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

FINANCIAL HIGHLIGHTS

FINANCIAL PERFORMANCE Operating Results and Profits

Consolidated revenue of the Company from operations (from continuing operations) was ^3,35,582 crore in FY26, which was 8.3% lower than the consolidated revenue of ^3,66,094 crore in FY25 primarily, due to introduction of incremental US tariffs affecting exports from the UK and the EU to the USA and a cyber incident occurred which required JLR to pause production for five weeks. The consolidated Underlying EBITDA margin (from continuing operations) was at 6.8% in FY26 as compared to 13.4% in FY25. Underlying EBIT margin (from continuing operations) was lower at 1.1% in FY26 as compared to 7.6% in FY25. The profit before tax from continuing operation (before exceptional item) was ^2,519 crore in FY26 as against ^28,650 crore in FY25. The profit after tax from continuing operation (before exceptional item) was ^2,765 crore in FY26 as against ^19,590 crore in FY25.

The free cash flow was outflow of ^26,823 crore in FY26 compared to an inflow of ^22,236 crore in FY25. The Company's consolidated net debt stood at ^30,710 crore as at March 31, 2026.

Standalone revenue from operations (including joint operations) (from continuing operations) was ^57,859 crore in FY26 which was 17.2% higher than the revenue of ^49,358 crore in FY25. The profit before and after tax (including joint operations) from continuing operations for FY26 were ^4,996 crore and ^3,839 crore, respectively as compared to ^2,376 crore and ^1,538 crore, respectively for FY25.

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

DIVIDENDDeclaration and Payment of Dividend

The Board is pleased to recommend declaration of a final dividend amounting to ^3/- per fully paid-up Equity share of face value ^2/- each (150%) 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 ('AGM") will be paid to those Members whose names appear on the register of Members (including Beneficial Owners) of the Company as at the end of Friday, June 19, 2026. The said dividend, if approved by the Members, would involve cash outflow of ^1,105 crore, resulting in a payout of 26% of the consolidated net profits before exceptional item 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 19, 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 Policy is available on the Company's website URL at: https://cars.tatamotors.com/content/dam/ Corporate-Section/Corporate Governance/pdfs/8-dividend-distribution-policy Final.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 Passenger Vehicle ('PV') industry saw its highest-ever volumes in FY26 of over 4.6 million units, on the back of GST 2.0, which enhanced vehicle affordability and drove a sharp increase in customer demand. The segmental shifts in the industry continued to gain momentum with strong double-digit growth across SUVs, CNG vehicles and EVs.

In FY26, the PV business (including Electric Vehicles), achieved its highest-ever sales of 6,41,586 units, including a record 10,201 units of sales in international market. The PV business outpaced the industry, growing at 15% compared to FY25, on the back of strong growth in second half of FY26, where it emerged as the #2 ranked manufacturer in the industry. The launch of the new nameplate Tata Sierra, New Tata Punch, New Tata Altroz and petrol versions of Harrier and Safari have been well received in the market.

Tata Passenger Electric Mobility Limited ('TPEML')

The Indian Electric Vehicle ('EV') industry experienced significant growth in FY26, recording an increase of over 80% compared to the previous year. This growth was driven by increased participation from manufacturers, multiple launches across the industry and growing positive customer sentiment towards EVs.

In FY26, the EV business sustained its market leadership position, commanding over 40% market share of the EV Industry with highest-ever sales of 92,179 units. The business saw strong growth on the back of the launches of Harrier.ev and new Punch.ev, both of which received positive customer traction. The business took key efforts to drive EV mainstreaming by addressing barriers to adoption through higher range products, provision of lifetime battery warranty, price parity with conventional powertrains and expansion of charging infrastructure through focused efforts.

Please refer to the paragraph on Passenger Vehicles and Electric Vehicles in the Management Discussion & Analysis section for detailed analysis.

Jaguar Land Rover ('JLR')

JLR (as per IFRS) recorded revenue of £22.9 billion in FY26, as compared to £29.0 billion in FY25. The decline in revenue was primarily attributable to lower wholesales (excluding the China joint venture), which decreased to 3,07,915 units, along with an 18% decline in retail sales to 3,52,389 units. Profitability was also impacted, with the underlying EBITDA margin at 6.7%, reflecting lower wholesales and retails. Profit before tax and exceptional items stood at £14 million in FY26, as against £2.5 billion in FY25. A loss after tax of £244 million was reported, compared to a profit of £1.8 billion in the previous year.

Some of the key highlights of FY26 were:

• Volumes bounced back in Q4 after production stoppages delayed shipments after a cyber incident in Q2.

• Transition to electrification progressing: Range Rover Electric testing completed in preparation to be released in 2026 as the waiting listed climbed over 60,000; Jaguar Type 00 made UK debut at Goodwood and received

positive reaction from the media. Development of the first reborn Freelander continues with brand and show car recently revealed in China.

