Tata Motors Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

The Directors are pleased to present herewith the Integrated Annual Report of Tata Motors Limited (Formerly TML Commercial
Vehicles Limited) (''the Company'') along with the Audited Financial Statements for the Financial Year (''FY'') ended March 31, 2026.

FINANCIAL HIGHLIGHTS

Particulars	Standalone*		Consolidated
	FY26	June 23, 2024 to March 31, 2025#	FY26	June 23, 2024 to March 31, 2025#
Revenue from operations	77,399	52,557	83,855	58,217
Total expenditure	66,701	45,583	75,549	51,140
Operating profit	10,698	6,974	8,306	7,077
Other Income	1,035	679	1,124	877
Profit before share of profit in equity accounted investees (net), interest, foreign exchange, depreciation, amortization, product development/ engineering expenses, exceptional item and tax	11,733	7,653	9,430	7,954
Share of profit in equity accounted investees (net)	-	-	169	125
Finance cost	629	650	874	1,079
Profit before depreciation, amortization, product development/engineering expenses, exceptional item, foreign exchange and tax	11,104	7,003	8,725	7,000
Depreciation, amortization and product development/ engineering expenses	2,484	2,312	2,734	2,504
Foreign exchange (gain)/loss (net)	(62)	83	(100)	91
Profit before exceptional items and tax	8,682	4,608	6,091	4,405
Exceptional Items - loss (net)	3,700	285	1,428	317
Profit before tax	4,982	4,323	4,663	4,088
Tax expenses/ (credit) (net)	1,620	844	1,633	893
Profit for the year/period	3,362	3,479	3,030	3,195
Other comprehensive (loss)/income	(147)	113	21	(5)
Total comprehensive income for the year/period	3,215	3,592	3,051	3,190
Attributable to:
Shareholders of the Company			3,051	3,190

* It includes the Company''s proportionate share of income and expenditure in its joint operations, namely, Tata Cummins Private Limited and its subsidiary.
#The Company was incorporated on June 23, 2024 and the Financial Statements of the Company are restated from the date of incorporation to give
effect to the Composite Scheme of Arrangement as defined under ''Schemes'' section of this Report. Though the Company was incorporated on June 23,
2024, the Statement of Profit and Loss has been prepared from July 1, 2024 for practical purposes. Further, the comparative figures for the period from
June 23, 2024 to March 31, 2025 are not comparable to the figures for year ended March 31, 2026.

FINANCIAL PERFORMANCE
Operating Results and Profits

Consolidated revenue of the Company from operations
was H83,855 crore in FY26, whereas for the nine months
ended FY25 consolidated revenue it was H58,217 crore.
The consolidated underlying EBITDA margin was at 12.3%
in FY26 as compared to 11.3% in nine months ended FY25.
Consolidated underlying EBIT margin was at 10.2% in FY26
as compared to 8.6% in nine months ended FY25. The profit
before tax was H4,663 crore in FY26, whereas for the nine
months ended FY25 it was H4,088 crore. Profit for the year
stood at H3,030 crore in FY26 whereas for the nine months
ended FY25 it was H3,195 crore.

The free cash flow (auto) was an inflow of H12,438 crore in FY26
whereas for the nine months ended FY25 it was H5,880 crore.

Standalone revenue from operations (including joint
operations) was H77,399 crore in FY26 whereas for the nine
months ended FY25 the revenue was H52,557 crore. The profit
before and after tax (including joint operations) for FY26 was
H4,982 crore and H3,362 crore, respectively whereas for the
nine months ended FY25 it was H4,323 crore and H3,479 crore,
respectively. This was due to current tax charge of H1,005 crore
whereas for the nine months ended FY25 it was H76 crore.

Please refer to the paragraph on Operating Results in the
Management Discussion & Analysis Report section for
detailed analysis.

DIVIDEND

Declaration and Payment of Dividend

The Board of Directors (''the Board'') is pleased to recommend
declaration of a final dividend amounting to H4/- per Equity
Share of face value H2/- each fully paid-up, i.e., (200%) for FY26.

The Board has recommended the dividend based on the
parameters laid down in the Dividend Distribution Policy and
dividend will be paid out of the profits of the year.

The said dividend, if approved by the Members at the ensuing
Annual General Meeting (''the AGM'') will be paid to those
Members whose name appears on the Register of Members
(including Beneficial Owners) of the Company as at the end of
Friday, June 12, 2026. The said dividend, would involve cash
outflow of H1,473 crore, resulting in a payout of 43.8% of the
standalone net profit of the Company for FY26.

Pursuant to the Finance Act, 2020, as amended from time to
time, dividend income is taxable in the hands of the Members,
and the Company is required to deduct tax at source from
dividend paid to the Members at prescribed rates as per the
Income Tax Act, 2025.

Record Date

The Company has fixed Friday, June 12, 2026 as the ''Record
Date'' for the purpose of determining the entitlement of
Members to receive dividend for FY26.

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (''SEBI Listing Regulations''), the Board had
formulated a Dividend Distribution Policy (''the Policy'').

The Board amended the Policy to increase the range of
the dividend payout ratio applicable to shareholders.
The Policy is available on the Company''s website URL at:
https://cv.tatamotors.com/assets/cv/files/investors/2023/11/
dividend-distribution-policy.pdf

TRANSFER TO RESERVES

The Board has decided to retain the entire amount of profit for
FY26 in the distributable retained earnings.

BUSINESS PERFORMANCE

The Indian Commercial Vehicle industry traversed a year of two
distinct phases in FY26, with the full year outcome reflecting
the sector''s underlying resilience and the positive impact of
timely policy support. The first half was characterised by a
subdued demand environment, as fleet operators adopted a

cautious approach amid weak freight demand and industrial
activity, along with delays in infrastructure and project
execution, partly influenced by seasonal and monsoon related
factors. This led to deferment of purchasing decisions and
moderated demand across segments.

The recovery gathered momentum in the second half of
the year, supported by rationalisation within the Goods and
Services Tax framework, which improved logistics efficiency
and fleet economics, thereby unlocking pent up demand
across the commercial vehicle ecosystem. In addition, a series
of repo rate reductions by the Reserve Bank of India improved
financing affordability and supported fleet acquisition,
particularly for small and mid sized operators.

Demand strengthened progressively through the latter
part of the year, with broad based growth across segments,
reflecting increased infrastructure activity and improving
freight availability. The bus segment continued to remain a
steady contributor, supported by government procurement,
ongoing fleet renewal by State Road Transport Undertakings
and increasing adoption of electric buses. The industry also
progressed towards cleaner mobility solutions including
electric, CNG and alternative fuel vehicles, alongside regulatory
focus on safety and driver comfort.

