Tata Investment : Postal Ballot

Dear Sir/Madam,

Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Please find enclosed the Postal Ballot Notice dated 21st February, 2022, which is being sent to the Members for seeking approval on following item of special business:

1. Appointment of Mrs. Farida Khambata (DIN 06954123) as an Independent Director.

In accordance with circulars issued by Ministry of Corporate Affairs (MCA), from time to time, the postal ballot notice would be sent/issued only through electronic mode to those shareholders today, whose email addresses are registered with the Company's Registrar and Share Transfer Agent viz., TSR Darashaw Consultants Private Limited/Depository(ies)/Depository Participants and whose names appear in the Register of Members as on cut-off date, i.e., Thursday, 24th February, 2022. As per the provisions of the MCA circulars, shareholders can vote only through the remote e-voting process. The Remote E-voting commences on Tuesday, 1st March, 2022 at 9:00 a.m. (IST) and concludes on Wednesday, 30th March, 2022. The notice containing e-voting instructions and other necessary details has been hosted on the website of the Company i.e. www.tatainvestment.com.

The results of voting by means of Postal Ballot through Remote E-voting shall be declared on or before Friday, 1st April, 2022.

You are requested to take the above on your records.

Thanking you,

Yours faithfully,

TATA INVESTMENT CORPORATION LIMITED

( MANOJ KUMAR C V)

CHIEF FINANCIAL OFFICER & COMPANY SECRETARY Membership No.15140

Encl. as above

INVESTMENT CORPORATION LIMITED

Elphinstone Building 10 Veer Nariman Road Mumbai 400 001 Tel 91 22 6665 8282 Fax 91 22 6665 7917 e-mail ticl@tata .com website www.tatainvestment.com CIN L67200MH1937PLC002622

1

INVESTMENT CORPORATION LIMITED

Registered Office: 2nd Floor, Elphinstone Building, 10 Veer Nariman Road, Mumbai - 400 001.

Corporate Identity Number (CIN): L67200MH1937PLC002622; Tel: +91 (22) 6665 8282

E-mail: ticl@tata.com; Website: www.tatainvestment.com

NOTICE OF POSTAL BALLOT

[PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013, READ WITH RULES 22 AND 20 OF THE

COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 AS AMENDED]

Dear Members,

NOTICE is hereby given that pursuant to the provisions of Sections 110 and 108 of the Companies Act, 2013 (the "Act") including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the "Management Rules") as amended, Secretarial Standard-2 on General Meetings (the "SS-2"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations"), guidelines prescribed by the Ministry of Corporate Affairs (the "MCA"), Government of

India, for holding general meetings/conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated 8th April 2020, 17/2020 dated 13th April 2020, 22/2020 dated 15th June 2020, 33/2020 dated 28th September 2020, 39/2020 dated 31st December 2020, 10/2021 dated 23rd June 2021 and Circular No. 20/2021 dated 8th December, 2021 (the "MCA Circulars") in view of COVID-19 pandemic and any other applicable laws and regulations, the following resolution is proposed to be passed by the Members of Tata Investment Corporation Limited (the "Company") through Postal Ballot by way of voting through electronic means ("e- voting") only.

An explanatory statement pursuant to Section 102 of the Act and other applicable provisions of the Act, pertaining to the resolution, setting out the material facts and reasons thereof, is appended along with the Notice. Pursuant to Rule 22(5) of the Rules, the Board of Directors of your Company has appointed Mr. P. N. Parikh (Membership No. FCS 327) or failing him Mr. Mitesh Dhabliwala (Membership No. FCS 8331) or failing him, Ms. Sarvari Shah (Membership No. FCS 9697), of Parikh & Associates, Practicing Company Secretaries, as the Scrutinizer to conduct the Postal Ballot and e-voting process in a fair and transparent manner.

In compliance with the provisions of Sections 108 and 110 of the Act, read with Rules 20 and 22 of the Rules and Regulation 44 of the SEBI Listing Regulations and MCA Circulars, the Company is offering facility of e-voting to all Members to enable them to cast their votes electronically only. Members are requested to follow the procedure as stated in the Notes for casting of votes by e-voting.

