Listing Regulations and Reserve Bank of India (Non-Banking Financial Companies - Credit
Risk Management) Directions, 2025, as amended.

The related party transactions are entered as per the Policy on Related Party Transactions of the Company and applicable provisions of the
Act and the SEBI Listing Regulations.

During the year, the Company has not entered into any transaction with Related Parties which is not in its ordinary course of business or not
on an arm''s length basis. Further, there were no transaction requiring disclosure under Section 134(3)(h) of the Act. Hence, the prescribed
Form AOC-2 does not form a part of this Report.

Details of Related Party Transactions, as required to be disclosed as per Indian Accounting Standard - 24 on "Related Party Disclosures"
specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, SEBI Listing Regulations and
applicable RBI Guidelines, are given in the Notes to the Financial Statements.

36. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

(A) Conservation of energy:

i. Steps taken / impact on conservation of energy:

The operations of the Company, primarily in the financial services sector, involve normal consumption of electricity in the normal
course of running its offices and related business infrastructure. The Company continues to take appropriate measures to optimise
energy usage and reduce consumption wherever feasible. As part of its energy conservation initiatives, Tata Capital undertakes
periodic electrical audits across its office premises and implements identified measures to improve energy efficiency. Several office
premises have been retrofitted with LED lighting, which consumes less electricity as compared to conventional lighting systems,
thereby contributing to lower energy consumption. Further, the temperature settings of air-conditioning systems across Tata
Capital offices are maintained at an optimum ambient level of approximately 24-25 degrees celsius, resulting in energy savings. In
certain premises, modifications have also been made to outgoing air-conditioning duct designs to improve cooling efficiency and
achieve better energy performance.

ii. Steps taken by the Company for utilising alternate sources of energy:

Tata Capital has installed a solar panel at its Thane office which produces close to 750 Watts of energy and which self illuminates
and provides power to the garden and security lights on the campus from dusk to dawn. This facility has been handed over to the
Lodha Facility team for the day to day operations.

iii. Capital investment on energy conservation equipment:

In view of the nature of the activities carried on by the Company, there is no capital investment on energy conservation equipment.

(B) Technology absorption:

Please refer para on"Digital Platforms & Analytics"for technology absorption and digital transformation journey covered in Management
Discussion and Analysis forming part of this Annual Report.

(C) Foreign Exchange Earnings and Outgo:

Foreign Exchange earned in terms of actual inflows during the year under review was '' 146.48 crore and the Foreign Exchange Outgo
during the year under review in terms of actual outflows was '' 31.78 crore.

37. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026, is available on the website of the
Company at www.tatacapital.comunder ''Investor Information & Financials'' section.

38. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE ACT READ WITH RULE
5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

A Statement giving the details required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, for the year ended March 31, 2026, is annexed as Annexure ''C''.

The details required under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, for the year ended March 31, 2026, are provided in a separate Annexure forming part of this Report. In terms of the first proviso to
Section 136(1) of the Act, the Report and the Accounts, excluding the aforesaid Annexure, are being sent through electronic mode to all
the Members whose e-mail addresses are registered with the Depositories. Any shareholder interested in obtaining a copy of the same may
write to the Company Secretary, at the Registered Office of the Company. None of the employees listed in the said Annexure is related to
any Director of the Company.

39. TATA CAPITAL LIMITED - EMPLOYEE STOCK OPTION SCHEME

In order to develop and implement a long-term incentive program to effectively attract, motivate and retain the best talent from the
industry in a competitive environment, the Company has implemented the Tata Capital Limited - Employee Stock Option Scheme
("ESOP Scheme"), which has been amended from time to time. For implementation of the Scheme, the TCL Employee Welfare Trust has
been set up. The ESOP Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
("SEBI SBEB Regulations").

In accordance with the ESOP Scheme, the Nomination and Remuneration Committee, inter alia, determines the employees to whom an
offer is to be made based on certain performance criteria, the price at which the options can be exercised, the quantum of offer to be made
and the terms and conditions for vesting and exercise of the offer.

The disclosure on the ESOP Schemes as required under SEBI SBEB Regulations is available on the Company''s website at www.tatacapital.
com/about-us/investor-information-and-financials.html.

