Tata Motors demerger, business split update: Shareholders to vote on May 6

Synopsis

Tata Motors will hold an equity shareholders meeting on May 6, 2025, to vote on restructuring its commercial and passenger vehicle businesses. The proposal includes demerging the Commercial Vehicles division into TML Commercial Vehicles Limited and merging Tata Motors Passenger Vehicles Limited into the parent company.

Tata Motors has announced that it will convene a meeting of its equity shareholders on May 6, to vote on a proposed Composite Scheme of Arrangement involving the reorganization of its commercial and passenger vehicle businesses.

“We hereby wish to inform that pursuant to the Order dated March 25, 2025, (“Order”) the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) in the Company Scheme Application No. C.A.(CAA)/61/MB/2025, Meeting of the Equity Shareholders of Tata Motors Limited (“the Company”) is scheduled to be held on Tuesday, May 6, 2025 at 3.00 p.m (IST),” Tata Motors said in an exchange filing.

The meeting, to be held via video conferencing, follows an order from the National Company Law Tribunal (NCLT), Mumbai Bench, dated March 25.

The restructuring proposal, if approved, will lead to the demerger of the company’s Commercial Vehicles (CV) business into a new entity, TML Commercial Vehicles Limited, and the merger of Tata Motors Passenger Vehicles Limited (TMPV) into the parent company, Tata Motors Limited.

The Composite Scheme of Arrangement includes:

• Transfer of the Commercial Vehicles business from Tata Motors Limited to TML Commercial Vehicles Limited through a demerger.
  
• Amalgamation of TMPV into Tata Motors Limited to consolidate the passenger vehicle operations.
  
• Issuance of shares to eligible shareholders as per the share entitlement ratio, based on an independent valuation report from PwC and a fairness opinion by SBI Capital Markets.
  

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Shareholders as of the cut-off date, i.e, March 28, will be eligible to vote electronically either before or during the meeting using the NSDL e-voting platform.

At the time of announcing its demerger plan, Tata Motors specified that the share entitlement ratio would be 1:1, meaning shareholders will retain equal ownership stakes in both the listed entities—Tata Motors Passenger Vehicles and TML Commercial Vehicles. As per the scheme, “each shareholder of TML will receive one equity share of face value Rs 2 in TMLCV for every one equity share of Rs 2 held in Tata Motors Limited.”

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