ಅಡಿಟರ್ಸ್ ರಿಪೋರ್ಟ್Tata Motors Ltd.

Mar 31, 2026

We have audited the standalone financial statements of
Tata Motors Limited (formerly TML Commercial Vehicles
Limited) (the "Company") and its joint operation (including its
subsidiary company) which comprise the standalone balance
sheet as at 31 March 2026, and the standalone statement
of profit and loss (including other comprehensive income),
standalone statement of changes in equity and standalone
statement of cash flows for the year then ended, and notes
to the standalone financial statements, including material
accounting policies and other explanatory information.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the
Companies Act, 2013 ("Act") in the manner so required and
give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of
the Company as at 31 March 2026, and its profit and other
comprehensive loss, changes in equity and its cash flows for
the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under Section 143(10) of the Act.
Our responsibilities under those SAs are further described in
the Auditor''s Responsibilities for the Audit of the Standalone
Financial Statements section of our report. We are independent
of the Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the
Act and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis
for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
financial statements of the current period. These matters were
addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.

Accounting for transfer of Commercial Vehicles Business pursuant to the Composite Scheme of Arrangement

See Note 50 to the standalone financial statements

The key audit matter

How the matter was addressed in our audit

During the current year, Tata Motors Passenger Vehicles Limited (formerly Tata Motors Limited) ("TMPVL" or the "Demerged Company") transferred its Commercial Vehicles Business ("Demerged Undertaking") to Tata Motors Limited (formerly TML Commercial Vehicles Limited) ("TML" or the "Company") pursuant to a Composite Scheme of Arrangement amongst TMPVL, the Company and Tata Motors Passenger Vehicles Limited (''the Scheme''). The Scheme was approved by the Hon''ble National Company Law Tribunal ("NCLT"), Mumbai Bench, vide its order dated 25 August 2025. The appointed date of the Scheme is 1 July 2025 and the effective date is 1 October 2025. In accordance with Appendix C to Ind AS 103 - Business Combinations and the accounting treatment prescribed in the Scheme, the Company has recorded all assets and liabilities (including the related components of other equity) pertaining to the Demerged Undertaking at their respective carrying amounts as appearing in the books of account of the Demerged Company with effect from the appointed date. Consequently, the Company has restated its previous period financial statements from 1 July 2024 to recognize the effect of the above business combination.

In view of the significance of the matter, we applied the following audit procedures in this area : • Obtained an understanding of the key terms and conditions of the Scheme and the final order passed by the Hon''ble NCLT. • Evaluated the design and implementation and tested the operating effectiveness of controls relating to identification, recording and disclosures of assets, liabilities and related equity balances of Demerged Undertaking according to the accounting treatment mentioned in the Scheme. • Obtained and evaluated the Company''s assessment of the accounting, tax and disclosure requirements applicable to the transfer of the Demerged Undertaking, including the opinion obtained from the Company''s tax advisors, and assessed the competence and objectivity of management''s expert. • Examined the Company''s calculations of the financial information relating to the Demerged Undertaking, as extracted from the underlying financial statements of the

The key audit matter	How the matter was addressed in our audit
The transfer of the Demerged Undertaking has a significant impact on the measurement and disclosures in the Company''s standalone financial statements. The accounting involves identification of assets, liabilities and related equity balances transferred under the Scheme, which requires certain judgements and assumptions, and ensuring appropriate disclosures in accordance with the applicable Indian Accounting Standards (Ind AS). Given the unusual and non routine nature of the transaction and its significance to the standalone financial statements of the Company, we have identified the accounting for the transfer of the Demerged Undertaking as a key audit matter.	Demerged Company, and agreed the assets, liabilities and related equity balances recorded in the Company''s books of account with such information. Evaluated the reasonableness of the judgements and assumptions used by the Company in the identification of assets, liabilities and related equity balances transferred under the Scheme. • Assessed that the accounting treatment applied to the transfer of the Demerged Undertaking is consistent with the accounting treatment specified in the Scheme. • Evaluated the adequacy of disclosures made in the stand alone financial statements with respect to accounting of Scheme in accordance with the requirements of the applicable Ind AS.
Provision for Warranty
See Note 27 to the standalone financial statements
The key audit matter	How the matter was addressed in our audit
The Company incurs a liability for warranty contracts on new vehicle sales, in terms of which it is obligated to provide repair services for manufacturing defects over the contractual warranty period. As detailed in note 27 of the standalone financial statements, as at 31 March 2026, the Company has warranty provisions of H3,153 crores. The Company records a warranty provision which involves complexity, judgement and significant level of uncertainty. The computation of the provision considers the historical actual claims data and the recent data trends to estimate the expected payments for vehicles sold in respective years. Such expected payments are adjusted for any cost savings expected from various ongoing quality initiatives. There is an inherent uncertainty related to future events which may not mirror past experience. The likelihood of risk of material misstatement has further increased due to increasing warranty spend in the year which has diverged from provision levels. We determined provision for product warranty as a key audit matter due to high estimation uncertainty and involvement of significant judgement.	In view of the significance of the matter we applied the following audit procedures in this area - • Evaluated the design and implementation and tested the operating effectiveness of controls related to computation and approval of the warranty provisions. This included evaluation of assumptions related to expected warranty cost per vehicle and future events related to expected cost savings underlying the warranty provision calculation. • Evaluated any changes made to the provision policy and computation model. • Assessed and challenged the assumptions and recomputed the inputs used in warranty provision computations. • Identified and tested the completeness and accuracy of underlying information used in computation of provision with the assistance of our Information technology specialists. • Tested actualization of estimated warranty provision using statistical sampling. • Performed retrospective assessment of provision by comparing estimated and actual payments against warranty claims. • Performed sensitivity analysis to assess the reasonableness of management''s assumptions underlying the estimation of anticipated warranty payments; and • Evaluated the adequacy of disclosures relating to the estimation of Product warranty provisions.

