Tata Motors Director Report

The Directors are pleased to present herewith the Seventy Ninth Integrated Annual Report of Tata Motors Limited (the ''Company'') along with the Audited Financial Statements for the Financial Year (''FY'') ended March 31, 2024.

FINANCIAL HIGHLIGHTS

	Standalone	*	Consolidated
	FY24	FY23	FY24	FY23
Revenue from operations	73,303.08	65,757.33	437,927.77	345,966.97
Total expenditure	64,328.20	60,047.46	367,358.97	303,475.46
Operating profit	8,974.88	5,709.87	70,568.80	42,491.51
Other Income	1,149.88	820.94	5,949.92	4,633.18
Profit before interest, foreign exchange, depreciation, amortization, exceptional item and tax	10,124.76	6,530.81	76,518.72	47,124.69
Share of profit of joint venture and associates (net)	-	-	699.80	336.38
Finance cost	1,705.74	2,047.51	10,033.66	10,239.23
Profit before depreciation, amortization, exceptional item, foreign exchange and tax	8,419.02	4,483.30	67,184.86	37,221.84
Depreciation, amortization and product development/ engineering Expenses	3,121.63	2,665.92	38,228.85	35,522.32
Foreign exchange (gain)/loss (net)	254.98	279.76	23.84	(103.88)
Profit before exceptional items and tax	5,042.41	1,537.62	28,932.17	1,803.40
Exceptional Items - (gain) / loss (net)	(2,808.41)	282.82	977.06	(1,590.53)
Profit before tax	7,850.82	1,254.80	27,955.11	3,393.93
Tax expenses/ (credit) (net)	(51.26)	(1,473.33)	(3,851.64)	704.06
Profit for the year	7,902.08	2,728.13	31,806.75	2,689.87
Other comprehensive income/(loss)	438.45	(250.35)	6,323.92	(1,915.33)
Total Other comprehensive income/(loss) for the year	8,340.53	2,477.78	38,130.67	774.54
Attributable to:
Shareholders of the Company	-	-	37,764.33 |	479.20
Non-controlling interest	-	-	366.34	295.34

FINANCIAL PERFORMANCE Operating Results and Profits

Consolidated revenue of the Company from operations was ^4,37,928 crore in FY24, which was 26.6% higher than the consolidated revenue of ^3,45,967 crore in FY23. The consolidated EBITDA margin was at 14.3% in FY24 as compared to 10.7% in FY23. EBIT margin stood at 8.3% in FY24 as compared to 3.6% for FY23. Profit for the year stood at ^31,807 crore in FY24 as compared to ^2,690 crore in FY23.

The free cash flow (auto) reflects an inflow of ^26,925 crore in FY24 as compared to the inflow of ^7,840 crore in FY23.

Standalone revenue from operations (including joint operations was ^73,303 crore in FY24 which was 11.5% higher than the revenue of ^65,757 crore in FY23. The profit before and after tax (including joint operations) for FY24 were ^7,851 crore and ^7,902 crore, respectively as compared to ^1,255 crore and ^2,728 crore, respectively for FY23.

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

DIVIDEND

Declaration and Payment of Dividend

The Board is pleased to recommend declaration of a final dividend amounting to ^6/- per fully paid-up Ordinary share of face value of ^2/- each (i.e., 300%) and ^6.20 /- per fully paid-up ''A'' Ordinary share of face value of ^2/- each (i.e., 310%) for FY24. The said final dividend includes:

• Normal dividend of ^3/- per fully paid-up Ordinary share of face value ^2/- each (i.e., 150%) and ^3.10/- per fully paid-up ''A'' Ordinary share of face value ^2/- each (i.e., 155%) for FY24; and

• Special dividend of ^3/- per fully paid-up Ordinary share of face value of ^2/- each (i.e., 150%) and ^3.10/- per fully paid-up ''A'' Ordinary share of face value of ^2/- each

(i.e., 155%) for FY24, on account of the profits realized from partial divestment of the Company''s investment in Tata Technologies Limited (''TTL'').

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 (''the AGM'') will be paid to those Members whose name appears on the register of Members (including Beneficial Owners) of the Company as at the end of Tuesday, June 11, 2024. The said dividend, if approved by the Members, would involve cash outflow of ^2,310 crore, resulting in a payout of 29.2% of the standalone net profit of the Company for FY24.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020 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, 1961.

Record Date

The Company has fixed Tuesday, June 11, 2024 as the Record Date for the purpose of determining the entitlement of Members to receive dividend for FY24.

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 of the Company had formulated a Dividend Distribution Policy (''the Policy''). The Policy is available on the Company''s website URL: https://www.tatamotors.com/wp-content/uploads/2023/11/dividend-distribution-policy.pdf

TRANSFER TO RESERVES

The Board has decided to retain the entire amount of profit for FY24 in the distributable retained earnings.

An amount of ^84.26 crore was transferred from Debenture Redemption Reserve to retained earnings in FY24.