• Sustainable projects continue: JLR became the first global OEM to adopt new Pirelli P Zero tyres containing more than 70% renewable and recycled materials, and FSC™ (Forest Stewardship Council™) certified natural rubber. JLR opened a solar farm at its centre in Gaydon, UK, capable of meeting nearly a third of the site's energy requirements and opened a 20 megawatt (MW) solar farm at the CJLR production facility in China, which now generates over half the site's energy requirements.

• Strong demand continues: The three most profitable JLR brands - Defender, Range Rover, Range Rover Sport, made up 76.5% of total wholesales in FY26, as compared to 67.8% in the previous year.

• Defender shows its unrivalled capability by winning the Dakar Rally Stock Class, with Defender D7X-R vehicles placed first and second, in Defender's debut year in the world's toughest off-road challenge.

• Range Rover recognised in the Top 100 Global Brands by Interbrand, for the second consecutive year

Please refer to the paragraphs on JLR in the Management Discussion & Analysis section for detailed analysis.

Tata Technologies Limited ('TTL')

TTL has established itself as a prominent global engineering services provider with

full-vehicle development capabilities, serving the automotive, aerospace and industrial machinery industries. Rooted in the Tata Group's longstanding heritage of innovation and excellence, TTL remains committed to helping clients worldwide design and deliver superior products and experiences. Since its inception, TTL has consistently led advancements in engineering capabilities and digital transformation initiatives.

In FY26, TTL achieved revenue of ^5,506 crore, Operating EBITDA of ^853 crore at 15.5% margin and PAT of ^547 crore at 9.9% margin.

SHARE CAPITAL

Composite Scheme of Arrangement as sanctioned by the Hon'ble National Company Law Tribunal, Mumbai Bench ('Hon'ble NCLT')

The Hon'ble 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), TML Commercial Vehicles Limited (name changed to Tata Motors Limited, 'TML'

or 'Resulting Company') and Tata Motors Passenger Vehicles Limited ('TMPVL'), inter alia, providing for:

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

• the amalgamation of TMPVL with the Company, with the objective of consolidating the Passenger Vehicles Business into the Company, ('the Scheme of Arrangement' or 'the Scheme').

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:

• Amalgamation of TMPVL with the Company

TMPVL, an erstwhile Wholly Owned Subsidiary of the Company, was amalgamated with and into the Company. Consequently, TMPVL ceased to exist, w.e.f., October 1, 2025.

• Increase in Authorised Equity Share Capital of the Company

The authorised share capital of TMPVL stood consolidated with the Authorised Share Capital of the Company. Accordingly, the Authorised Equity Share Capital of the Company increased from ^10,00,00,00,000/- (Rupees One Thousand crore) divided into 5,00,00,00,000 (Five Hundred crore) Equity Shares of ^2/- each to ^2,10,00,00,00,000/-(Rupees Twenty One Thousand crore) divided into 1,05,00,00,00,000 (Ten Thousand Five Hundred crore) Equity Shares of ^2/- each.

• Change in Name of the Company

The name of the Company was changed from Tata Motors Limited to Tata Motors Passenger Vehicles Limited, w.e.f., October 13, 2025.

• Capital Restructuring and Listing of TML

The entire pre-Scheme paid-up share capital of TML amounting to ^10,00,000/- comprising 5,00,000 fully paid-up equity shares of ^2/- each held wholly by the Company, stood cancelled and reduced in accordance with the Scheme of Arrangement. Consequently, TML ceased to be a Wholly Owned Subsidiary of the Company, w.e.f., October 15, 2025.

In terms of the Scheme of Arrangement, TML allotted 3,68,23,31,373 fully paid-equity shares of face value of ^2/- each to the Equity Shareholders of the Company,

whose names appeared in the records as on the Record Date, i.e., October 14, 2025, in the ratio of 1:1.

The equity shares of TML were listed and admitted for trading on the BSE Ltd and National Stock Exchange of India Limited, w.e.f., November 12, 2025.

Tata Motors Passenger Vehicles Limited Share-based Long Term Incentive Scheme 2021 ('TMPVL SLTI Scheme 2021')

• Increase in paid-up Share Capital of the Company

During the year, the Company issued and allotted 10,28,821 Equity Shares of ^2/- each pursuant to the exercise of Stock Options/Performance Share Units ('PSUs') by eligible employees of the Company and its subsidiary companies under the TMPVL SLTI Scheme 2021.

Consequent to the aforesaid allotment, the paid-up share capital of the Company increased from ^736 crore comprising 3,68,13,48,742 Equity Shares of ^2/- each as on March 31, 2025 to ^737 crore comprising 3,68,23,77,563 Equity Shares of ^2/- each as on March 31, 2026 (considering the subscribed share capital together with shares forfeited less calls in arrears). The Equity Shares so allotted rank pari passu in all respects with the existing Equity Shares of the Company.