Towards the end of the year, geopolitical developments in
West Asia introduced some uncertainty around fuel prices and
supply chains. However, underlying demand drivers including
infrastructure investment, replacement demand and gradual
rural recovery remained intact, providing a stable foundation
for the sector going forward.

Please refer to the paragraph on Commercial Vehicles in
India in the Management Discussion & Analysis section for
detailed analysis.

Iveco Group N.V.

On July 30, 2025, an agreement was reached with Iveco Group
N.V. to create a global commercial vehicles group through
an all-cash voluntary tender offer for all issued common
shares of Iveco Group. The proposed transaction is intended
to combine two businesses with complementary product
portfolios and capabilities, with limited overlap in industrial
and geographic footprints.

The offer contemplates an acquisition price of €14.1 per
share in cash and represents a total equity consideration of
approximately €3.8 billion (approximately H41,691 crore as on
March 31, 2026), excluding Iveco''s defence business.

The completion of the offer, expected to be completed during
2^nd quarter of FY27, is conditional, inter alia, on regulatory
approvals and certain other conditions.

Smart Mobility Business

Tata Motors has cumulatively deployed over 3,800 electric
buses across 12 cities till FY26. Since inception, the e-bus
fleet has clocked more than 53 crore kilometers while
consistently maintaining over 95% uptime. The deployment
has also contributed to reducing over 300k tCO₂ of
tailpipe emissions.

Tata Daewoo Mobility Company Limited (''TDM'') (Formerly
Tata Daewoo Commercial Vehicle Company Ltd)

The revenue of TDM for FY26 was W832.1 billion, whereas
for the nine months ended FY25 was W658.4 billion. Vehicle
sales volumes were at 7,104 units in FY26 whereas for the nine
months ended FY25 it was 5,738 units. The subdued domestic
sales were attributable to prevailing economic challenges and
political instability in the Korean economy, while export sales
were impacted by intensified global geopolitical tensions,
conflicts, trade disputes, and shifting alliances.

SCHEMES

Composite Scheme of Amalgamation amongst the
Company, TMF Holdings Limited and TMF Business
Services Limited and their respective shareholders

The Board at its meeting held on January 29, 2026 approved
the Composite Scheme of Amalgamation amongst the
Company ("TML" or "Amalgamated Company" or "Tata
Motors"), TMF Holdings Limited ("TMFHL" or "Amalgamating
Company 1"), and TMF Business Services Limited ("TMFBSL" or
"Amalgamating Company 2") and their respective shareholders
under Sections 230 to 232 of the Companies Act, 2013
(''the Act'') and other applicable provisions of the Act and
the rules framed thereunder, inter alia, for the merger of
TMFHL and TMFBSL, being direct and indirect wholly owned
subsidiaries, respectively, with TML.

The proposed amalgamation of TMFHL and TMBSL with TML,
would, inter alia, have the following benefits:

i. Rationalisation and simplification of structure by
reducing the number of legal entities thereby reducing
structural complexity and facilitating more efficient
management; and

ii. Elimination of administrative duplications, consequently
reducing administrative and other associated costs of
maintaining separate entities.

The Company received the ''observation letter'' issued by
BSE Limited and National Stock Exchange Limited dated
May 14, 2026 and is in the process of filing necessary application
before the Hon''ble National Company Law Tribunal, Mumbai
Bench for necessary directions.

Composite Scheme of Arrangement as sanctioned by
Hon''ble National Company Law Tribunal

The Hon''ble National Company Law Tribunal, Mumbai
Bench (''NCLT''), vide its Orders dated August 25, 2025 and
September 10, 2025, approved the Composite

Scheme of Arrangement amongst Tata Motors
Limited (name changed to Tata Motors Passenger
Vehicles Limited) (''TMPV'' or ''Demerged Company''),
TML Commercial Vehicles Limited (name changed to
Tata Motors Limited) (''the Company'') and Tata Motors
Passenger Vehicles Limited (''TMPVL'') (amalgamated with
effect from October 1, 2025), inter alia, providing for:

• the demerger of the Commercial Vehicles Business of
TMPV into the Company on a going concern basis; and

• the amalgamation of TMPVL with TMPV, with

the objective of consolidating the Passenger
Vehicles Business into TMPV (''the Scheme''

or ''the Composite Scheme of Arrangement'').

The certified true copy of the Orders passed by the Hon''ble
NCLT approving the Scheme was filed with the Registrar of
Companies on October 1, 2025, pursuant to which the Scheme
became effective from such date, with July 1, 2025 being the
Appointed Date.

Consequent upon the Scheme becoming effective, the
following changes were effected:

• Changes in Share Capital of the Company

a) Cancellation of Pre-Scheme Share Capital

- The entire pre-Scheme paid-up Share Capital of the
Company amounting to H10,00,000, comprising

5.00. 000 fully paid-up Equity Shares of H2/- each
held by TMPV, stood cancelled and reduced in
accordance with the Scheme. Consequently, the
Company ceased to be a wholly owned subsidiary
of TMPV w.e.f October 15, 2025.

b) Increase in the Authorized Share Capital:

- During the year under review, the Authorized
Share Capital of the Company was increased
from H50,00,000 (Rupees Fifty Lakh) divided into

25.00. 000 (Twenty Five Lakh) Equity Shares of
H2/- each (Rupees 2) to H40,00,00,00,000 (Rupees
Four Thousand Crore) divided into 5,00,00,00,000
(Five Hundred Crore) Equity Shares of H2/- each
(Rupees 2) each, amounting to H10,00,00,00,000
(Rupees One Thousand Crore) and 30,00,00,000
(Thirty Crore) Convertible Cumulative Preference
Shares of H100/- each amounting to H30,00,00,00,000

(Rupees Three Thousand Crore) ranking pari passu
with the existing Equity Shares in all respects as
per the Memorandum and Articles of Association
of the Company.

c) Increase in the Paid-up Share Capital:

- The Committee of the Company as authorized

by the Board, at its Meeting held on
October 15, 2025, issued and allotted

3,68,23,31,373 Equity Shares of the face
value of H2/- each fully paid up to the eligible
equity shareholders of TMPV, whose names
were recorded in Register of Members and /or
records of depositories on the Record Date, i.e.,
October 14, 2025, in the ratio of 1:1.

- As on March 31, 2026 and date of this Report, the
paid-up equity share capital of the Company is
H7,36,46,62,746 divided into 3,68,23,31,373 Equity
Shares of H2/- each.

• Change in the name of the Company

Pursuant to the effectiveness of the Scheme and upon
receipt of fresh certificate of incorporation from the
Ministry of Corporate Affairs, the name of the Company
was changed from "TML Commercial Vehicles Limited" to
"Tata Motors Limited" with effect from October 29, 2025.