BUSINESS PERFORMANCE

FY24 marked a dichotomous journey for the Indian Commercial Vehicle (''CV'') industry as it shifted to BS6 Phase II emission norms. The first half started optimistically with a surge in sales volumes across most business segments. However, the second half saw a moderation in growth due to the combined impact of a high base, elections in five states and impending general elections. Driven by the government''s focus on infrastructure development and a rise in e-commerce, construction, and mining activities, there was a consistent demand for heavy trucks and passenger carriers throughout the year, leading to a 3% and 28% increase in their sales volumes, respectively. Despite this, the overall CV industry experienced a modest growth of 2% in FY24

as demand in the ILMCV, SCV Cargo, and pick-up segments declined, highlighting the cyclical nature of industry.

With a continued emphasis on retail pull from the previous year, the CV Business aimed to further increase realizations by leveraging its superior BS6 Phase II product range, while also improving market share, especially in the HCV segment. With a synergised backend and a fully equipped front end, each business vertical is independently charting its growth path with clear milestones set to track financial and market outcomes.

CV business improved on key customer facing metrics. The business achieved the highest-ever Net Promoter Score (''NPS'') of 72 while maintaining stable Brand Power. The business continues to maintain high levels on Composite Customer Satisfaction Index in FY24.

143 products and 700 variants for passenger and cargo transportation were launched in FY24 to fulfil the growing demand for safer, smarter and greener mobility solutions.

CV exports remained subdued due to the prevailing economic situation as well as geopolitical events in most overseas markets. In FY24, the exports were 12% lower than in FY23, while revenue maintained its level of the previous year due to improved mix. Major drop was witnessed in the SAARC region (-10%) driven by Total Industry Volume (''TIV'') softening, forex shortages, and liquidity crunch in the latter half of the year. MENA region witnessed 23% year-on-year (''y-o-y'') in exports. The business retained and grew its market share and also sequentially improved margins across most markets.

CV business won several prestigious awards in FY24 acknowledging the excellence of products, services, solutions, initiatives and people, with few notable ones being Coveted National Energy Conservation Award from President of India, Golden Peacock National Quality Award, CII Industrial Innovation award, 7 Apollo Commercial Vehicle Magazine awards, Gunsan Grand Commerce & Industry Award and others.

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

Tata Motors Passenger Vehicles Limited (''TMPVL'')

The Indian Passenger Vehicle (''PV'') industry recorded the highest-ever annual wholesale volumes of 4.2 million units in FY24. After two strong years of growth, the industry growth moderated to 8.6% in FY24 over FY23. The growth has come on the back of strong traction for new product launches and emission-friendly powertrains, i.e., CNG vehicles and Electric vehicles. The segment shifts in the industry continues to gain momentum as the Sports Utility Vehicle (''SUV'') segment grew 28% as compared to FY23 and now accounts for 51% of the overall industry volumes. The demand for hatches continues to decline as the volumes have decreased by 12% as compared to FY23.

In FY24, the PV business achieved the highest-ever volumes of 573,541 (including EV) units including 2,542 units of exports. The PV business further strengthened its position as the #3 player in the automobile industry. The PV business growth has been driven by the unique multi-powertrain strategy, strong response to new facelifts, reimagined front-end initiatives and manufacturing excellence.

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

Tata Passenger Electric Mobility Limited (''TPEML'')

The Indian Electric Vehicle (''EV'') industry witnessed 70% growth in FY24, with over 1 lakh units sales volume in the year as compared to 58 thousand units in FY23. The growth was driven by increased customer adoption of EVs, as barriers to adoption are increasingly being addressed. The year also saw launches of many new EV models by automobile manufacturers, as the competitive intensity in the industry continues to grow.

The EV business continues to consolidate its leadership position in the EV industry with 73,844 units of EV sales in FY24. The EV business took holistic steps to enable mainstream adoption of EVs. Tata Motors'' EV product portfolio was widened with the introduction of Punch.ev, which opened up a new price point and bodystyle for customers. To drive a faster pace of growth for charging infrastructure, the EV Business team also conducted the first Charging Day event, which has brought about open collaboration with charging ecosystem players. The EV business also launched a new customer facing brand identity for EVs and EV-exclusive showrooms, to provide a differentiated and curated experience for EV customers. As a result of these initiatives, the EV business registered a growth of 48% in FY24 over FY23.

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

Jaguar Land Rover (''JLR'')

JLR recorded revenue of £29.0 billion in FY24 compared to £22.8 billion in FY23 (as per IFRS). For FY24, wholesales (excluding China joint venture) were 401,303 up 24.9% y-o-y and retails were 431,733 up 21.7% y-o-y. Profit margins improved with an adjusted EBITDA margin of 15.9%, driven by higher wholesales, favourable sales mix and improved pricing. Profit before tax and exceptional items was £2.2 billion, in FY24, compared to a loss before tax and exceptional items of £(64) million in the prior financial year. Profit after tax was £2.6 billion, up significantly from a loss of £(60) million a year ago.

Some of the key highlights of FY24 were:

• Reimagine transformation strategy progressing: Waiting list for Range Rover Electric opened; Nitra to produce

electric vehicles by 2030; Halewood announced as becoming all electric production facility.