Except as stated above, there was no other change in the Share Capital of the Company during the year.

DEBENTURES

During the year, the Company has issued and allotted on private placement basis, rated, listed, unsecured and redeemable Non-Convertible Debentures ('NCDs') aggregating ^500 crore.

Pursuant to the Scheme of Arrangement, the Company had transferred the outstanding NCDs aggregating to ^2,300 crore of total amount ^4,000 crore, together with all rights, obligations and liabilities to the Resulting company, i.e., Tata Motors Limited (Formerly TML Commercial Vehicles Limited).

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

FINANCE & CREDIT RATING

During FY26, Tata Motors Passenger Vehicles Group ('the Group') generated negative free cashflows, largely due to impact on volumes from production stoppages and working capital movements following cyber incident at Jaguar Land Rover ('JLR').

The Consolidated Net Debt stood at ^30,710 crore at the end of FY26 as compared to a Net Cash position ^1,018 crore at the end of FY25. The Group significantly shored up the liquidity post JLR cyber incident and continues to maintain sufficient liquidity to navigate the impact of external challenges. As at March 31, 2026, the Group liquidity for domestic operations was ^9,601 crore, whereas the liquidity at JLR was £6.9 billion (including unutilized credit facility of £4.2 billion).

In June 2025, Moodys upgraded JLR's long term issuer credit rating from Ba2/Positive to Ba1/Positive incorporating a one-notch parental support uplift.

Post the cyber incident at JLR, Moody's and S&P changed the outlook on JLR long term issuer credit rating to Negative. As a result, JLR's long term issuer credit rating assigned by Moody's and S&P stood at Ba1/Negative and BBB-/Negative, respectively. As a result of this development, the outlook on the Company's long term issuer credit rating was changed to Negative and the credit rating assigned by Moody's and S&P stood at Ba1/Negative and BBB/Negative, respectively.

The Company's long-term credit rating assigned by CRISIL, ICRA and CARE remained unchanged at AA /Stable.

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 Companies Act, 2013 ('the Act') and as stipulated under Regulation 33 of the 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 inv rel@tatamotors. com upto the date of the AGM and the same would also be available on the Company's website URL: https://cars. tatamotors.com/investors/financial-information/annual-reports.html and https://cars.tatamotors.com/investors/ financial-information/subsidiarv-annual-reports.html.

SUBSIDIARY, JOINT ARRANGEMENTS AND ASSOCIATE COMPANIES

The Company had 72 subsidiaries (7 direct and 65 indirect), 5 associate companies, 5 joint ventures and 1 joint operation during FY26 as disclosed in the accounts.

A diagrammatic representation of the subsidiary structure is available on the Company's website at: https://cars. tatamotors.com/investors/financial-information/annual-reports.html

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

• The name of Tata AutoComp Europe Limited, an associate of Jaguar Land Rover Limited ('JLRL'), has been changed from Jaguar Land Rover Ventures Limited, w.e.f. May 1, 2025.

• The effective shareholding of the Company in Automobile Corporation of Goa Limited ('ACGL') reduced from 49.77% to 48.98% consequent to the merger of Tata Motors Finance Limited's holding in ACGL into Tata Capital Limited, w.e.f., May 8, 2025. The investments in ACGL has been transferred to TML as per the Scheme of Arrangement.

• The effective shareholding of the Company in Tata Hitachi Construction Machinery Company Private Limited ('THCM') reduced from 39.99% to 39.74% consequent to the merger of Tata Motors Finance Limited's holding in THCM into Tata Capital Limited, w.e.f., May 8, 2025. The investments in THCM has been transferred to TML as per the Scheme of Arrangement.

• The effective shareholding of the Company in Tata Technologies Limited ('TTL') reduced from 55.22% to 53.39% consequent to the merger of Tata Motors Finance Limited's holding in TTL into Tata Capital Limited with effect from May 8, 2025. Further, pursuant to the equity allotment under TTL's ESOP Scheme, the effective shareholding of the Company in TTL was marginally diluted from 53.39% to 53.35%, w.e.f., March 6, 2026.

• TML CV Holdings Pte. Ltd. was incorporated on May 21, 2025 as a Wholly Owned Subsidiary ('WOS') of the Company. The investments in TML CV Holdings

Pte. Ltd. has been transferred to TML as per the Scheme of Arrangement.

• TML CV Holdings Pte. Ltd. acquired 100% shareholding in Tata Daewoo Mobility Company Limited from TML Holdings Pte. Ltd., w.e.f. June 20, 2025.

• Tata Motors Foundation was incorporated on July 17, 2025 as a subsidiary of the Company. Subsequently, additional investments were made by TML and TTL in Tata Motors Foundation, pursuant to which it became an associate of the Company.