• Listing on BSE Limited and National Stock Exchange
of India Limited

The Equity Shares of the Company were listed and
admitted to trading on BSE Limited and the National
Stock Exchange of India Limited with effect from
November 12, 2025.

DEBENTURES

Pursuant to the Composite Scheme of Arrangement,
the Company accepted the transfer of the outstanding
Non-Convertible Debentures aggregating to H2,300 crore,
together with all rights, obligations and liabilities from the
Demerged Company viz. Tata Motors Passenger Vehicles
Limited (Formerly Tata Motors Limited).

Refer para on "Details of Non-Convertible Debentures" of the
Corporate Governance (''CG'') Report for additional details.

FINANCE & CREDIT RATING

During FY26, supported by sustained strong free cash flow
generation, Tata Motors Limited (including Joint operations
with Tata Cummins) continued to deliver on its deleveraging
objectives and remained net cash positive. The standalone net
cash position increased significantly to H7,451 crore as at the
end of FY26, compared to H1,614 crore as at the end of FY25.

During the year, Tata Motors CV Group (''the Group'') delivered
on its deleveraging targets and became net cash positive of
H7,433 crore as at the end of FY26, as compared to a net debt
of H4,616 crore as at the end of FY25 excluding investments in
Tata Capital, reflecting continued improvement in the Group''s
balance sheet strength. Post Inclusion of investments in Tata
Capital, the Group reported a net cash position of H13,713 crore
as at the end of FY26, as compared to net debt of H4,016 crore.
The Group continues to maintain adequate liquidity buffers,
enabling it to effectively manage external uncertainties and
operating requirements.

Following the successful demerger, the transition of credit
ratings to the Company was executed seamlessly, with
rating agencies recognizing the process as credit neutral.
The Company''s strong credit profile is anchored by its
Commercial Vehicles business. The demerger had no adverse
impact on financial risk, with leverage and liquidity positions
remaining stable.

The Company has been assigned AA ratings with a Stable
outlook from all three leading domestic credit rating
agencies—CRISIL, ICRA & CARE Ratings. On the global front,
the Company initiated ratings for Tata Motors Limited, TML
CV Holdings Pte. Ltd., and TML CV Holdings B.V. with S&P
Global Ratings.

The agency noted the Company''s stronger business risk profile,
solid financial risk profile and robust free cash flow
generation. The agency also noted the Company''s proposed
EUR 3.8 billion acquisition of Iveco could be neutral for the
credit rating. Reflecting these strengths, S&P Global Ratings
assigned the Company an Investment Grade rating of ''BBB''
with a Stable outlook. This outcome underscores the resilience
of the Company''s financial framework and the confidence
of rating agencies in the Company''s long-term strategy and
execution capabilities.

Please refer to the paragraph on Credit Ratings in Corporate
Governance Report and Liquidity and Capital Resources in the
Management Discussion & Analysis section for detailed analysis.

MATERIAL CHANGES AND COMMITMENT
AFFECTING THE FINANCIAL POSITION

There are no material changes affecting the financial position
of the Company, subsequent to the close of the FY26 till the
date of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and
its subsidiaries for FY26 have been prepared in compliance
with the applicable provisions of the Act and as stipulated
under Regulation 33 of SEBI Listing Regulations as well as in
accordance with the Indian Accounting Standards notified
under the Companies (Indian Accounting Standards) Rules,

2015. The audited consolidated financial statements together with the Independent Auditor''s Report thereon form part of this
Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the subsidiary
companies is attached to the Financial Statements in Form AOC-1.

Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statements of the
subsidiary companies upon a request by any Member of the Company or its subsidiary companies. These financial statements of
the Company and the subsidiary companies will also be kept open for inspection by any Member. The members can send an e-mail
to[email protected]upto the date of the AGM and the same would also be available on the Company''s website URL:
https://cv.tatamotors.com/annual-reportsand https://cv.tatamotors.com/subsidiary-annual-reports

SUBSIDIARY, JOINT ARRANGEMENTS AND ASSOCIATE COMPANIES

As on March 31, 2026, the Company had 16 subsidiaries (9 direct and 7 indirect), 6 associate companies, 2 joint ventures and
1 joint operation as disclosed in the accounts.

During FY26, the following changes have taken place in subsidiary / associates / joint venture companies:

• Consequent upon demerger of the Commercial Vehicles business and the concurrent transfer of TMPV Group Companies
to the Company, the entire shareholding held by TMPV in the following entities was transferred to the Company, w.e.f.,
October 1, 2025, i.e. the effective date of the Scheme.

Sr no	Name of the Company	Relationship with the Company pursuant to the effectiveness of the Scheme	Percentage of Shareholding transferred from TMPV to the Company
Direct Subsidiaries:
1.	Tata Motors Insurance Broking and Advisory Services Limited	Wholly Owned Subsidiary	100
2.	Tata Hispano Motors Carrocera S.A.	Wholly Owned Subsidiary	100
3.	Tata Hispano Motors Carrocerries Maghreb SA	Wholly Owned Subsidiary	100
4.	Tata Motors Body Solutions Limited	Wholly Owned Subsidiary	100
5.	TML CV Mobility Solutions Limited	Wholly Owned Subsidiary	100
6.	TML Smart City Mobility Solutions Limited	Wholly Owned Subsidiary	100
7.	TMF Holdings Limited	Wholly Owned Subsidiary	100
8.	TML CV Holdings Pte. Ltd.	Wholly Owned Subsidiary	100
Indirect Subsidiaries:
1.	Tata Daewoo Mobility Company Limited (Subsidiary of TML CV Holdings Pte. Ltd.)	Step down Subsidiary	100
2.	Tata Daewoo Mobility Sales Company Limited (Subsidiary of Tata Daewoo Mobility Company Limited)	Step down Subsidiary	100
3.	PT Tata Motors Indonesia (Subsidiary of TML CV Holdings Pte. Ltd.)	Step down Subsidiary	100
4.	PT Tata Motors Indonesia Distribution Limited (Subsidiary of PT Tata Motors Indonesia)	Step down Subsidiary	100
5.	TMF Business Services Limited (Subsidiary of TMF Holdings Limited)	Step down Subsidiary	100
6.	TML Smart City Mobility Solutions (J&K) Private Limited (Subsidiary of TML Smart City Mobility Solutions Limited)	Step down Subsidiary	100
7.	TML CV Holdings B.V. (Subsidiary of TML CV Holdings Pte. Ltd.)	Step down Subsidiary	100
Associate Companies:
1.	Automobile Corporation of Goa Limited	Associate	48.98
2.	Nita Company Limited	Associate	40.00
3.	Tata Hitachi Construction Machinery Company Private Limited	Associate	39.74