• Sustainable projects continue: JLR to generate over a quarter of its UK electricity through off-grid renewable energy plan; New £250 milllion state-of-the-art future energy lab opened at Whitley; JLR to reduce UK road freight emissions by 84% through new alternative fuel and electric powered transport fleet.

• Ratings upgrades from S&P and Moody''s: 2 notch upgrade during the year from S&P, 1 notch from Moody''s

• Strong production volumes during the year: Chip and other supply constraints eased with the benefit of agreements and key relationships; MLA production continued to ramp up with addition of another body shop in Solihull; Nitra continues on 3 shift pattern.

• Further strengthening of Tata Ecosystem with Agratas UK cell manufacturing facility to supply to JLR; strategic collaboration announced with TPEML.

• JLR products continue to win awards: Range Rover Sport and Defender win consumer awards; Defender 110 D300 X-Dynamic S wins What Car? Car of the Year ''Best seven-seater'' award.

• £1.8 billion of debt repaid out of operating cash: including $400 million of bonds tendered during the year.

• Repaid £1.8 billion equivalent of debt, reducing total gross debt to £0.7 billion as at March 31, 2024.

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

Tata Technologies Limited (''TTL'')

In a milestone move, TTL debuted on the stock exchanges in India viz., BSE Limited and National Stock Exchange of India Limited on November 30, 2023, marking the first Initial Public Offering (''IPO'') from the Tata Group in nearly two decades. The listing occurred at an impressive premium of 140% over its issue price of R500. The IPO garnered overwhelming attention with over 73 lakh total applications, a massive 69.4 times over subscription. The Qualified Institutional Buyers (''QIBs'') showed a record subscription of 203.4 times of their allocated quota. By the end of the first day of trading, TTL was valued at R 53,820 crore ($6.5 billion). From its humble beginnings as an automotive design division for the Company to a historic listing on the Indian stock exchanges, TTL has come a long way.

TTL is a global product engineering and digital services company. Since 2019, it has consistently held the top position among India-based automotive ER&D service providers in Zinnov Zone. In FY24, TTL achieved its highest-ever revenue of R5,117 crore, marking a 15.9% increase as compared to FY23, along with an Operating EBITDA of R942 crore.

Over the past three years, revenue from operations has demonstrated a robust 29% CAGR, while Operating EBITDA has shown an even stronger growth rate of 35% CAGR. This growth is attributed to significant demand in

both services and technology solution sectors. As of March 31, 2024, TTL had a headcount of 12,688 talented professionals.

Tata Motors Finance (''TMF'')

The year had been a pivotal year for TMF with steps taken from Q4FY24 towards sourcing and growing quality book yielding the desired results. The focus during the year remained on strengthening risk guard rails to ensure prudent sourcing and targeted collection strategies to reduce delinquencies. As a result, TMF group''s Assets Under Management (''AUM'') reduced by 7.6% y-o-y to R40,060 crore, as against R43,338 crore in the previous year. Net Income margins on normalized basis remained range bound at 4.8% from 4.9% despite higher borrowing rates during the year. Provision coverage on gross Non-Performing Assets was maintained at 44% as of March 31, 2024 resulting in a consolidated profit before tax for FY24 of R88 crore as against loss of (R993) crore in FY23.

Please refer to the paragraph on Tata and other brand vehicles- Vehicle Financing in the Management Discussion & Analysis section for detailed analysis.

Tata Daewoo Commercial Vehicle Company Limited (''TDCV'')

The revenues for FY24 increased by 7.7% to W1,010.03 billion as compared to W937.89 billion in FY23. The vehicle volumes was 9,501 units in FY24 compared to 9,493 units in FY23. Domestic sales were subdued due to downturn in Korean economy, which was compensated by strong demand in exports.

Please refer to the paragraph on Tata Commercial Vehicles and Tata Passenger Vehicles- Exports in the Management Discussion & Analysis section for detailed analysis.

SHARE CAPITAL

During the year, the Company issued and allotted 23,94,676 Ordinary shares of R2/- each in the Company, pursuant to exercise of stock options by the eligible employees of the Company and its subsidiary companies, under the Tata Motors Limited Employees Stock Option Scheme 2018. As a result of such allotment, the paid-up share capital increased from R7,66,01,71,947 (comprising of 3,82,98,47,221 equity share of R2/- each) as on March 31, 2023 to R7,664,961,299 (comprising of 3,832,241,897 equity share of R 2/- each) as on March 31, 2024. The shares so allotted rank pari-passu with the existing share capital of the Company. Except as stated herein, there was no other change in the share capital of the Company.

SCHEME OF ARRANGEMENT FOR THE PROPOSED REDUCTION OF SHARE CAPITAL BY CANCELLATION OF ''A'' ORDINARY SHARES

The Board at its meeting held on July 25, 2023 approved a Scheme of Arrangement of the Company and its shareholders

and creditors (''Scheme''). The Scheme, inter alia, provides for reduction of capital through cancellation of the ''A'' Ordinary Shares and the consequent issuance and allotment of the Ordinary Shares, as consideration other than cash for such reduction. The consideration payable is 7 (seven) New Ordinary Shares for every 10 (ten) ''A'' Ordinary Shares cancelled (''Capital Reduction Consideration'').