• Pursuant to the internal restructuring, TML CV Holdings Pte. Ltd. acquired 99.998% shareholding in PT Tata Motors Indonesia ('PT TMI') from TML Holdings Pte. Ltd. w.e.f. August 28, 2025. Further, TML CV Holdings Pte. Ltd. also acquired shareholding in PT Tata Motors Distribusi Indonesia ('PT TMDI') from TML Holdings Pte. Ltd. w.e.f. September 1, 2025. Consequently, PT TMI and PT TMDI became subsidiaries of TML CV Holdings Pte. Ltd. with effect from the respective dates.

• TML CV Holdings B.V. was incorporated as an indirect subsidiary of the Company, through TML CV Holdings Pte. Ltd. w.e.f. September 29, 2025.

• Jaguar Cars South Africa (Pty) Limited, The Daimler Motor Company Limited, Daimler Transport Vehicles Limited, S.S. Cars Limited and The Lanchester Motor Company Limited, being dormant subsidiaries of JLRL, were struck off during the year. Further, strike-off proceedings for Land Rover Ireland Limited were initiated on September 29, 2025.

• The Company's shareholding in Freight Commerce

Solutions Private Limited increased from 26.33% to 42.11% on a fully diluted basis, consequent upon conversion of Compulsorily Convertible Preference Shares (CCPS) w.e.f. September 30, 2025. The

investments has been transferred to TML as per the Scheme of Arrangement.

• Erstwhile Tata Motors Passenger Vehicles Limited, then a WOS of the Company, got amalgamated into the Company w.e.f. October 1, 2025 pursuant to the Scheme of Arrangement. Consequently, TMPVL ceased to exist, w.e.f., October 1, 2025.

• The entire pre-Scheme paid-up share capital of TML amounting to ^10,00,000/- comprising 5,00,000 fully paid-up equity shares of ^2/- each held wholly by the Company, stood cancelled and reduced in accordance with the Scheme of Arrangement. Consequently, TML ceased to be a WOS of the Company, w.e.f., October 15, 2025.

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

• The Company's shareholding in Tata Motors Digital AI Labs Limited and Tata Motors Global Services Limited (Formerly TML Business Services Limited) ('TMGSL') was reduced from 100% to 50%, w.e.f., October 1, 2025, pursuant to the transfer of the balance 50% shareholding to TML in accordance with the Scheme of Arrangement.

• Pursuant to the acquisition of Es-Tec GmbH by Tata Technologies Pte. Limited on November 27, 2025, Es-Tec GmbH became a wholly owned subsidiary of Tata Technologies Pte. Limited and a step-down subsidiary of the Company. Consequently, GE-T GmbH, Es-Tec Technologies (Hangzhou) Co. Ltd., Es-Tec Systems and Technologies S.a.r.l., Morocco, ES-TEC America Inc., and Engineering Systems and Technologies, S.L. (being subsidiaries of Es-Tec GmbH) also became step-down subsidiaries of Tata Technologies Pte. Limited and indirect subsidiaries of the Company with effect from the same date. The Company holds an indirect stake of 53.35% in all the aforesaid entities.

• Tata Precision Industries (India) Limited ceased to be an associate of the Company pursuant to divestment of the entire shareholding w.e.f. December 18, 2025.

• Tata AutoComp Systems Limited, an associate of the Company, acquired Fastighetsbolaget Skara Sporren 20 AB (Formerly Goldcup 37220 AB) and Fastighetsbolaget Fargelanda Assarbyn 1:15 AB (Formerly Goldcup 37221 AB) w.e.f. June 5, 2025, resulting in an indirect holding of 26% for the Company in the said entities. Subsequently, Fastighetsbolaget Skara Sporren 20 AB (Formerly Goldcup 37220 AB) ceased to be a subsidiary pursuant to divestment of the entire shareholding w.e.f. February 20, 2026.

• Jaguar Cars Finance Limited, an associate of JLRL was dissolved w.e.f. February 24, 2026.

• TATA AutoComp-KATCON Composites, S.A.P.I. de C.V. became an associate of Tata AutoComp Systems Limited w.e.f. March 19, 2026, resulting in an indirect stake of 13% for the Company in the said entity.

• TMGSL bought back 1,35,86,956 equity shares of face value ^5/- each, representing 12.80% of its fully paid-up equity share capital on a standalone basis. During the year, TMGSL also subscribed to 8.5% cumulative preference shares of Tata Precision Industries (India) Limited ('TPI') aggregating to ^40 lakh. Consequently, TMGSL's aggregate holding of 8.5% cumulative preference shares in TPI increased to approximately ^2.4 crore.

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:// cars.tatamotors.com/content/dam/Corporate-Section/ Corporate Governance/pdfs/policy-for-determining-material-subsidiaries.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 term, medium term and long terms risks. The Audit committee has an additional oversight on the financial risks and controls.