Sr		Relationship with the	Percentage of Shareholding
	Name of the Company	Company pursuant to the	transferred from TMPV to
		effectiveness of the Scheme	the Company
4.	Freight Commerce Solutions Private Limited	Associate	42.11 (on a fully diluted basis, subject to conversion of Compulsorily Convertible Preference Shares)
5.	Tata Motors Foundation	Associate	47.00
Joint Operations:
1.	Tata Cummins Private Limited	Joint Operations	50.00
2.	TCPL Green Energy Solutions Private Limited	Subsidiary of Joint	50.00
	(Subsidiary of Tata Cummins Private Limited)	Operations
Joint Ventures:
1.	Tata Motors Digital.AI Labs Limited	Joint Ventures	50.00
2.	Tata Motors Global Services Limited	Joint Ventures	50.00
	(Formerly TML Business Services Limited)

• Acquisition of 26% stake in Traveltime E-Mobility Chennai
Private Limited (''TECPL'') by TML Smart City Mobility
Solutions Limited, a Wholly Owned Subsidiary (''WOS'')
of the Company on January 12, 2026, pursuant to which,
TECPL became an associate of the Company.

• AIEQU Mobility Limited was incorporated on
January 19, 2026 as a WOS of the Company.

There has been no material change in the nature of the
business of the subsidiary companies.

The policy for determining material subsidiaries of the
Company is available on the Company''s website URL:
https://cv.tatamotors.com/assets/cv/files/investors/2024/11/
Tata-Motors-Materialitv-Policv-nov24.pdf

RISK MANAGEMENT

The Board has constituted a Risk Management Committee to
frame, implement, monitor and review the Risk Management
Policy and to ensure its effectiveness. Through an Enterprise
Risk Management Program, the business units and the
corporate functions address their short, medium and long
terms risks. The Audit committee has an additional oversight
on the financial risks and controls.

Please refer paragraph on Risk Management of the Integrated
Report for detailed analysis.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
ADEQUACY

The Company''s internal control systems are commensurate
with the nature of its business, the size and complexity of its
operations and such internal financial controls with reference
to the Financial Statements are adequate.

Please refer to the paragraph on Internal Control Systems and
their Adequacy in the Management Discussion & Analysis
section for detailed analysis.

HUMAN RESOURCES

Please refer to the paragraph on Human Resources / Industrial
Relations in the Management Discussion & Analysis section for
detailed analysis.

DIVERSITY AND INCLUSION

The Company believes that diversity, equity, and inclusion
(''DEI'') are essential drivers of innovation. By embracing varied
perspectives and lived experiences from across different
backgrounds, the Company creates a workplace culture
that encourages creativity, collaboration and breakthrough
thinking. To formalize the Company''s commitment, a dedicated
DEI brand identity — DEIsha was introduced, which serves as
the anchor for all DEI-related initiatives across the organization.
In FY25, the Company launched the Lighthouse Framework,
designed to assess and advance progress across ten critical
focus areas of DEI. Following the launch and subsequent
operationalization of the Lighthouse Framework under the
aegis of the DEIsha program, the Company has witnessed
a steady and meaningful evolution in the DEI journey. What
began as structured design (programs and processes) has
now matured into a broader organizational philosophy, with
adoption extending well beyond formal frameworks to become
embedded in everyday behaviors and decision-making.

Some of the key initiatives this year include:

• Lakshya Program: CV Lakshya witnessed a steep
increase on gender diversity, with numbers rising from
28 in FY25 to 144 in FY26. Presently, 47% of Lakshya
trainees are women.

• Kaushalya Program: 27 % of 9,193 candidates for Kaushalya
are women.

• Net Promoter Score / Culture and Engagement: Round
Robbin session with women colleagues grew stronger in
FY26. It is an initiative where a structured listening post
is created based on cultural values along with solutioning
challenges, if any.

• Capability Development: DEIsha rolled out the third
cohort of empowHER, a flagship empowerment program
for women professionals at L4 and L5 levels, along with a
separate batch for L3 early this year. A total of 60 women
from Commercial Vehicles have been covered this year.

• Enabling Persons with Disabilities (''PWD''): A total of 253
PWDs is currently employed across all locations of Pune,
JSR, Dharwad, Lucknow and Pantnagar. Over the last two
years, all the PWDs have garnered extremely positive
feedback owing to their ownership, zero absenteeism and
quality improvement.

• Sensitization: Since inception, 1800 people managers
have been covered in ONEderful Conversations-the
flagship sensitization session on inclusion which is a half
day facilitator-led workshop designed to build inclusive
leadership capabilities in the organization.

• Allyship in Action: This is a two-hour intensive workshop
featuring experiential case studies, designed for
managers who have attended ONEderful Conversations.
In FY26, a pilot was conducted covering 56 participants
across Jamshedpur, Lucknow, Pantnagar, Dharwad and
Engineering Research Centre, Pune. The program was
delivered within a record timeline, resulting in a strong
perceived impact.

Throughout FY26, the Company also celebrated key DEI
milestones in alignment with its annual DEI calendar:
Pride Month (Q1), a campaign on Allyship in Action (Q2),
International Day of Persons with Disabilities (Q3), and
International Women''s Day (Q4), all marked by enthusiastic
participation across locations.

The Company is encouraged by measurable progress: attrition
among women employees has declined significantly women''s
participation has grown. The overall gender diversity ratio
(staff and technician together) improved significantly, rising to
12.8% in FY26 from 10.2% in FY25, reflecting our strong focus
on creating a more inclusive and equitable workplace.

PREVENTION OF SEXUAL HARASSMENT

The Company has a zero-tolerance policy for sexual harassment
in the workplace. It has adopted a comprehensive policy on
Prevention, Prohibition and Redressal of Sexual Harassment
at Workplace, in alignment with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition

and Redressal) Act, 2013 and Rules framed thereunder. An
Internal Committee (''IC'') has been established across all
the Company''s work locations and offices to address any
complaints related to sexual harassment.

During FY26, the Company received 8 complaints on sexual
harassment, of which 6 have been suitably resolved in
accordance with the Company''s established processes.
Of the total complaints, 3 complaints were pending for more
than ninety days predominantly due to non-availability of the
complainant/(s) or defendant/(s). To ensure comprehensive
coverage, the Company organized around 385 awareness
workshops across various locations, covering approximately
14,200 resources (cumulative), including the flexible and
temporary workplace, blue-collar employees and new joiners.
Furthermore, a two-day training session was conducted for the
IC members. To enable uniform understanding and wider reach,
the Company has extensively utilized a video-based awareness
module, developed in local languages, for the deployment of
training to the shop-floor employees across the organization.
Additionally, e-module trainings on Prevention of Sexual
Harassment (''POSH'') awareness and POSH scenario-based
assessments are mandatory for all new white-collar joiners.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company remains committed to strengthening support
for women employees and ensures compliance with the
applicable provisions of the Maternity Benefit Act, 1961,
supported by well-established policies, systems, and processes
for sustained adherence.