Further, a certificate issued by the Secretarial Auditors on the implementation of the ESOP Schemes as per Regulation 13 of the SEBI SBEB
Regulations is annexed herewith as Annexure ''D''.

40. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Management Discussion and Analysis forms part of this Annual Report.

41. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report, with the Practicing Company Secretaries'' Certificate thereon, for the year under review prepared in
accordance with the Part C of Schedule V of SEBI Listing Regulations and the RBI Guidelines as applicable to NBFCs, forms part of this Annual
Report.

42. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ("BRSR")

In terms of Regulation 34 of the SEBI Listing Regulations, the BRSR of the Company for FY 2025-26 is forming part of this Annual Report and
is also available on the website of the Company at www.tatacapital.com.

43. SECRETARIAL STANDARDS

The Company is in compliance with SS - 1 i.e. Secretarial Standard on Meetings of the Board of Directors and SS - 2 i.e. Secretarial Standard
on General Meetings issued by the Institute of Company Secretaries of India.

44. UNCLAIMED AMOUNT

During FY 2025-26, unclaimed amounts aggregating to '' 70,56,051 was transferred to the Investor Education and Protection Fund. Further,
pursuant to the Investor Education and Protection Fund Authority ("IEPF Authority") (Accounting, Audit, Transfer and Refund) Rules, 2016
("Rules"), Ms. Sarita Kamath, Chief Legal and Compliance Officer & Company Secretary, has been appointed as the Nodal Officer of the
Company. Ms. Sonali Punekar, Head - Secretarial has been appointed as the Deputy Nodal Officer of the Company for the purpose of
verification of claims and co-ordination with the IEPF Authority. The contact details of persons handling Investor Grievance are available on
the website of the Company at www.tatacapital.comunder ''Investor Information & Financials'' section.

45. OTHER DISCLOSURES

i. There has been no change in the nature of business of the Company during FY 2025-26.

ii. The provisions of Section 148 of the Act relating to cost accounts and cost audit are not applicable to the Company.

iii. The Company has not defaulted in repayment of loans from any banks and financial institutions.

iv. There has been no delay or default in payment of interest / principal of debt securities of the Company.

v. No proceedings have been initiated / pending against the Company under the Insolvency and Bankruptcy Code, 2016.

vi. There has been no instance of one-time settlement with Banks or Financial Institutions.

vii. The Company has not issued any shares with differential rights or sweat equity shares.

viii. There has been no revision of financial statements and Board''s Report of the Company during the year under review.

46. GREEN INITIATIVE

In accordance with General Circular No. 20/2020 dated May 5, 2020 and subsequent circulars issued in this regard by the Ministry of
Corporate Affairs, including the latest General Circular No. 03/2025 dated September 22, 2025, the Notice convening the Annual General
Meeting and the Annual Report of the Company are being sent only through electronic mode to all Members whose e-mail addresses
are registered with the RTA / Depositories / Company. Members who have not registered their e-mail addresses with the Depositories are
requested to do so to enable seamless receipt of communications from the Company. Further, pursuant to the applicable provisions of
the SEBI Listing Regulations, the Company is sending a letter to shareholders and debenture holders who have not registered their e-mail
addresses with the Company, Registrar and Transfer Agent or Depositories, providing the web-link and QR code for accessing the Annual
Report. A copy of the Annual Report is also available on the website of the Company under the ''Investor Information & Financials'' section.

47. ACKNOWLEDGEMENTS

The Board acknowledges the guidance and support of regulatory authorities, including the Reserve Bank of India, National Housing Bank,
Securities and Exchange Board of India, Insurance Regulatory and Development Authority of India, the Registrar of Companies and the
Monetary Authority of Singapore. It also recognises the support of Tata Sons Private Limited, the holding company and the trust and
confidence of members, debenture holders, customers, lenders, business partners and other stakeholders. The Board further records its
appreciation for the support of stock exchanges, depositories and credit rating agencies, and the contribution of the Company''s employees
to its performance during the year.

For and on behalf of the Board of Directors

Saurabh Agrawal

Chairman
(DIN: 02144558)

Mumbai, July 13, 2026