Please refer to the paragraph on the Risk Management of this 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 diverse perspectives and lived experiences from different backgrounds, the Company creates a workplace culture that encourages creativity, collaboration and breakthrough thinking. To formalize the Company's commitment in FY24, we had introduced a dedicated DEI brand identity—DEIsha— 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 focus areas of DEI. In FY26, the Company continued to build on this framework by introducing few additional initiatives such as Allyship in Action. The Company also ensured a seamless transition following the demerger, allowing the DEI vision to continue evolving organically across both new entities.

Some of the key initiatives undertaken during the year include:

• Inclusive Policies: The Company launched the Equal Opportunity Employer policy in alignment with inclusive practices being embedded into the organization's cultural fabric. The grievance redressal mechanism was streamlined in FY26, ensuring an improved employee experience.

• Net Promoter Score: The Company had launched Round Robbin session with women colleagues last year. It is an initiative where women employees across locations participated in conversations around our cultural values.

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

• Enabling Persons with Disabilities (PWD): In FY26, the Company welcomed 88 persons with disabilities across all locations - Sanand TMPV and Sanand TPEM and Pune TMPV plant.

• Sensitization: Over 745 people managers have participated in ONEderful Conversations, a half day facilitator-led workshops designed to build inclusive leadership capabilities.

• 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 across eight locations, covering 67 employees. The program was delivered within a record timeline, resulting in a strong perceived impact. At the Company, the rollout began with PV Engineering, Pune, on November 11, 2025, covering 22 people managers, followed by two back-to-back sessions in Sanand—TMPVL and TPEM, covering 13 and 32 people managers, respectively.

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 the measurable progress achieved during the year. Attrition among women employees has declined by more than two percentage points and women's participation has also grown. The overall gender diversity ratio (staff and technician) improved, rising to 12.9% in FY26 from 11.8% 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. Internal Committee ('IC') has been established across all the Company's work locations and offices to address any complaints related to sexual harassment. To ensure comprehensive coverage, the Company organized over 373 awareness workshops across various locations, covering approximately 23,720 resources (cumulative), including the flexible and temporary workplace, blue-collar employees and new joiners. A two-day training programme 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.

The details of complaints received, disposed and pending, during FY26 are as follows:

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

During FY26, the Company remained 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 Passenger Vehicles Limited Long Term Incentive Schemes ('the Schemes')

The Company has in force the following Schemes, which were framed in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SBEB Regulations'):

• Tata Motors Passenger Vehicles Limited Share-based Long Term Incentive Scheme 2021 ('TMPVL SLTI Scheme 2021'); and

• Tata Motors Passenger Vehicles Limited Share-based Long Term Incentive Scheme 2024 ('TMPVL SLTI Scheme 2024').

TMPVL SLTI Scheme 2021

Pursuant to the approval of Members at the Annual General Meeting ('AGM') held on July 30, 2021, the Company adopted TMPVL SLTI Scheme 2021. The TMPVL SLTI Scheme 2021 comprises of two reward mechanisms; (a) Performance Share Units ('PSUs') and (b) Stock Options. The objective of the TMPVL SLTI Scheme 2021 is to reward Eligible employees of the Company and of the subsidiary companies, in order to drive long term objectives of the Company, to motivate and retain employees by rewarding for their performance, retain and incentivize key talent, ensure senior management compensation matches the long gestation period of certain key initiatives and foster ownership behaviour and collaboration amongst employees.

In terms of TMPVL SLTI Scheme 2021, the Company is authorized to grant: (i) Not exceeding 75,00,000 PSUs in aggregate, that would entitle the grantees to acquire, in one or more tranches and (ii) Not exceeding 14,00,000 Stock Options in aggregate, that would entitle the grantees to acquire, in one or more tranches to the eligible employees of the Company and that of its subsidiary companies. The Eligible employees shall be granted PSUs and/or Stock Options, as determined by Nomination and Remuneration Committee ('NRC').

During FY26, pursuant to the Scheme of Arrangement, the Board, at its Meeting held on March 12, 2026, approved the modification of the Scheme to reflect the change in the name of the Company therein, from Tata Motors Limited Share-based Long Term Incentive Scheme 2021 to Tata Motors Passenger Vehicles Limited Share-based Long Term Incentive Scheme 2021.

As on March 31, 2026, a total of 9,53,241 Stock Options (including superlative grants) and 27,11,684 PSUs (including superlative grants) were granted under the TMPVL SLTI Scheme 2021. Out of these, 8,42,137 Stock Options and 13,55,751 PSUs had vested, of which 7,36,710 Stock Options and 11,37,318 PSUs were exercised. Further, 8,35,183 PSUs remained unvested, and 1,20,416 Stock Options and 5,20,750 PSUs had lapsed and forfeited.

