The Board of Directors of Tata Motors Limited (TML), Tata Capital Limited (TCL) and Tata Motors Finance Ltd (TMFL) have today approved a merger of TMFL with TCL through an NCLT scheme of arrangement. As consideration for the merger, TCL will issue its equity shares to the shareholders of TMFL resulting in TML effectively holding a 4.7% stake in the merged entity.

TCL (rated AAA by all leading rating agencies) is one of the largest diversified NBFCs in India with an AUM of ~INR 1.6L crore servicing customers with 25+ product offerings across Retail, SME and Corporate Segments. TMFL, with an AUM of ~INR 32.5K crore predominantly provides financing solutions for new and old commercial vehicles (CV), passenger vehicles (PV), dealers and vendors.

In FY 24, TCL and TMFL reported a profit after tax of INR 3,150 crore and INR 52 crore respectively.

The transaction is also in-line with TML’s stated objective of exiting non-core businesses and focus its capital spends on emerging technologies and products.

TCL has limited presence in CV/ PV financing. With this merger TCL will gain new customers in the fast-growing CV/PV financing segments, which it aims to serve with innovative products and digital offerings, whilst providing differentiated growth opportunities to employees.

The scheme of arrangement will be subject to approval of SEBI, RBI, NCLT amongst others and all shareholders and creditors of TCL and TMFL and will take ~9-12 months to complete. The merger will not have any adverse impact on customers or creditors of TMFL. E&Y, ICICI Securities, Wadia Ghandy & Co are the transaction advisors to TCL, while PwC, Axis Capital and AZB & Partners are the transaction advisors to TMFL.

To be held indirectly through its 100% subsidiary TMF Holdings Limited an RBI registered NBFC-CIC

Media Contact Information: Tata Motors Corporate Communications: [email protected] / 91 22-66657613 / www.tatamotors.com