NSEPress Release8h ago · 9 Nov 2026, 09:30 pm

Press Release

Tata Motors Limited · TMCV

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Tata Motors' wholly-owned subsidiary TML CV Holdings B.V. has completed a voluntary totalitarian tender offer for all common shares of Iveco Group N.V., reaching a shareholding of approximately 96.25%.

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Earnings Impact5/10
Growth Catalyst8/10
Governance Concern2/10
Regulatory Risk6/10
Balance Sheet Risk4/10
Liquidity Impact9/10
Market Sentiment6/10

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Full Announcement

Tata Motors Limited has informed the Exchange regarding a press release dated November 09, 2026, titled "TML CV Holdings B.V., an Indirect Wholly Owned Subsidiary of Tata Motors Limited Voluntary Totalitarian Tender Offer for all the common shares of Iveco Group N.V.".

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TMLCOMMERCIAL_09112026213031_nsebse_.pdf

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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 November 9, 2026 Sc no – 157 Dear Sir/Madam, Sub: Disclosure under Regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘SEBI Listing Regulations’) TML CV Holdings B.V., an Indirect Wholly Owned Subsidiary of Tata Motors Limited (formerly TML Commercial Vehicles Limited) (“the Company”) – Voluntary Totalitarian Tender Offer for all the common shares of Iveco Group N.V. Pursuant to Regulation 30 of the SEBI Listing Regulations and with further reference to our letter bearing sc no. 156 dated November 7, 2026 on the captioned subject matter, we wish to inform you of the following: TML CV Holdings Pte. Ltd., a wholly owned subsidiary of the Company, has informed the Company that its wholly owned subsidiary, TML CV Holdings B.V. has received the final results of the Reopening of the Terms, as communicated by BNP Paribas, Italian Branch, acting as the Intermediary Responsible for Coordinating the Collection of the Acceptances during the Reopening of the Terms. During the Reopening of the Terms, which concluded on the date hereof, No. 18,203,217 Common Shares have been tendered in acceptance to the Offer. As a result, TML CV Holdings B.V. has attained a shareholding of 96.25% of the Issuer's common share capital, net of the Treasury Shares. A Press Release pertaining to the aforesaid matter is enclosed herewith as an Annexure, the content of which is self-explanatory. The Italian version of the aforesaid Press Release is also enclosed herewith for reference. This communication is for the information of the Exchanges and the Members. Yours sincerely, For Tata Motors Limited (Formerly TML Commercial Vehicles Limited) Ranjan Kumar General Counsel and Company Secretary Encl: as above NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION VOLUNTARY TOTALITARIAN TENDER OFFER FOR ALL OF THE COMMON SHARES OF IVECO GROUP N.V. * * * PRESS RELEASE pursuant to Article 41, paragraph 6, of the Resolution No. 11971 of 14 May 1999, as further amended and supplemented (the "Issuers' Regulation") FINAL RESULTS OF THE REOPENING OF THE TERMS: OFFEROR REACHED A SHAREHOLDING OF APPROXIMATELY 96.25% OF THE ISSUER'S COMMON SHARE CAPITAL, NET OF TREASURY SHARES THE PAYMENT DATE UPON COMPLETION OF THE REOPENING OF THE TERMS IS SET FOR 13 NOVEMBER 2026 OFFEROR WILL IMPLEMENT THE DUTCH LEGAL SQUEEZE-OUT * * * * * Amsterdam, the Netherlands, 9 November 2026 – With reference to the voluntary totalitarian tender offer (the "Offer") promoted by TML CV Holdings Pte. Ltd. ("TML CV HS"), through its wholly-owned company TML CV Holdings B.V. (the "Offeror"), pursuant to Articles 102 et seq. of the Italian Legislative Decree No. 58 of 24 February 1998, as further amended and supplemented (the "CFA"), on all the common shares (the "Common Shares") of Iveco Group N.V. ("IVG" or the "Issuer"), the Offeror hereby announces, pursuant to Article 41, paragraph 6, of the Issuers' Regulation, the final results of the Reopening of the Terms. Capitalised terms used in this press release, unless otherwise defined, shall have the meanings ascribed to them in the offer document relating to the Offer, approved by CONSOB by resolution No. 24119 of 3 September 2026 and published on 4 September 2026 (the "Offer Document"), as well as in the Amendment Notice (as defined below), both available, inter alia, on the Issuer's website (www.ivecogroup.com) and on the Offeror's website (www.tatamotors.com). It is recalled that the Offer was amended, pursuant to Articles 36 and 43 of the Issuers' Regulation, on 9 October 2026 by means of an increase of the Price through the recognition of an additional cash component equal to EUR 0.30 for each Common Share tendered to the Offer, as announced to the market by means of a press release published on the same date (the "Amendment Notice"). 