During FY26, there were no additional grants of PSUs or Stock Options. The Company allotted 10,28,821 Equity Shares of ^2/- each to eligible employees pursuant to the exercise of PSUs/Options under the TMPVL SLTI Scheme 2021 during FY26.

TMPVL SLTI Scheme 2024

Pursuant to the approval of Members at the AGM held on June 24, 2024, the Company adopted the TMPVL SLTI Scheme 2024. The primary objectives of the TMPVL SLTI Scheme 2024 is to reward, retain and motivate the eligible employees for their performance and participation in the growth and profitability of the Company.

The total number of PSUs to be granted under the TMPVL SLTI Scheme 2024 shall not exceed 50,00,000 in aggregate, that would entitle the grantees to acquire, in one or more tranches, not exceeding 50,00,000 Equity Shares of the Company of face value of ^2/- each, fully paid-up.

During FY26, pursuant to the Scheme of Arrangement, the Board, at its Meeting held on March 12, 2026, approved the modification of the Scheme to reflect the change in the name of the Company therein, from Tata Motors Limited Share-based Long Term Incentive Scheme 2024 to Tata Motors Passenger Vehicles Limited Share-based Long Term Incentive Scheme 2024.

During FY26, the Company granted 4,79,746 PSUs. During FY25, the Company had granted 2,99,918 PSUs. No PSUs vested under the TMPVL SLTI Scheme 2024 and accordingly, no shares were exercised by employees during the year. Further, 30,355 PSUs were lapsed and forfeited.

The statutory disclosures as mandated under the SBEB Regulations and a certificate from the Secretarial Auditors confirming implementation of the above Schemes in accordance with SBEB Regulations have been obtained. The Schemes are in compliance with the SBEB Regulations. The same are available for electronic inspection by the Members during the AGM and is also hosted on the website of the Company at: https://cars.tatamotors.com/investors/esop. html.

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 nv rel@tatamotors.com. None of the employees listed in the said Annexure are related to any Director of the Company.

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://cars.tatamotors.com/ investors/financial-information/annual-reports.html

In terms of the 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 & INITIATIVESSAFETY

At the Company safety is not merely a compliance protocol, it is a core value and non-negotiable commitment that underpins the operations. The Company's Safety Management System is aligned & guided by ISO 45001:2018, Integrated Safety Management System, the Company continue to cultivate a Zero Harm Culture that protects lives, fosters well-being and prepares the Company for the future of mobility.

Occupational Safety is governed through a comprehensive multi-tiered structure led by the Safety, Health & Sustainability ('SHS') Board & SHS Committee, supported by SHS Councils, Corporate Sub-Committees and Plant Apex Committees for seamless strategic-to-operational integration.

In FY26, the safety agenda was anchored through four strategic focus areas:

• Leadership Behaviour and Safety Governance: Throughout the year, the Company further strengthened the Safety Culture Model through sustained leadership engagement and structured communication across all levels of the organisation. Eight critical leadership behaviours were systematically embedded through dedicated leadership forums, capability-building interventions and governance platforms. This effort was supported by the simplification and revision of core Safety Standards, developed with expert input from dss . The updated standards address emerging and evolving risk areas, including Electric Vehicles, Hydrogen, LNG and Renewable Energy systems. These standards have been rolled out across all plants and are actively monitored to ensure effective implementation, compliance and long-term sustainability. In parallel, several focused leadership-led safety programs were implemented, including the Leadership Model & Cascade, Leader as Trainer, Leader as Mentor initiatives. Operational risk reduction measures such as micro-zone realignment at shops and plant roads, forklift traffic reduction and strengthened pedestrian safety interventions were also underway & deployed, reinforcing visible leadership, ownership and on-ground risk mitigation.

• Business Partner Safety Management: The Company's Business Partner Safety Program, structured around six key levers and a risk-based partner categorization framework, has been implemented across all vendor categories. During the year, Star Rating assessments were carried in each of the quarter for high-risk job performing business partner, enabling systematic performance evaluation and targeted improvement actions. In addition, 59 Self-Managed Teams (SMTs) were

established across plants, supported by a well-defined roadmap for progressive capability development. Aligned with the Company's commitment to dignity and inclusion, focused initiatives were undertaken during the year to enhance driver dignity and improve amenities for conservancy staff, thereby reinforcing a respectful, inclusive and safe working environment across the extended value chain.

• Digital & AI for Safety: The Company's digital safety transformation is guided by strategic themes such as leveraging digital technologies in LOTO, Video Analytics, Connected Assets, Safety Management Systems. During the year, the Company developed AI models to enable predictive and preventive safety interventions and deployed 1,911 digital and technological safety controls across all plants, strengthening risk anticipation, realtime monitoring and proactive incident prevention.