Other Information

The Company''s Management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the annual report, but
does not include the financial statements and auditor''s report
thereon. The annual report is expected to be made available to
us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not
cover the other information and we will not express any form
of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the standalone financial statements or our
knowledge obtained in the audit, or otherwise appears to be
materially misstated.

When we read the annnual report, if we conclude that
there is a material misstatement therein, we are required to
communicate the matter to those charged with governance
and take necessary actions, as applicable under the relevant
laws and regulations.

Management''s and Board of Directors'' Responsibilities
for the Standalone Financial Statements

The Company''s Management and Board of Directors are
responsible for the matters stated in Section 134(5) of the Act
with respect to the preparation of these standalone financial
statements that give a true and fair view of the state of affairs,
profit/ loss and other comprehensive income, changes in
equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Indian Accounting Standards (Ind AS) specified under Section
133 of the Act. The respective Management and Board of
Directors of the Company and its joint operation (including
its subsidiary company) are responsible for maintenance of
adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and
its joint operation (including its subsidiary company) and for
preventing and detecting frauds and other irregularities;selection
and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the standalone
financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the respective
Management and Board of Directors are responsible for assessing
the ability of each company to continue as a going concern,
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the respective
Board of Directors either intends to liquidate the company or to
cease operations, or has no realistic alternative but to do so.

The respective Board of Directors are responsible for overseeing
the financial reporting process of each company.

Auditor''s Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor''s report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone
financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of
the standalone financial statements, whether due to fraud
or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under Section 143(3)

(i) of the Act, we are also responsible for expressing our
opinion on whether the company has adequate internal
financial controls with reference to financial statements
in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by the Management and
Board of Directors.

• Conclude on the appropriateness of the Management
and Board of Directors use of the going concern basis
of accounting in preparation of standalone financial
statements and, based on the audit evidence obtained,
whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the
Company''s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are
required to draw attention in our auditor''s report to the
related disclosures in the standalone financial statements
or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor''s report. However,
future events or conditions may cause the Company to
cease to continue as a going concern.

• Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

We communicate with those charged with governance of the
Company and such other entities included in the standalone
financial statements of which we are the independent auditors
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements
of the current period and are therefore the key audit matters.
We describe these matters in our auditor''s report unless law
or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because
the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of
such communication.

Other Matter

Corresponding figures (which includes financial position
and financial performance of commercial vehicles business
transferred to the Company pursuant to the Scheme) as at
and for the period ended 31 March 2025 included in these
standalone financial statements have not been audited.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order,
2020 ("the Order") issued by the Central Government of
India in terms of Section 143(11) of the Act, we give in
the "Annexure A" a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

2 A. As required by Section 143(3) of the Act,
we report that:

a. We have sought and obtained all the
information and explanations which to the best
of our knowledge and belief were necessary for
the purposes of our audit.

b. In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of
those books except for the matters stated
in the paragraph 2(B)(f) below on reporting
under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014.

c. The standalone balance sheet, the standalone
statement of profit and loss (including other
comprehensive income), the standalone
statement of changes in equity and the standalone
statement of cash flows dealt with by this Report
are in agreement with the books of account.

d. In our opinion, the aforesaid standalone
financial statements comply with the Ind AS
specified under Section 133 of the Act.

e. On the basis of the written representations
received from the directors of the Company
and its joint operation (including its subsidiary
company) on 1 April 2026 and 9 April 2026
taken on record by the respective Board of
Directors, none of the directors is disqualified
as on 31 March 2026 from being appointed as
a director in terms of Section 164(2) of the Act.

f. the modification relating to the maintenance
of accounts and other matters connected
therewith are as stated in the paragraph 2(A)
(b) above on reporting under Section 143(3)
(b) of the Act and paragraph 2B(f) below on
reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014.

g. With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company and its joint
operation (including its subsidiary company)
incorporated in India and the operating
effectiveness of such controls, refer to our
separate Report in "Annexure B".

