TO THE MEMBERS
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
( H in crore)
|
Standalone* |
|
Consolidated |
|
Particulars |
June 23, 2024 to |
June 23, 2024 to |
|
FY26 |
|
FY26 |
|
|
March 31, 2025# |
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 2nd 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 tCO of tailpipe emissions.
Tata Daewoo Mobility Company Limited ('TDM') (Formerly Tata Daewoo Commercial Vehicle
Company Ltd)
The revenue of TDM for FY26 was 832.1 billion, whereas for the nine months ended FY25
was 658.4 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 investors@tatamotors.com upto
the date of the AGM and the same would also be available on the Company's website URL:
https://cv.tatamotors.com/annual-reports and
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 Name of the Company no |
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 |
Step down Subsidiary |
100 |
| (Subsidiary of TML CV Holdings Pte. Ltd.) |
|
|
| 2. Tata Daewoo Mobility Sales Company Limited |
Step down Subsidiary |
100 |
| (Subsidiary of Tata Daewoo Mobility Company Limited) |
|
|
| 3. PT Tata Motors Indonesia |
Step down Subsidiary |
100 |
| (Subsidiary of TML CV Holdings Pte. Ltd.) |
|
|
| 4. PT Tata Motors Indonesia Distribution Limited |
Step down Subsidiary |
100 |
| (Subsidiary of PT Tata Motors Indonesia) |
|
|
| 5. TMF Business Services Limited |
Step down Subsidiary |
100 |
| (Subsidiary of TMF Holdings Limited) |
|
|
| 6. TML Smart City Mobility Solutions (J&K) Private Limited |
Step down Subsidiary |
100 |
| (Subsidiary of TML Smart City Mobility Solutions Limited) |
|
|
| 7. TML CV Holdings B.V. |
Step down Subsidiary |
100 |
| (Subsidiary of TML CV Holdings Pte. Ltd.) |
|
|
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 |
Associate |
39.74 |
| Limited |
|
|
| 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-Materiality-Policy-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 investors@tatamotors.com.
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 CO 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 CO 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 on https://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-?-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.
pdfRsVersionId=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 1st AGM of the Company until the conclusion of the 6th
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.
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