Tata Capital CEO, chairman, board of directors and AGM

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Reports of the Board of Directors and the Auditors thereon.MoreLess

  29 for0 against
• To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026 and the Report of the Auditors thereon.

  29 for0 against
• To confirm the payment of Interim Dividend on the Cumulative Redeemable Preference Shares for the Financial Year ended March 31, 2026.

  30 for0 against
• To declare a final dividend on the Equity Shares for the Financial Year ended March 31, 2026.

  29 for0 against
• To appoint a Director in place of Mr. Saurabh Agrawal (DIN: 02144558), who retires by rotation and, being eligible, offers himself for re-appointment.

  ›Against Angel One Mutual Fund, Choice Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, PPFAS Mutual Fund

  • Angel One Mutual FundGovernance concern: The proposed appointee did not attend any AGM in last 3 years, despite being Chairperson of the Board.
  • Choice Mutual Fund, PPFAS Mutual FundThe proposed appointee did not attend last 3 AGMs, despite being the Chairperson of the Board.
  • Groww Mutual Fund, Navi Mutual FundCompliant with law. No concern on the merits of proposed appointee. Governance concern: The proposed appointee did not attend any AGM in last 3 years, despite being Chairperson of the Board.

  24 for5 against
• Appointment of Joint Statutory Auditor of the Company and to fix their remuneration: Appointment of M/s. T. P. Ostwal & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 124444W/W100150), as one of the Joint Statutory Auditors of the Company.MoreLess

  ›Against Angel One Mutual Fund, Choice Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, PPFAS Mutual Fund

  • Angel One Mutual FundTransparency Concern: No remuneration bifurcation given for the existing joint statutory auditors, therefore, it cannot be ascertained as to whether there is any material change between the fee paid to the proposed auditors as against the outgoing auditors.
  • Choice Mutual Fund, PPFAS Mutual FundNo Remuneration Bifurcation for the existing Joint statutory auditor; cannot be ascertained whether there is any material change between fees paid to incoming vs outgoing auditors.
  • Groww Mutual Fund, Navi Mutual FundNo concern on the merits of the proposed Joint Statutory Auditors. Transparency Concern: No remuneration bifurcation given for the existing joint statutory auditors, therefore, it cannot be ascertained as to whether there is any material change between the fee paid to the proposed auditors as against the outgoing auditors.

  24 for5 against
• Approval for issuance of Non-Convertible Debentures on a private placement basis.

  29 for0 against
• Ratification of the Employee Stock Options Scheme of the Company.

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PPFAS Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundExercise Price to be determined as per Board/Nomination & Remuneration Committee discretion. Governance concern: Excessive maximum potential benefit to a single employee. The proposed ESOP scheme includes a provision where already vested options lapse if an employee is discharged, commonly known as a termination without cause. Vested options represent compensation already earned through past service. As a good governance practice, forfeiting these options during a termination without cause does not appear fair. Further, the scheme contains a clause which provides unfettered discretion to the Nomination & Remuneration Committee to accelerate vesting period.
  • Axis Mutual Fund, Canara Robeco Mutual Fund, Jio BlackRock Mutual Fund, Sundaram Mutual FundThe company seeks shareholders’ approval for the ratification of Tata Capital Limited Employee Stock Option Scheme under which upto 106,000,000 options can be granted, which can result in a dilution of ~2.4% on the extended base. The options granted under the ESOP Scheme will have a maximum vesting period of five years from the date of grant. We note that the exercise price will be fair market value of shares determined at the date of grant or such other price as may be determined by the NRC. Therefore, it is unclear if options can be granted at a discount to the prevailing market price. We do not favour schemes where the exercise price is at a significant discount (>20%) to the market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to market price. If the stock options are granted at a significant discount, there is misalignment between the interests of investors and employees. In the absence of clarity on exercise price, we do not support the resolution
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundNon-Compliant with SEBI SBEB & SE Regulations: Exercise Price to be determined as per Board/NRC discretion. Governance concern: Excessive maximum potential benefit to a single employee. The proposed ESOP scheme includes a provision where already vested options lapse if an employee is discharged, commonly known as a termination without cause. Vested options represent compensation already earned through past service. As a good governance practice, forfeiting these options during a termination without cause does not appear fair. Further, the scheme contains a clause which provides unfettered discretion to the NRC to accelerate vesting period.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because: The scheme provides flexibility to grant stock options at discount to the market price on the date of grant (item 8). The proposal includes grant of stock options to employees of holding company, without a compelling rationale (item 8 & 9).
  • Kotak Mahindra Mutual FundThe company seeks shareholders approval for the ratification of Tata Capital Limited Employee Stock Option Scheme under which upto 106,000,000 options can be granted, which can result in a dilution of ~2.4% on the extended base. The options granted under the ESOP Scheme will have a maximum vesting period of five years from the date of grant. The exercise price will be fair market value of shares determined at the date of grant or such other price as may be determined by the NRC. In the absence of clarity on exercise price, we do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • PPFAS Mutual FundNRC discretion to determine Exercise Price; Excessive potential benefit to single employee. Forfeiting options during a termination without cause does not appear fair. Provision of Accelerated vesting.

  12 for17 against
• Ratification of the extension of the benefits of Employee Stock Options Scheme to the employees of the holding company or subsidiary company(ies) of the Company.

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PPFAS Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundInterlinked with resolution #8. Transparency concern: Extension of scheme to holding company without compelling reasons / justifications.
  • Axis Mutual Fund, Canara Robeco Mutual Fund, Jio BlackRock Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundThrough resolution #9, the company seeks shareholder approval for extending the benefits of TCL ESOP Scheme to employees of holding and subsidiary companies. Our recommendations are based on analysis on resolution #8. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because: The scheme provides flexibility to grant stock options at discount to the market price on the date of grant (item 8). The proposal includes grant of stock options to employees of holding company, without a compelling rationale (item 8 & 9).
  • Kotak Mahindra Mutual FundThrough resolution #9, the company seeks shareholder approval for extending the benefits of TCL ESOP Scheme to employees of holding and subsidiary companies. Our recommendations are based on analysis on resolution #8. We do not support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • PPFAS Mutual FundScheme to be extended to Holding company without compelling reason(s) or provision for cost reimbursement.

  12 for18 against
• Material Related Party Transaction(s) with Tata Consultancy Services Limited.

  30 for0 against

• Approval for issuance of Non-Convertible Debentures on a private placement basis

  31 for0 against