Implementation of the Scheme shall simplify and consolidate the Company''s capital structure as well as preserve liquidity for the Company''s growth; be value accretive & beneficial for the shareholders of the Company and shall allow the ''A'' Ordinary Shareholders and Ordinary Shareholders to continue to participate in the Company''s performance, as Ordinary Shareholders.

The Company received the ''observation letter'' dated December 20, 2023 issued by BSE Limited and ''observation letter'' dated December 21, 2023 issued by National Stock Exchange Limited and filed necessary application before the Hon''ble National Company Law Tribunal, Mumbai Bench (''Hon''ble NCLT'') for necessary directions on January 2, 2024.

The Hon''ble NCLT vide order dated March 22, 2024 read with order dated March 28, 2024, inter alia, directed the Company (i) to convene and hold the meeting of the shareholders (holding Ordinary shares in the Company) on April 30, 2024; (ii) to convene and hold the meeting of the shareholders (holding ''A'' Ordinary shares in the Company) on April 30, 2024; (iii) dispensed the convening and holding of the meeting of the secured creditors; and (iv) dispensed convening and holding of the meeting of the unsecured creditors (including debenture holders) (''Unsecured Creditors''). The Company in compliance with the directions of the Hon''ble NCLT, convened meetings of the Ordinary and ''A'' Ordinary Shareholders on April 30, 2024 to seek shareholder approval on the Scheme. The Scheme was approved by the requisite majority by both classes of the shareholders and also approved by the majority of the minority public shareholders of both the classes.

For results of the voting by the Shareholders for both classes of meetings, please visit our website at https://www. tatamotors.com/scheme-of-arrangement-between-tml-and-its-shareholders-and-creditors/

DELISTING OF AMERICAN DEPOSITARY SHARES (''ADS'')

The Company had on November 9, 2022 conveyed its intention to voluntarily delist the ADSs from the New York Stock Exchange (''NYSE''), effective close of trading hours on the NYSE on January 23, 2023. As a consequence thereof, the ADSs stopped trading on NYSE and no over-the-counter trading of the ADSs in the United States was allowed due to regulatory restrictions under the Indian law. Necessary intimation in this regard was communicated to the stock exchanges in India as well as to the respective ADS holders.

The ADS holders who wished to convert their ADSs into underlying Ordinary Shares of the Company, surrendered their ADSs to Citibank NA (''the Depositary'') on or before July 24, 2023 and received Ordinary Shares in the Company in the ratio of 5 Ordinary Shares of ^2/- each for every 1 ADS held by them.

Subsequently, in accordance with the terms described in the Notice of termination of ADS facility and as provided in the Deposit Agreement, Citibank NA sold the remaining underlying Ordinary Shares corresponding to the outstanding ADSs and distributed the proceeds thereof to the ADS holders who had not converted their ADSs into Ordinary Shares in the Company, subject to deduction of prescribed withholding tax, as applicable.

Further, the Company had completed all formalities and submitted requisite Form 15F with the United States Securities Exchange Commission (''SEC'') on January 24, 2024 for deregistering all its securities with the SEC and terminating its reporting obligations under the Securities Exchange Act of 1934 (''Exchange Act'') which was effective from April 24, 2024, post completion of 90 days from the date of filing Form 15F.

In view of the above, the Company is no longer required to prepare its Annual Report under IFRS in Form 20F from FY24 onwards.

Detailed FAQs on the process and communications related to ADS delisting and deregistration are hosted on the website of the Company at https://www.tatamotors.com/sec-filings/ providing necessary guidance to the ADS Holders.

FINANCE & CREDIT RATING

During FY24, owing to strong free cash flow generation and monetization of non-core investments, the Tata Motors Group continued to deliver on deleveraging plans and achieved significant reduction in net auto debt by ^27,665 crore. The Net Auto Debt of Tata Motors Group stood at ^16,022 crore at the end of FY24 as compared to ^43,687 crore at the end of FY23. The Company prepaid $349.4 million of bonds and ECB''s, while JLR prepaid $400 million equivalent long term bonds. The Group continues to maintain sufficient liquidity at all times to navigate the impact of external challenges. The Company did not raise any long-term debt in FY24. As at March 31, 2024, the Group liquidity for domestic operations was ^10,241 crore, whereas the liquidity at JLR was £5.7 billion (including unutilized credit facility of £1.5 billion). The domestic operations turned net cash positive at ^987 crore, whereas the net debt at JLR was £732 million.

As business performance improved sequentially, the credit ratings of the Company improved. Rating agencies have taken note of the turnaround in financial performance, deleveraging and strong business profile for each of the auto business verticals.

During the year, S&P and CARE upgraded the rating of the Company by two notches to BB /Positive and AA /

Stable, respectively. Moody''s, CRISIL and ICRA upgraded the rating by one notch to Ba3/Positive, AA/Positive, and AA / Stable, respectively.

