Tata Power Seeks ₹53,000 Crore Shareholder Approval for FY27 Related Party Deals

MUMBAI, FEBRUARY 16, 2026: Tata Power Company Limited, one of India's largest integrated power companies, has sought shareholder approval through a postal ballot for six material related party transactions (RPTs) aggregating over ₹53,000 crore for the financial year 2026-27.

The company issued a postal ballot notice on February 4, 2026, seeking approval for business deals with group companies including Tata Projects Limited, Tata Steel Limited, and various subsidiaries involved in renewable energy and power distribution.

The voting period commences on February 17, 2026, and will conclude on March 18, 2026, with shareholders eligible as on the cut-off date of February 6, 2026, being entitled to cast their votes through remote e-voting.

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Key Proposals Before Shareholders

1. Tata Projects Limited (TPL) - ₹27,984 Crore

The largest proposal involves engineering, procurement, and construction (EPC) services from TPL, an associate company where Tata Power holds 22.70% stake. The transactions include:

EPC services for Flue Gas Desulphurisation (FGD) projects at Mundra (4,150 MW) and Jojobera (447 MW) thermal plants
EPC works for the proposed 1,800 MW Shirawta Pumped Storage Project
Transmission projects to be awarded under tariff-based competitive bidding

Tata Sons Private Limited, the promoter of Tata Power, holds 73.25% shares in TPL. Dr. Praveer Sinha, CEO & Managing Director of Tata Power, serves as Non-Executive Chairman of TPL.

2. Tata Steel Limited (TSL) - ₹4,270 Crore

The proposal with TSL, a promoter group company, covers:

Sale of power from Jojobera and Haldia generating units
Construction of transmission infrastructure
Purchase of coils, sheets, plates, and coal by-products
Rendering of EPC and project management services

Tata Sons holds 31.76% in TSL, while TSL holds 1.22% in Tata Power.

3. Renewable Energy Subsidiary Deals - ₹11,000 Crore

Two significant proposals involve Tata Power Renewable Energy Limited (TPREL) and its subsidiaries:

With TP Solar Limited (TPSL): ₹7,000 crore for purchase of solar modules by TPREL from TPSL for its EPC business and supply of raw materials for module manufacturing
With TP Vardhaman Surya Limited (TPVSL): ₹4,000 crore for domestic lending, leasing of premises, and project management services for a 966 MW solar-wind hybrid plant supplying power to Tata Steel

TPREL is a debt-listed subsidiary where Tata Power holds 88.57% equity.

4. Odisha Distribution Deals - ₹9,200 Crore

Two proposals involve power purchase from GRIDCO Limited by Tata Power's Odisha distribution subsidiaries:

TP Central Odisha Distribution Limited (TPCODL): ₹4,600 crore for power purchase
TP Western Odisha Distribution Limited (TPWODL): ₹4,600 crore for power purchase

Both are joint ventures where Tata Power holds 51% and GRIDCO holds 49% equity. As per vesting orders from Odisha Electricity Regulatory Commission, these distribution companies must meet their power purchase requirements through GRIDCO's power purchase agreements.

Regulatory Context

Under SEBI Listing Regulations, a related party transaction becomes "material" requiring shareholder approval if it exceeds ₹3,600 crore for Tata Power, based on its consolidated turnover exceeding ₹40,000 crore.

The company's Audit Committee, comprising independent directors, has reviewed all proposals along with external valuation reports confirming arm's length pricing. The committee also reviewed certificates from the CEO & Managing Director and Chief Financial Officer as required under RPT Industry Standards.

Voting and Disclosures

The company has engaged National Securities Depository Limited (NSDL) to provide remote e-voting facility. Shareholders holding shares in physical or demat mode as on February 6, 2026, are eligible to vote.

In compliance with regulations, related parties will abstain from voting on resolutions where they have interest. For instance, Tata Sons and its nominees will not vote on the Tata Steel resolution.

Mr. P. N. Parikh of Parikh & Associates, Practicing Company Secretaries, has been appointed as Scrutinizer to oversee the postal ballot process in a fair and transparent manner. The results will be declared on or before March 20, 2026.

Management Commentary

The explanatory statement accompanying the notice emphasizes that all proposed transactions are in the ordinary course of business and at arm's length. The company stated that association with reputed Tata Group companies provides assurance of integrity and reliability, while ensuring continuity in supply of goods and services.

"While both entities belong to the Tata Group, each operates independently with distinct commercial responsibilities. The transactions are designed to harness group synergies, ensure continuity and reliability, and enhance operational efficiency, without compromising independence," the company said in its explanatory statement.

Document Availability

The postal ballot notice and explanatory statement are available on Tata Power's website (www.tatapower.com), stock exchange websites (BSE and NSE), and NSDL's e-voting portal (www.evoting.nsdl.com). External valuation reports confirming arm's length pricing are also available for shareholder inspection through a QR code provided in the notice.

Shareholders who have not registered their email addresses can do so with the company's registrar, MUFG Intime India Private Limited, by March 9, 2026, to receive voting credentials.

For further information, contact:
The Tata Power Company Limited
Registered Office: Bombay House, 24, Homi Mody Street, Mumbai 400 001
Email: tatapower@tatapower.com | Website: www.tatapower.com