BSE Limited
First Floor, New Trading Ring Rotunda Building, P J Towers Dalal Street, Fort, Mumbai 400 001
National Stock Exchange of India Ltd. Exchange Plaza, C-1, Block G, Bandra-Kurla Complex,
Bandra (East), Mumbai 400 051
September 26, 2025
Sc no.- 18756
Dear Sirs/Madam,
Sub: Change in Board of Directors and Key Managerial Personnel ("KMP") - Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")
Pursuant to Regulation 30 and Part A of Schedule III of the SEBI Listing Regulations and further to our letter bearing sc nos.18755 dated September 26, 2025 (copy enclosed as Annexure A), we wish to inform you that at the Meeting of the Board of Directors of Tata Motors Limited ("the Company") held today, i.e., September 26, 2025, the Board has, based on the recommendation of Nomination and Remuneration Committee noted/approved, inter alia, the following changes:
Cessation of Independent Directors:
Ms Hanne Sorensen (DIN:08035439) as a Non-Executive Independent Director from the Board of the Company, effective September 30, 2025.
Mr Kosaraju Veerayya Chowdary (DIN:08485334) as a Non-Executive Independent Director from the Board of the Company, effective October 1, 2025.
Mr Guenter Karl Butschek (DIN:07427375) as a Non-Executive Independent Director from the Board of the Company, effective October 1, 2025.
Ms Hanne Sorensen shall continue to be a director, inter alia, on the Board of Jaguar Land Rover Automotive Plc. UK, a material subsidiary of the Company. Mr Kosaraju Veerayya Chowdary and Mr Guenter Karl Butschek shall join the Board of TML Commercial Vehicles Limited - the proposed listed entity in which the Commercial Vehicles Business of the Company would be demerged.
Appointment of Independent Director:
Ms Sudha Krishnan (DIN:02885630) as an Additional, Non-Executive Independent Director of the Company, for a tenure of 5 (five) years commencing from October 1, 2025, subject to approval of the shareholders of the Company.
Change in KMP:
Resignation of Mr Girish Wagh (DIN:03119361) as an Executive Director and KMP of the Company effective October 1, 2025.
Mr Girish Wagh shall join the Board of TML Commercial Vehicles Limited - the proposed listed entity in which the Commercial Vehicles Business of the Company would be demerged as an Additional Director, Managing Director & CEO as well as KMP effective October 1, 2025.
Appointment of Mr Shailesh Chandra (DIN: 07593905) as an Additional Director, Managing Director & CEO as well as KMP of the Company effective October 1, 2025, for a period of 3 (three) years, i.e., from October 1, 2025 to September 30, 2028 (both days inclusive), subject to approval of the shareholders of the Company.
Mr Chandra shall continue to be the Managing Director of Tata Passenger Electric Mobility Limited, the electric vehicle entity and wholly owned subsidiary of the Company.
Resignation of Mr P B Balaji as the Group Chief Financial Officer & KMP effective November 17, 2025.
As communicated earlier, Mr Balaji shall join as the Chief Executive Officer of Jaguar Land Rover Automotive Plc, UK from November 17, 2025.
Appointment of Mr Dhiman Gupta as the Chief Financial Officer & KMP of the Company effective November 17, 2025.
Appointment of Non-Executive Director:
Appointment of Mr P B Balaji (DIN: 02762983), as an Additional, Non-Executive, Non-Independent Director on the Board of the Company effective November 17, 2025, subject to the approval of shareholders of the Company.
We are attaching herewith the following:
Relevant details as prescribed under the SEBI Listing Regulations read alongwith the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, as Annexure B and C.
Copies of resignation letters received from Ms Hanne Sorensen, Mr Kosaraju Veerayya Chowdary, Mr Guenter Karl Butschek, Mr Girsh Wagh and Mr P B Balaji, collectively marked as Annexure D.
Brief profiles of Ms Sudha Krishnan, Mr Shailesh Chandra, Mr P B Balaji and Mr Dhiman Gupta, collectively marked as Annexure E.
The Meeting of the Board of Directors of the Company commenced at 2:00 p.m. (IST) and concluded at
5.00 p.m. (IST).
The above information is also available on the Company's website at https://www.tatamotors.com. This is for information of the Exchanges and the Members.