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 FY24 till the date of this Report.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the Company and its subsidiaries for FY24 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and as stipulated under Regulation 33 of 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 statement 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 Members. The Members can send an e-mail to inv [email protected] upto the date of the AGM and the same would also be available on the Company''s website URL: https://www.tatamotors.com/ subsidiary-annual-reports/

SUBSIDIARY, JOINT ARRANGEMENTS AND ASSOCIATE COMPANIES

The Company had 90 subsidiaries (15 direct and 75 indirect), 11 associate companies, 5 joint ventures and 2 joint operations during FY24 as disclosed in the accounts.

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

During FY24, the following changes have taken place in subsidiary / associates / joint venture companies:

• The Company sold 9.9% stake in TTL through a secondary sale, by way of pre-IPO arrangement.

• The Company further divested its stake in the IPO of TTL by way of an OFS. As a result, the Company''s shareholding in TTL was reduced from 64.79% to 53.39% (i.e., from 262,844,816 to 216,569,816 Equity Shares), of the issued and paid up Equity Share capital of TTL.

• The Company acquired a 26.79% stake in Freight Tiger Commerce Solutions Private Limited for ^150 crore based on the Securities Subscription Agreement and Share Subscription Agreement.

• Tata Motors (SA) (Pty) Limited (''TMSA'') ceased to be a wholly-owned step-down subsidiary of the Company following the execution of a share transfer agreement. This agreement involved TML Holdings Pte Limited, a wholly-owned subsidiary of the Company, transferring its entire investment in equity shares of TMSA to Tata Africa Holdings (SA) Proprietary Limited.

• The Hon''ble NCLT, Mumbai bench passed an Order on May 12, 2023 approving a Scheme of Arrangement between Tata Motors Finance Limited (''TMFL'') (name changed from Tata Motors Finance Solutions Limited w.e.f. October 26, 2023) (Resulting Company) and TMF Business Services Limited (''TMFBSL'') (name changed from Tata Motors Finance Limited w.e.f August 7, 2023) (Demerged Company) and their respective shareholders under Section 230 to 232 and other applicable provisions of the Act, being step-down wholly owned subsidiaries of the Company, and wholly-owned subsidiaries of TMF Holdings Limited (''TMFHL''). The Scheme provided for demerger, transfer and vesting of the Demerged Undertaking from TMFBSL to TMFL on a going concern basis. The appointed date of the Scheme was April 1, 2023 and effective date was June 30, 2023. Consequent to the demerger, TMFBSL became an unlisted public company and also ceased as Non-Banking Financial Company (''NBFC'').

• Tata Motors European Technical Centre plc, a step-downwholly owned subsidiary of theCompany,and a wholly-owned subsidiary of Tata Passenger Electric Mobility Limited (''TPEML''), was renamed as Tata Motors Design Tech Centre plc (''TMDTC'') w.e.f. December 8, 2023.

There has been no material change in the nature of the business of the Company''s subsidiaries.

The policy for determining material subsidiaries of the Company is available on the Company''s website URL: https://www.tatamotors.com/wp-content/ uploads/2023/11/material.pdf

RISK MANAGEMENT

The Board of the Company has constituted a Risk Management Committee to frame, implement, monitor and review the Risk Management plan 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 paragraph on Risk Management on page no. 72 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'') in the workplace, nurture innovation by leveraging the variety of opinions and perspectives from employees who come from varied backgrounds. In order to formalize the imperative actions towards DEI, the Company has launched a dedicated DEI brand identity - DEIsha which anchors plethora of activities. One of the flagship initiative under DEIsha is - ONEderful Conversations where identified people managers underwent half day workshops driven by trained facilitators from business. As on the date of the report ~1300 people managers have undergone these workshops. DEIsha also launched its first batch of empowHER - a woman capability development program where nominated women professionals from L3 and L4 underwent a 3 month hybrid program. Pride Month and Women''s Day was celebrated with great enthusiasm across locations. Our Chief Diversity Officer also joined the aforesaid programs and brought in rich experiences and meaningful value that added on to the journey of DEIsha. Overall, women development and mentoring programs have increased, with a clear focus on nurturing their career journeys, to help the Company build a pipeline of diversified women leaders in the near future.

The Company employed 11.05% women employees in FY24 as against 7.64% women employees in FY23 and 4.97% in FY22.

In addition to promoting gender diversity, the Company is committed to fostering inclusivity across various dimensions, including LGBTQ individuals and Persons With Disabilities (''PWD''). On LGBTQ, the Company hired 18 trans colleagues who have joined in facility management sectors based in

Pune CVBU plant and Smart Mobility, North Zone. The Company is in the process of job mapping to identify suitable roles for PWD candidates, with the aim of facilitating their integration into the workforce starting from FY25 onwards.

PREVENTION OF SEXUAL HARASSMENT (''POSH'')

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee (''ICC'') is in place for all works and offices of the Company to redress complaints received regarding sexual harassment.

During FY24, the Company has received 11 complaints on sexual harassment, of which 7 have been suitably closed in accordance with the Company''s processes. The pending cases mostly comprise those registered in the last quarter of FY24 and are currently undergoing investigations at different stages. In addition, five carry forward cases of last financial year were closed suitably in FY24. The Company organized over 300 awareness workshops across various locations in order to cover flexible & temporary workforce, blue collar employees, new joiners, etc., covering approximately 14,000 resources (cumulative).

