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Tata Capital Limited Major Shareholding Notification 2025

Dec 19, 2025

62717_rns_2025-12-19_690aaf11-e511-4cd8-ac2e-0e8d71021a41.pdf

Major Shareholding Notification

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BSE Limited National Stock Exchange of India Ltd First Floor, New Trading Ring Listing Compliance Department Rotunda Building, P J Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Fort, Mumbai 400 001 Bandra (E), Mumbai 400 051

December 19, 2025

Dear Sir / Madam,

Sub: Disclosure under Regulation 10(6) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

This is to inform you that the Composite Scheme of Arrangement amongst Tata Motors Limited ( “Demerged Company) , TML Commercial Vehicles Limited ( “the Company” or “TMCV” or “Resulting Company” ), Tata Motors Passenger Vehicles Limited and their respective shareholders, under Sections 230-232 of the Companies Act, 2013 (“the Act”) and other relevant provisions (‘ Scheme’ ), was approved by the Hon’ble National Company Law Tribunal, Mumbai Bench on August 25, 2025 read alongwith September 10, 2025 (“ Sanction Orders ”).

Pursuant to the said Scheme, the Commercial Vehicles Business (“ Demerged undertaking ”) of Tata Motors Limited had been demerged, transferred and vested into TML Commercial Vehicles Limited on a going concern basis.

Furthermore, in accordance with the Scheme, effective October 1, 2025, the following name changes were implemented:

  • The name of Tata Motors Limited was changed to Tata Motors Passenger Vehicles Limited, and

  • The name of TML Commercial Vehicles Limited was changed to Tata Motors Limited.

The Demerged Undertaking, pursuant to the Sanction Orders, stood transferred to and vested in the Company as a going concern, thereby becoming the business undertaking, assets, liabilities, properties, permits, contracts, right, title, interests, and authorities of the Company by operation of law and in the manner provided in the Scheme.

Consequently, the shareholding of Tata Capital Limited (“TCL”) previously held by Tata Motors Limited (now Tata Motors Passenger Vehicles Limited) (“TMPV”), comprising 43,26,651 equity shares (representing 0.10% of the TCL’s paid-up share capital), has been transferred to TML Commercial Vehicles Limited (now Tata Motors Limited) in accordance with the Scheme.

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Please find enclosed herewith the disclosure under Regulation 10(6) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations.

Thanking you,

Yours faithfully,

For Tata Motors Limited (Formerly TML Commercial Vehicles Limited)

SUDIPTO Digitally signed by SUDIPTO KUMAR KUMAR DAS Date: 2025.12.19 DAS 16:46:09 +05'30' Sudipto Kumar Das Company Secretary

Encl: as above

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Format for Disclosures under Regulation 10(6) – Report to Stock Exchanges in respect of any acquisition made in reliance upon exemption provided for in Regulation 10 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Format for Disclosures under Regulation 10(6) – Report to Stock Exchanges in respect
of any acquisition made in reliance upon exemption provided for in Regulation 10 of
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
Format for Disclosures under Regulation 10(6) – Report to Stock Exchanges in respect
of any acquisition made in reliance upon exemption provided for in Regulation 10 of
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
Format for Disclosures under Regulation 10(6) – Report to Stock Exchanges in respect
of any acquisition made in reliance upon exemption provided for in Regulation 10 of
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
Format for Disclosures under Regulation 10(6) – Report to Stock Exchanges in respect
of any acquisition made in reliance upon exemption provided for in Regulation 10 of
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
Format for Disclosures under Regulation 10(6) – Report to Stock Exchanges in respect
of any acquisition made in reliance upon exemption provided for in Regulation 10 of
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
1. Name of the Target Company (TC) Tata Capital Limited
2. Name of the acquirer(s) Tata Motors Limited (Formerly TML
Commercial Vehicles Limited)
3. Name of the stock exchange where
shares of the TC are listed

BSE Limited and National Stock Exchange
of India Limited
4. Details of the transaction including
rationale, if any, for the transfer/
acquisition of shares.
Acquisition of shares through off market
mode pursuant to the Composite Scheme
of Arrangement between Tata Motors
Limited, TML Commercial Vehicles Limited
and Tata Motors Passenger Vehicles
Limited sanctioned by the Hon’ble National
Company Law Tribunal, Mumbai Bench
vide its orders dated August 25, 2025 and
September 10, 2025
5. Relevant regulation under which the
acquirer is exempted from making open
offer.
Regulation 10(1)(d)(ii)
6. Whether
disclosure
of
proposed
acquisition was required to be made
under regulation 10 (5) and if so,
-whether disclosure was made and
whether it was made within the
timeline
specified
under
the
regulations.
-date of filing with the stock exchange.
NA
7. Details of acquisition Disclosures
required
to
be
made
under
regulation 10(5)
Whether
the
disclosures
under
regulation 10(5) are
actually made
a. Name of the transferor / seller NA NA

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b. Date of acquisition NA NA
Number of shares/ voting rights in
respect of the acquisitions from each NA NA
c. person mentioned in 7(a) above
Total shares proposed to be
acquired / actually acquired as a % NA NA
d. of diluted share capital of TC
NA NA
e. [Price at which shares are proposed ]
to be acquired / actually acquired
Shareholding details Pre-Transaction Post-Transaction
No. of % w.r.t No. of % w.r.t
8. shares total shares total share
held share held capital of
capital TC
of TC
a Each Acquirer / Transferee() NA NA 43,26,651 0.10%
b Each Seller / Transferor NA NA NA NA
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Note:

  • (*) Shareholding of each entity shall be shown separately and then collectively in a group.

  • The above disclosure shall be signed by the acquirer mentioning date & place. In case, there is more than one acquirer, the report shall be signed either by all the persons or by a person duly authorized to do so on behalf of all the acquirers

For Tata Motors Limited

(Formerly known as TML Commercial Vehicles Limited)

SUDIPTO Digitally signed by SUDIPTO KUMAR KUMAR DAS Date: 2025.12.19 DAS 16:46:59 +05'30' Sudipto Kumar Das Company Secretary

Date: December 19, 2025 Place: Mumbai

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