• Reward and Recognition Culture: The Company promote a strong culture of safety through a structured Reward and Recognition framework that acknowledges and celebrates safety champions across the Company and the Business Partners. This includes on the Spot Awards, Best Self-Managed Team (SMT) recognitions, Safety Point Leaders and Safety Stewards. These initiatives are complemented by plant-level Safety Competitions and quarterly Business Partner Reward Programs, which collectively incentivise proactive safety behaviour, reinforce accountability and embed safety excellence across the organisation and its extended value chain.

While the Company continue to maintain a vigilant safety approach, but overall LTIFR has increased by 7.6% in FY26 whereas at workplace it has gone down by 7.6%. We are addressing the underlying root causes and targeted recommendations are being rolled out across all plants to arrest and reverse this trend.

Looking ahead, the Company remain committed to embedding safety into every process and decision by leveraging digital intelligence, fostering inclusive partnerships with business partners and building a resilient Zero Harm workplace driven by the Company's safety culture model and eight leadership behaviours.

HEALTH & WELLNESS

For employee Health & Wellness, 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). Two important digital wellness drives namely Swasthya Sankalp (To reduce sedentary lifestyle & improve mobility) & Swasthya Sakhi (To address various

life stage health challenges in women employees) were introduced in FY26. Under CII's TB free workplace initiative, 16,481 employees were screened for tuberculosis. All high-risk cases were further evaluated & cases detected were put on treatment.

"Employees Assistance Program", a confidential, third party, free of cost counselling service for employees and dependents is being provided since April 2020. During FY26, 449 employees and dependents availed counselling service through helpline & offline counselling. All manufacturing sites were provided with an emotional health coach onsite which had very good utilization/acceptance.

As a result of wellness strategies and focused implementation across employee groups, morbidity associated with hospitalization amongst employees reduced by 16% during FY26.

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 28.53 lakh kWh of electricity, resulting in the avoidance of 2025 tonnes of CO₂ emissions. During the same year, the Company generated or sourced 179.8 million kWh of renewable electricity for its manufacturing operations, representing 83% of the total power consumption for its Passenger Vehicle operations, and thereby avoiding 1.27 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 March 31, 2026, the Company's in-house installed Solar PV capacity are Chikhali, Pune (TMPV): 18.9 MWp, Sanand, Gujarat (TMPV): 2 MWp and Sanand, Gujarat (TPEM): 0.4 MWp.

In FY26, the Company also reduced fresh water withdrawal through effluent recycling and rainwater harvesting. The plants at Sanand (TMPV), have achieved Water Neutral

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. All three plants, i.e., Chikhali, Sanand (TMPV), Sanand (TPEM) have achieved Zero Waste to Landfill certification as per CII-GBC standards.

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://cars.tatamotors.com/ content/dam/Corporate-Section/Corporate Governance/ pdfs/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://cars. tatamotors.com/investors/financial-information/annual-reports.html

DIRECTORS AND KEY MANAGERIAL PERSONNELAppointment/Re-appointment

• As reported last year, Mr. Guenter Butschek (DIN: 07427375), was appointed as an Additional and Non-Executive Independent Director of the Company, w.e.f., May 1, 2025. At the 80^th AGM held on June 20, 2025, the Members approved his appointment as an Independent Director of the Company for a period of 5 years, i.e., from May 1, 2025 to April 30, 2030 (both days inclusive).

• Mr. Kosaraju V Chowdary (DIN: 08485334) was re-appointed as a Non-Executive Independent Director

of the Company for a second consecutive term, w.e.f., October 27, 2025. At the 80^th AGM held on June 20, 2025, the Members approved his

re-appointment as a Non-Executive Independent Director of the Company for a second consecutive term, from October 27, 2025 upto October 10, 2029 (both days inclusive).

• The Board, on the recommendation of NRC, approved the appointment of the following:

- Ms. Sudha Krishnan (DIN: 02885630) as an Additional and Non-Executive Independent Director of the Company for a term of five years, from October 1, 2025 to September 30, 2030 (both days inclusive);

- Mr. Shailesh Chandra (DIN: 07593905) as an Additional Director and Managing Director & Chief Executive Officer ('CEO') and Key Managerial Personnel ('KMP') of the Company for a term of three years, from October 1, 2025 to September 30, 2028 (both days inclusive); and

- Mr. P B Balaji (DIN: 02762983) as an Additional, Non-Executive Non-Independent Director of the Company, w.e.f., November 17, 2025.

The aforesaid appointments were approved by the Members through postal ballot on December 28, 2025.

• Mr. Dhiman Gupta was appointed as Chief Financial Officer & KMP, w.e.f., November 17, 2025.

• The Board on the recommendation of NRC and in accordance with provisions of the Act and SEBI Listing Regulations, has re-appointed Mr. Al-Noor Ramji (DIN: 00230865) as a Non-Executive Independent Director of the Company for a second consecutive term, for the period from May 1, 2027 upto May 17, 2029 (both days inclusive), as per the Governance Guidelines on Board Effectiveness adopted by the Board, subject to approval of the Shareholders by way of a Special Resolution at this AGM.