B. With respect to the other matters to be included in
the Auditor''s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and
according to the explanations given to us:

a. The Company has disclosed the impact of
pending litigations as at 31 March 2026 on its
financial position in its standalone financial
statements - Refer Note 39 to the standalone
financial statements.

b. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses.

c. There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company or its joint
operation (including its subsidiary company)
incorporated in India.

d (i) The respective management of the
Company and its joint operation (including
its subsidiary company) incorporated in
India whose financial statements has been
audited under the Act has represented
to us that, to the best of its knowledge
and belief, other than as disclosed in the
Note 49 (IV) to the standalone financial
statements, no funds have been advanced
or loaned or invested (either from
borrowed funds or share premium or any
other sources or kind of funds) by the
Company and its joint operation (including
its subsidiary company) to or in any
other person(s) or entity(ies), including
foreign entities ("Intermediaries"), with
the understanding, whether recorded
in writing or otherwise, that the
Intermediary shall directly or indirectly
lend or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Company and its
joint operation (including its subsidiary
company) ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.

(ii) The respective management of the
Company and its joint operation (including
its subsidiary company) incorporated
in India whose financial statements
has been audited under the Act has
represented to us that, to the best of its
knowledge and belief, as disclosed in the
Note 49 (V) to the standalone financial
statements, no funds have been received
by the Company and its joint operation
(including its subsidiary company) from
any person(s) or entity(ies), including
foreign entities ("Funding Parties"), with
the understanding, whether recorded in
writing or otherwise, that the Company
and its joint operation (including its
subsidiary company) shall directly or
indirectly, lend or invest in other persons
or entities identified in any manner
whatsoever by or on behalf of the Funding
Parties ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures that
have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused us
to believe that the representations under
sub-clause (i) and (ii) of Rule 11(e), as
provided under (i) and (ii) above, contain
any material misstatement.

e. As stated in Note 21(B)(g) to the standalone
financial statements, the Board of Directors
of the Company has proposed final dividend
for the year which is subject to the approval
of the members at the ensuing Annual
General Meeting. The dividend declared is in
accordance with Section 123 of the Act to the
extent it applies to declaration of dividend.

The interim dividend declared and paid by the
joint operation during the year is in accordance
with Section 123 of the Act.

f. Based on our examination which included test
checks, except for the instances mentioned
below, the Company and its joint operation
(including its subsidiary company) have used
accounting softwares for maintaining its books
of account which, along with privilege access
management tool, wherever applicable, have a
feature of recording audit trail (edit log) facility
and the same has operated throughout the
year for all relevant transactions recorded in
the respective softwares:

i. In respect of the Company, the feature of
recording audit trail (edit log) facility was
enabled at the database level to log any
direct data changes for the accounting
software used for maintaining general
ledger on 4^th October 2025, post migration
to a new software from 1^st October 2025.

ii. In respect of the Company, the feature
of recording audit trail (edit log) facility
was not enabled at the database
level to log any direct data changes
for the accounting softwares used
for maintaining price master, variable
marketing expenses and time records for
product development cost.

iii. In respect of the Company, in the
absence of coverage of audit trail (edit
log) with respect to database level in the
independent auditor''s report in relation
to controls at the service organization for
accounting software used for preparation
of financial statements, which is operated

by third party software service provider,
we are unable to comment whether
the audit trail feature of the database
level of the said software was enabled
and operated throughout the year
for all relevant transactions recorded
in the software.

iv. In respect of the joint operation
(including its subsidiary company), for the
accounting software used for maintaining
the books of account relating to general
ledger, the audit trail feature (edit log)
facility was not enabled in respect of
direct create action at the database level
from 1 April 2025 to 18 June 2025.

Further, where audit trail (edit log)
facility was enabled, for the period of
its operation and use, we did not come
across any instance of the audit trail
feature being tampered with.

Further, this being the first year of
business operations of the Company,
pursuant to the Scheme, statutory record
retention requirements of audit trail of
previous years is not applicable.

Additionally, in respect of the Joint
operation (including its subsidiary
company), where audit trail (edit log)
facility was enabled and operated in
the previous year, the audit trail has
been preserved by the joint operation
(including its subsidiary company) as
per the statutory requirements for
record retention.

C. With respect to the matter to be included in the
Auditor''s Report under Section 197(16) of the Act:

In our opinion and according to the information and
explanations given to us, the remuneration paid by
the Company to its directors during the current year
is in accordance with the provisions of Section 197
of the Act. The remuneration paid to any director
by the Company is not in excess of the limit laid
down under Section 197 of the Act. The Ministry of
Corporate Affairs has not prescribed other details
under Section 197(16) of the Act which are required
to be commented upon by us.

Further, with respect to the joint operation
(including its subsidiary company) included in the
standalone financial statements, in our opinion and
according to the information and explanations given
to us, the provisions of Section 197 of the Act are
not applicable to the joint operation (including its
subsidiary company) incorporated in India since it is
not a public company.

For B S R & Co. LLP

Chartered Accountants
Firm''s Registration No.:101248W/W-100022

Vijay Mathur

Partner

Place: Mumbai Membership No.: 046476

Date: 13 May 2026 ICAI UDIN:26046476OVOSMX6625