In order to ensure uniform understanding and wider coverage, a video based awareness module has been developed in local languages for blue collar and contractual employees and released for deployment across the organization in April 2023. E-module training on POSH awareness is mandatory for white collar new joiners. New POSH Scenario based assessment e-module was rolled out in March 2024, for all permanent white collar employees.

TATA MOTORS LIMITED SCHEMES (''SCHEMES'')

The Company has in force the following Schemes, which were framed under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (''SBEB Regulations''):

• Tata Motors Limited Employees Stock Option Scheme 2018 (''TML ESOP Scheme 2018''); and

• Tata Motors Limited Share-based Long Term Incentive Scheme 2021 (''TML SLTI Scheme 2021'').

TML ESOP Scheme 2018

Pursuant to the approval of Members at the AGM held on August 3, 2018, the Company adopted TML ESOP Scheme 2018, in order to retain and incentivize key talent, for driving long term objectives of the Company and ensuring that employee payoffs match the long gestation period

of certain key initiatives whilst simultaneously fostering ownership behavior and collaboration amongst employees. The TML ESOP Scheme 2018 was implemented for grant of not exceeding 1,38,00,000 Stock Options in aggregate to entitle the grantees to acquire, in one or more tranches, not exceeding 1,38,00,000 Ordinary Shares in the Company of the face value of ^2/- each at an Exercise price of ^345/- per share.

During FY23, at the AGM held on July 4, 2022, the Members had approved amendment in the TML ESOP Scheme 2018. As of March 31, 2024, out of the said 81,47,633 stock options so granted, 48,58,367 stock options have been vested, out of which 34,88,016 stock options have been exercised. Further, no stock options remained unvested and 3,52,018 stock options had been treated as lapsed and forfeited.

Subsequently, the Company had allotted 23,94,676 Ordinary Shares of ^2/- each during the period from April 1, 2023 to March 31, 2024 under the TML ESOP Scheme 2018.

TML SLTI Scheme 2021

Pursuant to the approval of Members at the AGM held on July 30, 2021, the Company adopted the TML SLTI Scheme 2021. The TML SLTI Scheme 2021 comprises of two reward mechanisms; (a) Performance Share Units, and (b) Stock Options. The objective of TML SLTI Scheme 2021 is to reward Eligible employees of the Company and its subsidiaries, to drive long term objectives of the Company, to motivate and retain employees by rewarding for their performance, to retain and incentivize key talent to drive long term objectives of the Company, to ensure that the senior management employees'' compensation and benefits match the long gestation period of certain key initiatives; and to drive ownership behaviour and collaboration amongst employees.

In terms of TML SLTI Scheme 2021, (i) Not exceeding 75,00,000 Ordinary Shares of the face value of ^2/- each fully paid up, and (ii) Not exceeding 14,00,000 Ordinary Shares of the face value of ^2/- each fully paid up; are available for grant by the Company to the eligible employees of the Company and that of its subsidiary companies. The Eligible employees shall be granted stock options and/or performance share units, as determined by Nomination and Remuneration Committee (''NRC'').

During FY24, there has been no change in the TML SLTI Scheme 2021. In FY22, 8,39,650 stock options and 9,64,569 Performance share units were granted, in FY23, 6,59,186 Performance share units were granted and in FY24, 9,86,232 Performance share units were granted. There were no performance share units vested or any shares issued on vesting during the year and 1,35,243 stock options and 1,95,448 performance share units had 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 and Members

approval, have been obtained. The same are available for electronic inspection by the Members during the AGM and are also hosted on the website of the Company URL: https://www.tatamotors.com/esop/.

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.

Statement containing particulars of top 10 employees and particulars of employees as required 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 is provided as a separate Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members, excluding the aforesaid Annexure. The said Statement is also open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary at inv [email protected]. 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 this Annual Report and is also available on the Company''s website URL: https://www. tatamotors.com/annual-reports/

In terms of SEBI Listing Regulations, the Company has obtained, BRSR Reasonable assurance on BRSR Core Indicators from KPMG Assurance and Consulting Services LLP, Mumbai on a standalone basis.

SAFETY AND HEALTH - PERFORMANCE & INITIATIVES

The Company remains steadfast in fostering a world-class safety culture, prioritizing the well-being of its employees and stakeholders across all operational facets. Throughout FY24, the Zero Incident Plan continued to be a cornerstone, featuring 31 themes and 51 major actions led by a Senior Leader, ensuring its sustained effectiveness.

A robust governance system ensures multi-level safety reviews, with the Safety, Health and Sustainability (''SHS'') Committee of the Board serving as the apex review body. Monthly evaluations by SHE Councils and Apex Committees at plant levels oversee safety performance, while focused safety

reviews are conducted in non-manufacturing areas at defined intervals, engaging Customer Service and Warehouse teams.

Continuing its commitment to enhancing safety culture, the Company engaged external experts DSS to fortify our approach across four pillars: Leadership and Governance, Operations and Risk, Business Partners, and People & Performance. Strategically aligned actions for FY24 focus on proactive governance and fostering a Zero Harm Culture through leadership behaviors communicated across all levels.