TATA MOTORS LIMITED SHARE-BASED LONG TERM
INCENTIVE SCHEME (''TML SLTI SCHEME'')

Pursuant to Clause 9 of the Composite Scheme of Arrangement,
the unexercised performance share units (''PSUs'') (whether
vested or unvested) granted to participants under the (i) Tata
Motors Limited Share-based Long Term Incentive Scheme,
2021; (ii) Tata Motors Limited Share-based Long Term Incentive
Scheme 2024; and/or (iii) any other share-based incentive
schemes to be introduced by the Demerged Company
(''Demerged Company''s Incentive Scheme(s)'') and remaining
outstanding as on the record date i.e. October 14, 2025, shall
entitle such participants to receive one (1) corresponding PSU
to be granted by the Company under a new incentive scheme.

Accordingly, the Board based on the recommendation of
the Nomination and Remuneration Committee (''NRC''), at its

Meeting held on March 11, 2026, had, inter alia, approved

the adoption of TML SLTI Scheme, in accordance with the SEBI
(Share Based Employee Benefits & Sweat Equity) Regulations,
2021, (''SEBI (SBEB & SE) Regulations'') for issuance and
allotment of not exceeding 23,07,647 Equity Shares of H2/-
each of the Company.

The statutory disclosures as mandated under the SEBI (SBEB
& SE) Regulations and a certificate from the Secretarial
Auditors confirming implementation of the above Scheme
in accordance with SEBI (SBEB & SE) Regulations, Members
approval and Composite Scheme of Arrangement will be
available for electronic inspection by the Members during the
AGM and is also hosted on the website of the Company URL:
https://cv.tatamotors.com/esop

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed to the Report
as Annexure-1.

A Statement containing Particulars of Top 10 Employees and
Particulars of Employees under Section 197(12) of the Act
read with Rule 5(2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
forms part of this Report. The circulation of this Statement
to the shareholders has been excluded in terms of proviso
to Section 136(1) of the Act. The said Statement is open
for inspection and any member interested in obtaining a
copy of the same may write to the Company Secretary at
[email protected].

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations,
the Business Responsibility and Sustainability Report (''BRSR'')
on initiatives taken from an environmental, social and
governance perspective, in the prescribed format is available
as a separate section of the Annual Report and is also available
on the Company''s website URL:https://cv.tatamotors.
com/annual-reports

In terms of SEBI Listing Regulations, the Company has
obtained, BRSR Reasonable assurance on BRSR Core Indicators
from KPMG Assurance and Consulting Services LLP on a
standalone basis.

SAFETY & HEALTH - PERFORMANCE & INITIATIVES
SAFETY

At Tata Motors, safety is a core value and a non-negotiable
priority, across all our operations. The commitment to Zero
Harm Culture is driven by an "Integrated Safety Management
System" aligned with ISO 45001:2018, focused on protecting
lives and enhancing employee well-being.

The Company''s safety governance is led by the Corporate Social
Responsibility & Safety Health and Sustainability Committee
(''SHS'') Committee, supported by SHS Councils, Corporate
Sub-Committees and Plant Apex Committees. This multi-tiered

structure ensures strong alignment between strategy and
execution across shopfloors which extends across commercial
and support functions. This enables a holistic and enterprise¬
wide safety culture.

In FY26, the Company strengthened the safety performance
by reinforcing strategic priorities and launching targeted
initiatives to deepen accountability, improve risk
visibility and drive a culture of care across all levels of
the organization.

Key Focus Areas

• Leadership-Driven Safety Culture

The Company embedded safety leadership behaviours
across the organisation through sustained leadership
engagement and structured communication anchored
in the Safety culture model. Flagship initiatives such
as "Leadership on Floor - 90 Minutes of Care" and the
"S.A.F.E. Programme" reinforced visible leadership
presence and proactive risk identification.

• Business Partner Safety Excellence

A risk based "Business Partner Safety Programme" was
deployed across all vendor segments. During the year,
350 business partners were assessed under the Star
Rating framework and 294 Self-Managed Teams (SMTs)
covering more than 13,000 employees were established
across plants to strengthen ownership and capability
building. Focused interventions enhanced safety,
dignity, inclusion and well-being for entire business
partner workforce.

• Elimination of Serious Injury and Fatality (SIF) Risks

The Company prioritised elimination of high-risk
scenarios by structured deployment of Poka-Yoke
(mistake proofing) based engineering controls through
the "SIF Prevention Program." Over 11,400 risk mitigation
controls have been implemented to strengthen preventive
barriers for SIF risks.

• Benchmarking and Continuous Improvement

The Company benchmarked the practices against
global industry leaders and integrated learnings to
continuously enhance the systems, processes and
technology adoption.

• Digital and AI-Enabled Safety Transformation

The Company''s digital safety transformation journey
is guided by five pillars—Connected Workforce, Video
Analytics, Connected Assets, Safety Management Systems
and skill development. Over 2,700 CCTV cameras were
deployed with 22 AI models to enable predictive safety.
AR/VR-based experiential learning solutions were also
implemented to strengthen capability building.

• Recognition and Reinforcement of Safe Behaviours

The Company strengthen a culture of recognition
through structured programmes celebrating safety
champions across Tata Motors Commercial Vehicles
including the business partners. Awards, competitions
and engagement platforms reinforced ownership and
proactive participation in safety outcomes.

The Company recognise that safety is a continuous journey.
Through these interventions, organizational safety maturity
continues to improve. LTIFR sustained at last year''s level of
0.14, despite a significant increase in workforce in Q3 and Q4
of FY26. For FY26, TRCFR improved from 1.00 in Q1 FY26 to
0.37 in Q4 FY26. Overall TRCFR for FY26 stands at 0.57. The
Company remains committed to embedding safety into every
decision and action along with the relentless pursuit of Zero
Harm Culture, driven by leadership accountability, empowered
teams and global best practices.

HEALTH

For holistic health care, various prevention strategies were
implemented like primordial prevention (digital wellness,
cardiac Q risk assessment, wellness coaches etc), secondary
prevention (ensuring disease control & prevention of
complications) and primary prevention (tobacco cessation
program, weight management program & pre-diabetes
detection/ awareness). Swasthya Sankalp (To reduce sedentary
lifestyle & improve mobility) & Swasthya Sakhi (To address
various life stage health challenges in women employees) were
two digital wellness drives introduced in FY26.