Yours faithfully,
Tata Motors Limited
MALOY
Digitally signed by MALOY KUMAR GUPTA
+05'30'
KUMAR GUPTA Date: 2025.09.26 19:28:06
Maloy Kumar Gupta Company Secretary Encl: as above
Annexure A
BSE Limited
First Floor, New Trading Ring Rotunda Building, P J Towers, Dalal Street, Fort, Mumbai 400 001
National Stock Exchange of India Ltd. Exchange Plaza, C-1, Block G, Bandra Kurla Complex,
Bandra(E), Mumbai 400 051
September 26, 2025 Sc no. - 18755
Dear Sirs/Madam,
Sub: Certified true copy of the Orders obtained from the Hon'ble National Company Law Tribunal, Mumbai Bench in the matter of the Composite Scheme of Arrangement amongst Tata Motors Limited, TML Commercial Vehicles Limited and Tata Motors Passenger Vehicles Limited and their respective shareholders
We wish to refer our letter bearing sc no. 18733 dated August 25, 2025 informing that the Hon'ble National Company Law Tribunal ("NCLT"), Mumbai Bench had sanctioned the Composite Scheme of Arrangement amongst Tata Motors Limited ("the Company" or "Demerged Company"), TML Commercial Vehicles Limited ("TMLCV" or "Resulting Company"), Tata Motors Passenger Vehicles Limited and their respective shareholders under Sections 230-232 of the Companies Act, 2013 and other relevant provisions ('Scheme').
Pursuant to Regulations 30 and 51 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and further to our aforesaid communication, we are enclosing herewith a certified true copy of the said NCLT Order dated August 25, 2025 as well as the Rectification Order dated September 10, 2025 issued by NCLT as Annexure A. The certified true copy of both these NCLT Orders had been received by the Company on September 25, 2025 and placed before the Board of the respective companies at their meetings held today, i.e., September 26, 2025.
The Scheme shall become effective upon filing of the aforesaid certified true copies of the NCLT Orders with the Registrar of Companies, Mumbai. The Boards of the respective companies, at their meeting held today resolved to make the Scheme effective on October 1, 2025.
The Company will separately notify the Effective Date of the Scheme and the "Record Date", for determining the Shareholders of the Company who shall be entitled to receive 1 (one) fully paid equity share in TMLCV (face value of Z2/- each) for every 1 (one) fully paid equity share of the Company.
Further, the Board has at its Meeting held today, i.e. September 26, 2025, identified the Non-Convertible Debentures ("NCD") to be transferred to TMLCV, the details of which are provided in Annexure B. The "Record Date" for this purpose will be fixed and communicated to the Exchanges upon the Scheme becoming effective.
This is for information of the Exchanges and Members. Yours faithfully,
Tata Motors Limited
MALOY KUMAR
Digitally signed by MALOY KUMAR GUPTA
GUPTA
Date: 2025.09.26
19:08:03 +05'30'
Maloy Kumar Gupta Company Secretary
Encl: as above
Annexure A IN THE NATIONAL COMPANY LAW TRIBUNAL
MUMBAI BENCH-I
CP(CAA)139/MB/2025 IN C.A.(CAA)/d1/MB/2025In the matter ofPetition under Sections 230 -232 and other applicable provisions of the Companies
Act, 2013;
In the And matter ofComposite Scheme of Arrangement amongst
Tata Motors LimitedfCIN: L28920MHI 945PLC004520J
. Applicant Company 1/ Demerged
Company/ Amalgamated Company TML Commercial Vehicles Limited [CIN.' U29102MH2024PLC42750dJ
... Applicant Company 2/ Resulting
Company
Tata Motors Passengers Vehicles Limited
[CIN, U72900MH2020PLC339230J
IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH- 1
C.P. (CAA) NO. 139/MB/2025 in CA (CAA) NO. 61/MB/2025
. ...Applicant Company 3/ Amalgamating
Company fCollectively referred ta as the "Applicant Companies"]
Order pronounced on 25.08.2025Coram•
Sh. Prabhat Kumar Sh. Snshil Mahadeorao KocheyHon'b1e Member (Technical) Hon'ble Member (Judicial)
Appearances (video conferencing)•
For the Applicants Mr. Darius Khambata, Sr. Counsel, a/w.
Mr. Hemant Sethi, Ms. Tanaya Sethi, Hemant Sethi, & Co. Advocates, Mr. Vaidhyanadhan lyer, Mr. Himanshoo Tembe, Ms. Shivani Shenoy & Ms. Ria Doshi , AZB & Partners, Advocates.
ORDER