In Operations and Risk, the Company''s Model Areas Initiative showcased exemplary safety role modeling, with leaders demonstrating adherence to safety standards. The Company''s systematic approach to hazard identification and mitigation at Critical to Safety Stations led to a significant reduction in injuries. Furthermore, initiatives such as Drive Zero targeted risk areas with a focus on defensive driving and safety checks, were undertaken.

Embracing digitalization, the Company implemented various applications leveraging video analytics and AI, particularly at Jamshedpur and Sanand-1. The Company''s long-term business partner strategy integrates Contractor Safety Management activities, ensuring partner accountability and utilization.

Interaction and engagement with business partners have been paramount, with initiatives like focused contractor employee safety targeting critical areas. In People and Performance, the Company''s workforce is empowered through training and recognition programs, exemplified by commendable self-directed team achievements and focused training sessions on risk perception.

Despite our efforts, there were two unfortunate workplace related fatal incidents these were thoroughly investigated with systemic actions implemented across the Company. Reflecting on the Company''s performance, Total Recordable Case Frequency Rate increased slightly, underscoring the need for continual improvement.

The Company remains resolute in its dedication to enhancing safety performance, as evidenced by our initiatives and recognitions during FY24.

HEALTH

Under Health and Wellness, the Company strengthened physical wellness offerings through ''Healthy Workplace'' program further by implementing various prevention strategies like Secondary prevention (Cardiac risk evaluation, stress test & ensuring disease control status), Primary prevention (Tobacco cessation program, Obesity management program & pre-diabetes detection / awareness), and Primordial prevention (Canteen menu transformation).

The Company continues to provide Employees Assistance Program- a confidential, third party, free of cost counselling service for employees since April 2020. During FY24, 603 employees and dependents availed counselling service through helpline and offline counselling offered.

Under ''Business Partner dignity program'' during FY24, 17,224 employees were provided free consultation & treatment at Company health centers. 1693 women employees were screened for anemia and 186 were provided with free iron supplements resulting in anemia correction. Additional 4994 business partner employees joined emotional health awareness initiatives.

As a result of focused wellness strategies and effective implementation across employee groups, the Company received the Platinum Healthy Workplaces award from Arogya World on December 8, 2023.

ENERGY & ENVIRONMENT

The Company has always been conscious of the need to conserve energy in its manufacturing plants and to the protect environment. Energy conservation is achieved through optimized consumption of power and fossil fuels and improvements in energy productivity through Energy Conservation (''ENCON'') projects, which contributes in reduction in operational costs and climate change mitigation through reduction in greenhouse gases. The Company is also signatory to RE100 - a collaborative, global initiative of influential businesses committed to 100% renewable electricity and is working towards increasing the amount of renewable energy generated in-house and procured from off-site sources.

In FY24, the said ENCON efforts contributed to energy savings of 51.72 lakh kWh electricity and 19302.61 GJ of fuel, resulting into avoided emission of 4858.94 tCO₂. In FY24, the Company generated / sourced 114.05 million kWh of renewable electricity for its manufacturing operations, which amounts to 33% of the total power consumption for the Commercial Vehicle operations and contributed in avoidance of emission of 81,658 tCO₂.

The Company generates Renewable Energy (''RE'') in-house through Solar photovoltaic (''Solar PV'') installations, off-site captive wind farms and through procurement of off-site wind & solar power through Power Purchase Agreements (''PPA''s'') and International Renewable Energy Certificate (''i-REC''). As on FY24, the Company''s in-house installed Solar PV installation capacity are Pimpri (Pune) -7.35 MWp; Chinchwad (Pune) - 0.435 MWp; Jamshedpur - 8.01 MWp; Pantnagar - 16 MWp; Lucknow - 6 MWp; and Dharwad - 1 MWp.

In FY24, the Company conserved a total of 9.07 lakh m³ of water through recycling effluents and rainwater harvesting, which is 30% of total water consumption. Plants at Lucknow and Dharwad have achieved Water Positive certification and plant at Pantnagar has achieved Water Neutral certification as per CII-GBC. The remaining plants are working towards achieving the same.

In FY24, the Company sustained its efforts across Plants to divert hazardous waste from landfill / incineration and derive value from the same. Several plants divert hazardous wastes for energy recovery through co-processing at cement plants. The Company will continue this initiative to

ultimately achieve ''Zero Waste to Landfill'' status for all its manufacturing operations.

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://www.tatamotors.com/ corporate-responsibility/governance/

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 FY24 is uploaded on the website of the Company and the same is available on https://www. tatamotors.com/annual-reports/

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment / Re-appointment

As reported last year, Mrs Usha Sangwan (DIN: 02609263), was appointed as an Additional and Non-Executive Independent Director on the Board of the Company w.e.f May 15, 2023. At the 78^th AGM held on August 8, 2023, the Members approved her appointment as an Independent Director of the Company for a period of 5 years i.e., from May 15, 2023 to May 14, 2028.