Under CII''s TB free workplace initiative, 32,010 employees
were screened for tuberculosis. All high-risk cases were further
evaluated to exclude disease status.

Employees and dependents continue to avail services of
"Employees Assistance Program"- a confidential, third party,
free of cost counselling service in both online & offline mode.
1,223 employees and dependents availed counselling services
through helpline and offline mode. Facility of onsite emotional
health counsellor was provided in all manufacturing sites
which had very good utilization/ acceptance.

Morbidity associated with hospitalization amongst employees
reduced by 18% during FY26 as a result of wellness strategies
and focused implementation across employee groups.

ENERGY & ENVIRONMENT

The Company has always been conscious of the need to
conserve energy in its manufacturing plants and to protect
the environment. Energy conservation is achieved through
optimized consumption of power and fossil fuels and through
improvements in energy productivity via Energy Conservation
(''ENCON'') projects. These efforts contribute to reducing
operational costs and mitigating climate change by lowering
greenhouse gas emissions.

The Company is also a signatory to RE100 — a collaborative,
global initiative of influential businesses committed to 100%
renewable electricity. It is actively working towards increasing
the amount of renewable energy generated in-house and
procured from off-site sources.

In FY26, ENCON efforts contributed to energy savings of 20.67
lakh kWh of electricity and 7002 GJ of fuel, resulting in the
avoidance of 1920 tonnes of CO₂ emissions. During FY26, the
Company generated or sourced 181 million kWh of renewable
electricity for its manufacturing operations, representing
51% of the total power consumption for its Commercial
Vehicle operations and thereby avoiding 1.28 lakh tonnes
of CO2 emissions.

The Company generates renewable energy (RE) in-house
through solar photovoltaic (PV) installations and off-site
captive wind farms. Additionally, it procures off-site wind
and solar power through "Power Purchase Agreements"
(PPAs) and International Renewable Energy Certificates
(i-RECs). As of FY26, the Company''s in-house installed Solar PV
capacity is as follows:

• Pimpri (Pune): 18.5 MWp

• Chinchwad (Pune): 2.4 MWp

• Jamshedpur: 14.5 MWp

• Pantnagar: 16 MWp

• Lucknow: 7.5 MWp

• Dharwad: 1 MWp

In FY26, the Company also reduced fresh water withdrawal
through effluent recycling and rainwater harvesting. The plants
at Lucknow, Pantnagar and Dharwad have achieved Water
Positive certification as per CII-GBC standards. The remaining
plants are working towards achieving similar certifications.

Furthermore, in FY26, the Company sustained its efforts across
all plants to divert hazardous waste from landfill or incineration
and to derive value from such waste. Several plants divert
hazardous waste for energy recovery through co-processing at
cement plants. The plants at Lucknow, Pantnagar and Dharwad
have achieved Zero Waste to Landfill certification as per
CII-GBC standards. The Company will continue this initiative
with the ultimate goal of achieving ''Zero Waste to Landfill''
status for all its manufacturing operations.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (''CSR'')
Policy of the Company and the initiatives undertaken by the
Company on CSR activities during the year in the format
prescribed in the Companies (''CSR Policy'') Rules, 2014 are set
out in Annexure-2 of this Report. The CSR Policy is available on
Company''s website at URL:https://cv.tatamotors.com/assets/
cv/files/investors/2025/05/CSR-Policy-FY25-26.pdf

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
& FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo stipulated
under Section 134(3)(m) of the Act, read along with Rule 8 of
the Companies (Accounts) Rules, 2014, is annexed herewith
as Annexure - 3.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules, 2014,
the Annual Return for FY26 is uploaded on the website of the
Company and the same is available onhttps://cv.tatamotors.
com/annual-reports

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment / Re-appointment / Cessation

During FY26, the Board was reconstituted pursuant to the
Composite Scheme of Arrangement.

Mr. P B Balaji (DIN: 02762983) was appointed as an Additional
and Non-Executive Director w.e.f. July 29, 2025, and his
appointment was regularised by the Members at the Annual
General Meeting (''AGM'') held on September 26, 2025.

Mr. Girish Wagh (DIN: 03119361) was appointed as an
Additional and Non-Executive Director w.e.f. July 29, 2025,
and his appointment was regularised by the Members at the
AGM held on September 26, 2025. Subsequently, he was
designated as Managing Director & CEO of the Company for
a period of three years w.e.f. October 1, 2025 to September
30, 2028 (both days inclusive), which was approved by the
Members at the Extraordinary General Meeting (''EGM'') held
on October 13, 2025.

Mr. N Chandrasekaran (DIN: 00121863) was appointed as
an Additional Non-Executive Director and Chairman w.e.f.
September 26, 2025 and his appointment was regularised by
the Members at the AGM held on the same date.

Further, Mr. Bharat Puri (DIN: 02173566), Mr. Guenter
Butschek (DIN: 07427375) and Ms. Varsha Purandare (DIN:
05288076) were appointed as an Additional and Non-Executive
Independent Directors of the Company w.e.f. October 1, 2025.
The Members at the EGM held on October 13, 2025, approved
their appointments as Independent Directors for a term of five
years, i.e., from October 1, 2025 to September 30, 2030 (both
days inclusive).

Mr. Kosaraju V Chowdary (DIN: 08485334) was appointed
as an Additional and Non-Executive Independent Director
of the Company w.e.f October 1, 2025. At the EGM held on
October 13, 2025, the Members approved his appointment
as an Independent Director of the Company for a term from
October 1, 2025 to October 9, 2029 (both days inclusive).

Mr. Al-Noor Ramji (DIN:00230865) was appointed as an
Additional and Non-Executive Independent Director
of the Company w.e.f October 1, 2025. At the EGM
held on October 13, 2025, the Members approved his
appointment as an Independent Director of the Company
for a term from October 1, 2025 to May 17, 2029
(both days inclusive).

Mr. Anand Srinivasagopalan (DIN: 10612257) and Mr. Vishal
Badshah (DIN: 10106666) ceased to be Non-Executive Directors
w.e.f. July 29, 2025. Further, Mr. Ashish Choraria (DIN: 10377202)
ceased to be a Non-Executive Director w.e.f. September 30,
2025. These cessations were due to the reconstitution of the
Board pursuant to the Composite Scheme of Arrangement.

In accordance with provisions of the Act and the Articles of
Association of the Company, Mr. Girish Wagh, Managing
Director & CEO (DIN: 03119361) is liable to retire by rotation at
this AGM and is eligible for re-appointment.

The disclosures required pursuant to Regulation 36 of the SEBI
Listing Regulations and the Secretarial Standards (''SS'') - 2 on
General Meeting are given in the Notice of AGM, forming part
of the Annual Report.