• In accordance with provisions of the Act and the Articles of Association of the Company, Mr. N Chandrasekaran, Non-Executive Director (DIN: 00121863) 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.

Cessations

• Ms. Hanne Sorensen (DIN: 08035439) resigned as a Non-Executive Independent Director of the Company, w.e.f., September 30, 2025, pursuant to the Board reconstitution in terms of the Scheme of Arrangement.

• Pursuant to the Scheme of Arrangement, Mr. Kosaraju V Chowdary (DIN: 08485334) and Mr. Guenter Butschek (DIN: 07427375) resigned as Independent Directors and Mr. Girish Wagh (DIN: 03119361) resigned as an Executive Director and KMP of the Company, w.e.f., October 1, 2025, in order to join the Board of TML, being the Resulting Company to which the Commercial Vehicles Business of the Company was demerged.

• Mr. P B Balaji resigned as the Group Chief Financial Officer & KMP, w.e.f., November 17, 2025.

• Mr. Om Prakash Bhatt (DIN: 00548091) ceased as a Non-Executive Independent Director of the Company, w.e.f., March 8, 2026, on completion of his second consecutive term as an Independent Director upon attaining the retirement age of 75 years, as per the Governance Guidelines on Board Effectiveness adopted by the Board.

Your Board places on record its deep appreciation for the valuable contribution made by Mr. OP Bhatt, Ms. Hanne Sorensen, Mr. Kosaraju V Chowdary, Mr. Guenter Butschek and Mr. Girish Wagh during their tenure on the Board of the Company.

Independent Directors

In terms of Section 149 of the Act and the SEBI Listing Regulations, Ms. Vedika Bhandarkar, Mr. Al-Noor Ramji, Mrs. Usha Sangwan, Mr. Bharat Puri and Ms. Sudha Krishnan 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 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 ('KMP') of the Company as on March 31, 2026 are as follows:

• Mr. Shailesh Chandra, Managing Director & Chief Executive Officer

• Mr. Dhiman Gupta, Chief Financial Officer

• Mr. Maloy Kumar Gupta, Company Secretary & Chief Legal Officer

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 8 (eight) 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 & Safety, Health and Sustainability Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

• Technology Committee

• Allotment 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:

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, key managerial personnel and other employees is also available on the Company's website URL: https://cars. tatamotors.com/content/dam/Corporate-Section/ Corporate Governance/pdfs/remuneration-policy-for-directors-kmp-and-employees.pdf

During the year under review, there has been no change to the remuneration policy.

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://cars.tatamotors.com/content/dam/ Corporate-Section/Corporate Governance/pdfs/whistle-blower-policy-pv-tmpvl.pdf

AUDITStatutory Audit

M/s BSR & Co. LLP, ('BSR') Chartered Accountants (ICAI Firm No. 101248W/ W-100022), were re-appointed as the Statutory Auditors of the Company for a tenure of 5 years commencing from the conclusion of the 77^th AGM of the Company until the conclusion of the 82^nd AGM of the Company to be held in the year 2027.

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

Branch Audit

The resolution authorizing the Board of Directors 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 Listing Regulations, Parikh & Associates, (Firm Registration No. - P1988MH009800), a peer reviewed firm of Company Secretaries in Practice, were appointed as 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 said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks and disclaimer.

Secretarial Audit Report of Material Unlisted Subsidiary

Pursuant to Regulation 24(A)(1) of the SEBI Listing Regulations, a listed entity is required to annex to its Annual Report the Secretarial Audit Report of its material unlisted subsidiary incorporated in India. For FY26, the Company does not have any material unlisted subsidiary incorporated in India.

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 of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s Mani & Co., a firm of Cost Accountants in Practice (Firm 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 have 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 DISCLOSURESPARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during 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.

Any Related Party Transaction ('RPT') exceeding the thresholds prescribed under the SEBI Listing Regulations shall be considered material and would require prior approval of the Members. In this regard, during the year under review, the Company has taken necessary Members approval. However, there were no material transactions of the Company with any of its related parties during the year in terms of Section 134 read with Section 188 of the Act. Therefore, the disclosure of the Related Party Transactions 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://cars.tatamotors.com/ content/dam/Corporate-Section/Corporate Governance/ pdfs/policv-on-related-partv-transactions.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As per Section 186, the details of Loans, Guarantees or Investments made during FY26 are given below:

During FY26, the Company has not given guarantee to any of its subsidiaries, joint ventures, associates companies and other body corporates and persons.

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; and

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

Please refer paragraph on 'Transfer of unclaimed / unpaid amounts / shares to the Investor Education and Protection Fund (IEPF)' in the Corporate Governance Report for detailed analysis.

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 Statement.

• 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.