The Board on the recommendation of NRC and in accordance with provisions of the Act and SEBI Listing Regulations has re-appointed Ms Vedika Bhandarkar (DIN: 00033808) as a Non-Executive Independent Director on the Board for a second term of 5 years, w.e.f. June 26, 2024, subject to approval of Members at this AGM.

The Board on the recommendation of NRC and in accordance with provisions of the Act and SEBI Listing Regulations, has appointed Mr Bharat Puri (DIN: 02173566) as an Additional and Non-Executive Independent Director on the Board for a tenure of 5 years from May 15, 2024 to May 14, 2029 (both days inclusive), subject to approval of Members at this AGM. He shall hold office as Additional Director upto the date of this AGM and is eligible for appointment as an Independent Director.

In accordance with provisions of the Act and the Articles of Association of the Company, Mr Girish Wagh, Executive Director (DIN: 03119361) is liable to retire by rotation at this AGM and is eligible for re-appointment.

Mr Mitsuhiko Yamashita (DIN:08871753), a Non-Executive Non-Independent Director, ceased to be a Director of the Company with effect from October 27, 2023, upon attaining the retirement age as per the Company''s Governance Guidelines on Board Effectiveness.

The Board places on record its sincere appreciation for his contributions and extends gratitude to Mr Mitsuhiko Yamashita for his invaluable service as a Director on the Board. His insightful contributions have played a pivotal role in steering the Company''s strategic direction and fostering growth.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards (''SS'')- 2 on General Meetings are given in the Notice of AGM, forming part of the Annual Report.

Independent Directors

In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr O P Bhatt, Ms Hanne Sorensen, Ms Vedika Bhandarkar, Mr K V Chowdary, Mr Al-Noor Ramji and Mrs Usha Sangwan 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 (''KMPs'') of the Company during FY24 are:

• Mr Girish Wagh, Executive Director

• Mr P B Balaji, Group Chief Financial Officer

• Mr Maloy Kumar Gupta, Company Secretary

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 held 7 (seven) meetings during the FY24.

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 Committee

• Stakeholders'' Relationship Committee

• Risk Management Committee

• Safety, Health and Sustainability Committee

• Technology Committee

• Allotment Committee

Details of composition, terms of reference and number of meetings held in FY24 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 accepted by the Board.

BOARD EVALUATION

The annual evaluation process of individual Directors, the Board 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 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 compared to 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:

• 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.

The Directors affirm 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://www.tatamotors.com/wp-content/uploads/2023/10/remuneration-policy.pdf

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 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://www.tatamotors.com/wp-content/ uploads/2023/11/whistle-blower-policy.pdf

AUDIT

Statutory Audit

M/s B S R & 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 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, the Board of Director appointed M/s Parikh & Associates, (Registration No. - P1988MH009800), a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the year ended March 31, 2024. The Report of the Secretarial Audit is annexed herewith as Annexure - 4A. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks and disclaimer.

Secretarial Audit Report of Material Unlisted Subsidiary

As per regulation 24(1) of SEBI Listing Regulations, the Company is required to annex the secretarial audit report of its material unlisted subsidiary to its Annual Report. TMPVL and TPEML have been identified as Material Unlisted Subsidiaries of the Company for FY24 and accordingly the Company is annexing the Secretarial Audit Reports of TMPVL and TPEML as Annexures 4B and 4C, respectively.

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 (Registration No.000004) as the Cost Auditors of the Company to conduct cost audit for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31, 2025. 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 has 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 the Act.

OTHER DISCLOSURES

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during FY24 with related parties were on an arm''s length basis and in the ordinary course of business and approved by the Audit Committee. Certain transactions, which were repetitive in nature, were approved through omnibus route.

As per the SEBI Listing Regulations, if any Related Party Transactions (''RPTs'') exceeds ^1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Members'' approval. 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 as per the Act. Therefore, the disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in AOC-2 is not applicable to the Company for FY24 and, hence, the same is not required to be provided.

The details of RPTs during FY24, 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 FY24, 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 the 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: https://www. tatamotors.com/wp-content/uploads/2023/11/rpt-policy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As per Section 186, the details of Loans, Guarantees or Investments made during FY24 are given below:

Name of Companies		^ crore
	Naluie of Transactions	Loans Investment
TML Smart City Mobility Solutions Ltd.	Equity infusion	-- 199.00
Freight Commerce	Equity investment	-- 61.60
Solutions Pvt. Ltd.	Cumulative	-- 88.40
(Freight Tiger)	Convertible Preference Shares
TML CV Mobility Solutions Ltd.	Equity infusion	-- 478.60
TML CV Mobility Solutions Ltd.	Loan	16.00 --

During FY24, the Company has not given guarantees 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 of 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.

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 FY24.

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;

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 (''IEPF'')

Refer Corporate Governance Report para on ''Transfer of unclaimed / unpaid amounts / shares to IEPF for details on transfer of unclaimed/unpaid amount/shares to IEPF.

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.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Company''s employees 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.

On behalf of the Board of Directors

N CHANDRASEKARAN

Chairman

Mumbai, May 10, 2024 DIN: 00121863