Independent Directors

In terms of Section 149 of the Act and the SEBI Listing
Regulations, Mr. Kosaraju V Chowdary, Mr. Al-Noor Ramji,
Mr. Bharat Puri, Ms. Varsha Purandare and Mr. Guenter
Butschek are the Independent Directors of the Company as on
date of this Report.

All Independent Directors of the Company have given
declarations under Section 149(7) of the Act, that they
meet the criteria of independence as laid down under
Section 149(6) of the Act and Regulation 16(1)(b) of the
SEBI Listing Regulations. In terms of Regulation 25(8) of the
SEBI Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated,
that could impair or impact their ability to discharge
their duties with an objective independent judgement
and without any external influence. The Independent
Directors of the Company have undertaken requisite steps
towards the inclusion of their names in the data bank of
Independent Directors maintained with the Indian Institute
of Corporate Affairs, in terms of Section 150 read with Rule
6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess
the requisite expertise and experience and are persons of high
integrity and repute. They fulfill the conditions specified in the
Act as well as the Rules made thereunder and are independent
of the Management.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial
Personnel (''KMPs'') of the Company during FY26 are:

• Mr. Girish Wagh, Managing Director & CEO
(designated w.e.f. October 1, 2025)

• Mr. G V Ramanan, Chief Financial Officer
(appointed w.e.f. October 1, 2025)

• Mr. Sudipto Kumar Das, Company Secretary
(appointed w.e.f. October 1, 2025)

Except as stated above, there were no changes in the KMPs of
the Company during FY26.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI Listing Regulations,
Report on Corporate Governance along with the certificate
from a Practicing Company Secretary certifying compliance with
conditions of Corporate Governance is annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, as required in terms
of the SEBI Listing Regulations, is annexed to this Report.

MEETINGS OF THE BOARD

The Board of Directors held 9 (nine) meetings during FY26.

For details, please refer to the Report on Corporate Governance,
which forms part of this Report.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and
make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function
according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee & Safety,
Health and Sustainability Committee

• Stakeholders'' Relationship Committee

• Risk Management Committee

• Technology Committee

Details of composition, terms of reference and number of
meetings held in FY26 for the aforementioned committees are
given in the Report on Corporate Governance, which forms a
part of this Report. Further, during the year under review, all
recommendations made by the various committees have been
considered and accepted by the Board.

BOARD EVALUATION

The annual evaluation process of the Board, Individual
Directors and Committees was conducted in accordance with
the provision of the Act and the SEBI Listing Regulations. The
Board evaluated its performance after seeking inputs from
all the Directors on the basis of criteria such as the Board
composition and structure, effectiveness of Board processes,
information and functioning, etc.

The performance of the Committees was evaluated by the
Board after seeking inputs from the committee members on
the basis of criteria such as the composition of Committees,
effectiveness of Committee meetings, etc. The above criteria
are broadly based on the Guidance Note on Board Evaluation
issued by the SEBI.

The Chairman of the Board had one-on-one meetings with
the Independent Directors and the Chairman of NRC had
one-on-one meetings with the Executive and Non-Executive,
Non-Independent Directors. These meetings were intended
to obtain Directors'' inputs on effectiveness of the Board/
Committee processes.

The Board and the NRC reviewed the performance of individual
Directors on the basis of criteria such as the contribution of the
Individual Director to the Board and Committee Meetings like
preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, performance
of Non-Independent Directors and the Board as a whole was
evaluated. Additionally, they also evaluated the performance
of Chairman of the Board, taking into account the views
of Executive and Non-Executive Directors in the aforesaid
Meeting. The Board also assessed the quality, quantity and
timeliness of flow of information between the Company
Management and the Board that is necessary for the Board
to effectively and reasonably perform their duties. The above
evaluations were then discussed in the Board Meeting and
performance evaluation of Independent Directors was done
by the entire Board, excluding the Independent Director
being evaluated.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

Please refer to the Paragraph on Familiarisation Programme in
the Corporate Governance Report for detailed analysis.

POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION

The Company''s Policy on directors'' appointment and
remuneration and other matters provided in Section 178(3) of
the Act (salient features) has been briefly disclosed hereunder
and in the Report on Corporate Governance, which is a part
of this Report.

Selection and procedure for nomination and appointment
of Directors

The NRC is responsible for developing competency
requirements for the Board based on the industry and
strategy of the Company. The Board composition analysis
reflects in-depth understanding of the Company, including its
strategies, environment, operations, financial condition and
compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a
periodic basis, including each time a Director''s appointment
or re-appointment is required. The NRC reviews and vets
the profiles of potential candidates vis-a-vis the required
competencies, undertakes due diligence and meeting
potential candidates, prior to making recommendations of
their nomination to the Board.

Criteria for determining qualifications, positive attributes
and independence of a Director

In terms of the provisions of Section 178(3) of the Act and
Regulation 19 of the SEBI Listing Regulations, the NRC has
formulated the criteria for determining qualifications, positive
attributes and independence of Directors, the key features of
which are as follows:

• Qualifications - The Board nomination process encourages
diversity of thought, experience, knowledge, age and
gender. It also ensures that the Board has an appropriate
blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors
as prescribed in the Act, the Directors are expected
to demonstrate high standards of ethical behavior,
communication skills and independent judgment. The
Directors are also expected to abide by the respective
Code of Conduct as applicable to them.

• Independence - A Director will be considered
independent if he/she meets the criteria laid down in
Section 149(6) of the Act, the Rules framed thereunder
and Regulation 16(1)(b) of the SEBI Listing Regulations. It
is affirmed that the remuneration paid to Directors, KMPs
and employees is as per the Remuneration Policy of the
Company. The remuneration policy for directors, KMPs
and other employees is also available on the Company''s
website URL:https://cv.tatamotors.com/assets/cv/files/
investors/2023/11/remuneration-policy.pdf

VIGIL MECHANISM

The Company believes in the conduct of the affairs of its
constituents in a fair and transparent manner by adopting
the highest standards of professionalism, honesty,
integrity and ethical behaviour. In line with the Tata Code
of Conduct (''TCoC''), any actual or potential violation,
howsoever insignificant or perceived as such, would be a
matter of serious concern for the Company. The role of the
employees in pointing out such violations of the TCoC cannot
be undermined.

Pursuant to Section 177(9) of the Act, a vigil mechanism
was established for directors and employees to report to
the management instances of unethical behaviour, actual or
suspected, fraud or violation of the Company''s code of conduct
or ethics policy. The vigil mechanism provides adequate
safeguards against victimization and multiple channels for
reporting concerns including an option for escalations, if any,
to the Chairperson of the Audit Committee of the Company.

