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 ₹2/- 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 INC.A.(CAA)/61/MB/2025
In 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 Limited[CIN. L28920MHI 945PLC004520J
. . ... Applicant Company 1I 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
fCollectively referred to as the "Applicant Companies"]
Order pronounced on 25.08.2025Sh. Prabhat Kumar Sh. Snshil Mahadeorao Kochey
Hon'ble Member (Technical) Hon'ble Member (Judicial)
Appearances (video conferencing)•
For the Applicants Mr. Darius Khambata, St. 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
m 2 | P aga
IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH- 1
C.P. (CAA) NO. 139ZMBZ2025 m CA (CAA) NO. 61/MB/2025
provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, praying the following :
Sanction the Scheme (Annexure "A") with effect from the Appointed Date, binding on all stakeholders.
File the certified copy of the order with the Registrar of
Companies, Maharashtra, within theprescribed period.
iff. Reserve liberty to seekfurther directions from the Tribunal if
necessary.
- Tata Motors Limited is a public limited company incorporated under the laws of India having its registered office at Bombay House, 24 Homi Mody Street, Mumbai 400001 ("Tata Motors", and for the purpose of demerger set out in the Scheme, the "Demerged company" and for the purpose of amalgamation set out in the Scheme, the "Amalgamated Company"). The Equity Shares and NCDs of the Demerged Company are listed on the NSE and BSE.
- Tata Motors Passenger Vehicles Limited is a public limited company incorporated under the laws of India having its registered office at Floor 3, 4, Plot-18, Nanavati Mahalaya, Mudhana Shetty Marg, BSE, Fort, Mumbai- 400001 ("Amalgamating Company"). The Amalgamating Company is a wholly owned subsidiary of the Amalgamated Company.
4 TML Commercial Vehicles Limited is a public limited company incorporated under the laws of India having its registered office at Bombay House, 24 Homi Stock Exchange,
3 JP a g e
IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH- 1
C.P. (CAA) NO. 139/MB/202â m CA (CAA) NO. 6t /MB/2025
Mumbai, Maharashtra, India 400001 ("Resulting Company"). The Resulting Company is a wholly owned subsidiary of the Demerged Company.
The Board of Directors of Applicant Companies approved the Scheme of Arrangement in their respective meeting held on 01.08.2024. The Appointed Date as per the Scheme is 01.07.2025.
The Applicant Companies have filed its Memorandum and Articles of Association, Audited Financial Statements for the year ended 31.03.2024 and Unaudited Financials for the year ended 31.03.2025. The MOA reflects that the Applicant Companies are empowered to carry out arrangement between the Members and Creditors of the companies through amalgamation or demerger.
This Scheme (as defined hereunder) provides, inter alia, for:
Demergeri The commmcial vehicles business ofa Tata Motors Limited ("TML") will be dettierged, on n going covem 6oiñ, into TML Commercial Vehicles limited("TMLCV"),
Mergers Tata MotorsPassenger Vehicles Limited ("TMPV") carrying Passenger Vehicles Business will be amalgamated into Tata Motors Limited and consequently, TMPV will stand dissolved;
d.
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