1. Final results of the Reopening of the Terms Based on the final results communicated by BNP Paribas, Italian Branch, acting as Intermediary Responsible for Coordinating the Collection of the Acceptances, during the Reopening of the Terms No. 18,203,217 Common Shares have been tendered in acceptance of the Offer, representing approximately 6.71% of the Issuer's common share capital and of the Offer Shares (i.e., No. 271,215,400), for an aggregate countervalue (calculated on the basis of the Price, as amended by the Amendment Notice) equal to EUR 262,126,324.80. In light of the above, taking into account (i) the No. 238,157,212 Common Shares already tendered to the Offer during the Acceptance Period (equal to approximately 87.81% of the Issuer's common share capital), (ii) the No. 18,203,217 Common Shares tendered to the Offer during the Reopening of the Terms (equal to approximately 6.71% of the Issuer's common share capital), (iii) the No. 4,868,597 Treasury Shares (equal to approximately 1.80% of the Issuer's common share capital), and (iv) that in the period between the Date of the Offer Document (i.e., 4 September 2026) and the date hereof, the Offeror has not purchased Common Shares outside the Offer, the Offeror will hold – on the Payment Date upon Completion of the Reopening of the Terms – No. 256,360,429 Common Shares, equal to approximately 96.25% of the Issuer's common share capital, net of Treasury Shares. Accordingly, the aggregate number of Common Shares tendered to the Offer during the Reopening of the Terms is No. 105,812 Common Shares lower than the number indicated in the press release on the provisional results of the Reopening of the Terms published on 6 November 2026. 2. Price and Payment Date upon Completion of the Reopening of the Terms The Price for each Common Share tendered in acceptance of the Offer consists of the initial Price indicated in the Offer Document equal to EUR 14.10 (cum dividend), increased by the Additional Price of EUR 0.30 (cum dividend), and therefore is equal to an aggregate amount of EUR 14.40 (cum dividend) per Common Share (the "Price"). The payment of the Price with respect to the Common Shares tendered to the Offer during the Reopening of the Terms – against the simultaneous transfer to the Offeror of the ownership of the Common Shares tendered to the Offer – will take place on 13 November 2026. 3. Dutch Legal Squeeze-Out In light of the Offeror having reached, together with its Affiliates, an aggregate shareholding at least equal to 95% of the Issuer's issued and outstanding share capital represented by Common Shares (calculated in accordance with the DCC, in any case not taking into account the Treasury Shares), and having declared in the Offer Document its intention not to restore a free float sufficient to ensure the regular trading of the Issuer's Common Shares, the Offeror hereby announces that it will commence the Dutch Legal Squeeze-Out in respect of the remaining outstanding Common Shares that are not yet held by the Offeror, currently No. 9,986,374, representing approximately 3.68% of the Issuer's common share capital. The Offeror further announces that the Dutch Legal Squeeze-Out will not be preceded by the implementation of the Demerger and Share Sale. The timing, modalities and terms of the Dutch Legal Squeeze-Out will be communicated to the market in due time by means of a separate press release in accordance with applicable laws and regulations. Borsa Italiana will order the suspension of trading in the Common Shares and/or the Delisting pursuant to Article 2.5.1 of the Stock Exchange Regulation, taking into account the time required to complete the Dutch Legal Squeeze-Out. * * * * * For further inf [Showing first 8,000 characters — download PDF for full document]