News Corporate Actions Tata Motors Board Approves Share-Based Long Term Incentive Scheme for 23,07,647 Equity SharesTata Motors Board Approves Share-Based Long Term Incentive Scheme for 23,07,647 Equity Shares
Tata Motors Limited's Board approved a new Share-based Long Term Incentive Scheme on March 11, 2026, enabling issuance of up to 23,07,647 equity shares at ₹2 face value. The scheme, compliant with SEBI regulations, addresses employee incentive continuity following the company's corporate restructuring and demerger completion. The maximum dilution impact is limited to 0.062% of total issued share capital.
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Tata Motors Limited has announced the Board approval of a comprehensive Share-based Long Term Incentive Scheme following the completion of its major corporate restructuring. The Board meeting, held on March 11, 2026, addressed the need for new employee incentive arrangements arising from the recent demerger of passenger and commercial vehicle operations.
Scheme Overview and Structure
The Board of Directors, based on recommendations from the Nomination and Remuneration Committee, approved the Tata Motors Limited Share-based Long Term Incentive Scheme (TML SLTI Scheme). This scheme complies with SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021, and addresses the transition of existing performance share units from the previous corporate structure.
| Parameter: | Details |
|---|---|
| Maximum Shares: | 23,07,647 equity shares |
| Face Value: | ₹2 per share |
| Exercise Price: | ₹2 per PSU (at face value) |
| Maximum Dilution: | 0.062% of total issued share capital |
| Compliance Framework: | SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 |
Corporate Restructuring Context
The scheme implementation follows the Composite Scheme of Arrangement involving multiple Tata Motors entities. Under this arrangement, unexercised performance share units from the demerged company's incentive schemes are being transferred to participants through equivalent PSUs under the new TML SLTI Scheme. The restructuring involved:
- Tata Motors Limited (now Tata Motors Passenger Vehicles Limited) as the Demerged Company
- TML Commercial Vehicles Limited (now Tata Motors Limited) as the Resulting Company
- Tata Motors Passenger Vehicles Limited (amalgamated effective October 1, 2025)
Performance Share Unit Details
The scheme encompasses comprehensive terms for PSU management and exercise. Each PSU carries the right to apply for equivalent equity shares of ₹2 face value, subject to vesting conditions outlined in the TML SLTI Scheme.
| Aspect: | Specification |
|---|---|
| Exercise Period: | 12 months from vesting date |
| Implementation: | Direct administration by the Company |
| Eligibility: | Participants from previous demerged company schemes |
| Regulatory Compliance: | Full adherence to SEBI regulations |
Board Meeting and Regulatory Compliance
The Board meeting commenced at 2:00 p.m. (IST) and concluded at 5:00 p.m. (IST) on March 11, 2026. The company has filed the required disclosures under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with compliance to SEBI Master Circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.
The scheme represents a structured approach to maintaining employee incentive continuity during the corporate transformation, ensuring that existing PSU holders retain their benefits under the new organizational structure while adhering to current regulatory frameworks.
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