Upon completion of the scrutiny of the votes cast through e-voting, the Scrutinizer will submit his report to the Chairman or any person authorized by him. The results of the Postal Ballot and e-voting shall be announced on or before Friday, 1st April, 2022. The said results would be made available on the Notice Board at the Registered Office of the Company, intimated to the National Stock Exchange of India Limited and the BSE Limited where the shares of the Company are listed. Additionally, the results will also be uploaded on the Company's website www.tatainvestment.com and on the website of National Securities Depository Limited (NSDL) www.evoting.nsdl.com. The Scrutinizer's decision on the validity of the Postal Ballot shall be final.

RESOLUTION:

Appointment of Mrs. Farida Khambata (DIN 06954123) as an Independent Director

To consider and, if thought fit, to pass, the following resolution as Special Resolution :

"RESOLVED THAT Mrs. Farida Khambata (DIN 06954123), who was appointed as an Additional Director of the Company pursuant to Section 161 of the Companies Act, 2013 (''the Act'') and Articles of Association of the Company, with effect from 19th January, 2022, by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, and who holds office subject to the approval of shareholders in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a member proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Act (including any statutory modification or re-enactment thereof for the time being in force) read with Schedule IV to the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, and Regulation 17 and other applicable regulations of the SEBI Listing Regulations, as amended, the appointment of Mrs. Khambata, who has submitted a declaration that she meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and who is eligible for appointment, as an Independent Director of the Company, not liable to retire by rotation, for a term with effect from 19th January, 2022, upto 11th December, 2024, be and is hereby approved.

By Order of the Board of Directors,

MANOJ KUMAR CV

CHIEF FINANCIAL OFFICER &

COMPANY SECRETARY

ACS 15140

Mumbai, 21st February, 2022

Registered office:

2nd Floor, Elphinstone Building,

10 Veer Nariman Road, Mumbai 400 001 CIN: L67200MH1937PLC002622

Tel: +91 (22) 6665 8282

E-mail: ticl@tata.com

website: www.tatainvestment.com

NOTES:

1. The Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 ("Act") stating material facts and reasons for the proposed resolution is annexed hereto.
2. In terms of the General Circular Nos. 14/2020 dated 8th April 2020, 17/2020 dated 13th April 2020, 22/2020 dated 15th June 2020, 33/2020 dated 28th September 2020, 39/2020 dated 31st December 2020 and 10/2021 dated 23rd June 2021 and Circular No. 20/2021 dated 8th December, 2021 (the "MCA Circulars"), this Notice along with the instructions regarding e-voting is being sent only by email to all those members, whose email addresses are registered with the Company or with the depository(ies) / depository participants and whose names appear in the register of members/list of beneficial owners as on the Cut-off date i.e., Thursday, 24th February, 2022. Members may note that this Notice also will be available on the Company's website, http://www.tatainvestment.com and on the website of National Securities Depository Limited ("NSDL"), www.evoting.nsdl.com. All the members of the Company as on the Cut-off date shall be entitled to vote in accordance with the process specified in this notice. Any person who is not a member on the Cut-off date shall treat this notice for information purpose only. As per the MCA Circulars, physical copy of the Notice, Postal Ballot Form and pre-paid business reply envelope are not being sent to the members for this Postal Ballot.
3. The Company hereby requests all its members to register their email addresses, if not yet registered, to promote green initiative and to enable the Company to provide all communications to the members through email.
4. For receiving copy of postal ballot notice electronically, members who have not yet registered their email addresses are requested to send an email to ticl@tata.com by mentioning the Shareholder Name, Folio No. / DP ID and Client ID.
5. In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("Rules"), Regulation 44 of the SEBI Listing Regulations, the Company is pleased to provide voting facility by electronic means ("e-voting") to the Members, to enable them to cast their votes electronically. The Company has engaged the services of NSDL to provide e-voting facility to its Members.
6. The e-voting period commences from 9.00 a.m. (IST) on Tuesday, 1st March, 2022 to 5.00 p.m. (IST) on Wednesday, 30th March, 2022. During this period, Members holding shares either in physical form or in dematerialized form, as on 24th February, 2022, i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he/she shall not be allowed to change it subsequently or cast vote again.
7. A Member cannot exercise his vote by proxy on Postal Ballot.
8. The Resolutions, if passed by requisite majority, will be deemed to be passed on the last date of the voting period i.e. Wednesday, 30th March, 2022.
9. The details of the process and manner for remote e-voting are explained herein below:

Step 1: Log-in to NSDL e-voting system at https://www.evoting.nsdl.com/

Step 2: Cast your vote electronically on NSDL e-voting system.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

1. Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated 9th December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.