The policy of vigil mechanism is available on the Company''s
website at URL:https://cv.tatamotors.com/assets/cv/
files/2026-05/Whistleblower%20Policy%20CV%20%281%29.
pdf?VersionId=ZOk6 VoXF68QsGjhbSiYot9 76pN9AQS

AUDIT

Statutory Audit

M/s BSR & Co. LLP, (''BSR'') Chartered Accountants (ICAI Firm No.
101248W/ W-100022), were appointed as the Statutory Auditors
of the Company for a tenure of 5 years commencing from the
conclusion of the 1^st AGM of the Company until the conclusion of
the 6^th AGM of the Company to be held in the year 2030.

The Statutory Auditor''s Report does not contain any
qualifications, reservations, adverse remarks or disclaimers.

Branch Audit

The resolution authorizing the Board to appoint Branch
Auditors for the purpose of auditing the accounts maintained
at the Branch offices of the Company abroad is being placed
for approval of the Members in the Notice for this AGM.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the SEBI LODR
Regulations, M/s Parikh & Associates, (Firm Registration
No. - P1988MH009800), a peer reviewed firm of Company
Secretaries in Practice, were appointed as the Secretarial
auditors of the Company for audit period of five consecutive
years commencing from FY26 till FY30.

The Report of the Secretarial Auditor is annexed herewith as
Annexure 4. The remark contained therein was duly noted
and addressed by the Company and did not have any adverse
impact on the interests of investors or debenture holders.

Secretarial Audit Report of Material Unlisted Subsidiary

Pursuant to Regulation 24(A)(1) of the SEBI Listing Regulations,
a listed company is required to annex the Secretarial Audit
Report of its material unlisted subsidiary to its Annual Report.
For FY26, no company has been identified as a material unlisted
subsidiary of the Company.

Cost Audit & Cost Records

As per Section 148 of the Act, the Company is required to have
the audit of its cost records conducted by a Cost Accountant.

The Board, on the recommendation of the Audit Committee,
approved the appointment of M/s Mani & Co., a firm of Cost
Accountants in Practice (Registration No.000004) as the Cost
Auditors of the Company to conduct cost audits for relevant
products prescribed under the Companies (Cost Records and
Audit) Rules, 2014 for FY27.

M/s Mani & Co. have, under Section 139(1) of the Act and
the Rules framed thereunder furnished a certificate of
their eligibility and consent for appointment. The Board,
on recommendations of the Audit Committee, approved
the remuneration payable to the Cost Auditor, subject to
ratification of their remuneration by the Members at this AGM.

The resolution approving the above proposal is being placed
for approval of the Members in the Notice for this AGM. The
cost accounts and records of the Company are duly prepared
and maintained as required under Section 148(1) of Act.

OTHER DISCLOSURES

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All contracts/ arrangements/ transactions entered by the
Company during the FY26 with related parties were valued on
an arm''s length basis and in the ordinary course of business and
approved by the Audit Committee consisting of Independent
Directors. Certain transactions, which were repetitive in
nature, were approved through omnibus route.

During FY26, there were no material transactions of the
Company with any of its related parties in terms of Section
134 read with Section 188 of the Act. Therefore, the disclosure
of the Related Party Transactions (''RPTs'') as required under
Section 134(3)(h) of the Act in Form AOC-2 is not applicable
to the Company for FY26 and hence, the same is not required
to be provided.

The details of RPTs during FY26, including transaction with
person or entity belonging to the promoter/ promoter group
which hold(s) 10% or more shareholding in the Company are
provided in the accompanying financial statements.

During FY26, the Non-Executive Directors of the Company had
no pecuniary relationship or transactions with the Company
other than sitting fees, commission and reimbursement of
expenses, as applicable.

Pursuant to SEBI Listing Regulations, the Resolution for
seeking approval of the Members on material related party
transactions is being placed at this AGM. Pursuant to the
requirements of the Act and the SEBI Listing Regulations, the
Company has formulated a policy on RPTs and is available on
Company''s website URL at:https://cv.tatamotors.com/assets/
cv/files/investors/2023/11/rpt-policy.pdf

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The particulars of loans, guarantees and investments covered
under Section 186 of the Act have been disclosed in the Notes
6, 7, 8, 9, 10 and 43 to the Standalone Financial Statements
forming part of this Integrated Annual Report.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public
during the year under review, and as such, no amount principal
or interest on deposits from public was outstanding as on the
date of the balance sheet, except for unclaimed and unpaid
deposits pertaining to previous years.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, work performed by the internal, statutory, cost,
secretarial auditors and external agencies, including audit
of internal controls over financial reporting by the Statutory
Auditors and the reviews performed by Management and the
relevant Board Committees, including the Audit Committee,
the Board is of the opinion that the Company''s internal
financial controls were adequate and effective during FY26.

Accordingly, pursuant to Section 134(5) of the Act, the
Board of Directors, to the best of their knowledge and
ability, confirm that:

a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there
are no material departures;

b) they have selected such accounting policies and have
applied them consistently and made judgments and
estimates that are reasonable and prudent, so as to give
a true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit of the
Company for that period;

c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Act, for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going
concern basis;

e) they have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively; and

f) they have devised proper systems to ensure compliance
with the provisions of all applicable laws and such systems
are adequate and operating effectively.

Please refer to the paragraph on Internal Control Systems and
their Adequacy in the Management Discussion and Analysis
report for detailed analysis.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and that such systems are adequate and
operating effectively.

INVESTOR EDUCATION AND PROTECTION FUND

Refer Corporate Governance Report para on ''Transfer of
unclaimed/ unpaid amounts /shares to the Investor Education
and Protection Fund (IEPF)'' for details on Investor Education
and Protection Fund (IEPF)

GENERAL

Your Directors state that no disclosure or reporting is
required in respect of the following matters as there were
no transactions on these items during the year under review:

• There are no significant material orders passed by the
Regulators or Courts or Tribunal, which would impact
the going concern status of the Company and its future
operation. However, Members attention is drawn to the
Statement on Contingent Liabilities and Commitments in
the Notes forming part of the Financial Statements.

• No fraud has been reported by the Auditors to the Audit
Committee or the Board.

• There has been no change in the nature of business
of the Company.

• There is no proceedings pending under the Insolvency
and Bankruptcy Code, 2016.

• There was no instance of one-time settlement with any
Bank or Financial Institution

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all the
employees of the Company for their contribution towards the
Company''s performance. The Directors would also like to thank
the members, employee unions, customers, dealers, suppliers,
bankers, governments and all other business associates for
their continuous support to the Company and their confidence
in its management.

On behalf of the Board of Directors

N CHANDRASEKARAN

Chairman

Mumbai, May 13, 2026 (DIN: 00121863)