The Directors are pleased to present herewith the Integrated Annual Report of Tata Motors Limited ('the Company') along with
the Audited Financial Statements for the Financial Year ('FY') ended March 31, 2025.

FINANCIAL HIGHLIGHTS

in crore)

* It includes the Company's proportionate share of income and expenditure in its joint operations, namely, Tata Cummins Private Limited and its subsidiary.

FINANCIAL PERFORMANCE
Operating Results and Profits

Consolidated revenue of the Company from operations
(excluding from discontinued operations) was
^4,39,695 crore in FY25, which was 1.3% higher than the
consolidated revenue of ^4,34,016 crore in FY24. The
underlying EBITDA margin (excluding from discontinued
operations) was at 13.1% in FY25 as compared to 14.1% in
FY24. Underlying EBIT margin (excluding from discontinued
operations) stood flat at 7.9% in FY25 as compared to
FY24. The profit before tax from continuing operation was
^33,780 crore in FY25 as against ^28,429 crore in FY24. Profit
for the year stood at ^28,149 crore in FY25 as compared to
^31,807 crore in FY24.

The free cash flow (auto) was an inflow of ^22,348 crore in
FY25 compared to ^26,925 crore in FY24. The Company is net
auto cash of ^1,018 crore as at March 31, 2025.

Standalone revenue from operations (including joint
operations) was ^69,419 crore in FY25 which was 5.3% lower
than ^73,303 crore in FY24. The profit before and after tax
(including joint operations) for FY25 were ^7,352 crore and
^5,452 crore, respectively as compared to ^7,851 crore and
^7,902 crore, respectively for FY24. There was deferred tax
charge of ^1,847 crore in FY25 as compared to credit ^165
crore in FY24.

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 of Directors (' the Board') is pleased to recommend
declaration of a final dividend amounting to ^6/- per Ordinary/
Equity Share of face value ^2/- each fully paid-up, i.e., (300%)
for FY25.

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 Wednesday, June 4, 2025. The said dividend, would involve
cash outflow of ^2,209 crore, resulting in a payout of 40.5% of
the standalone net profit of the Company for FY25.

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 Wednesday, June 4, 2025 as the
"Record Date" for the purpose of determining the entitlement
of Members to receive dividend for FY25.

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://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 FY25 in the distributable retained earnings.

An amount of ^127 crore was transferred from Debenture
Redemption Reserve to retained earnings in FY25.

BUSINESS PERFORMANCE

The Indian Commercial Vehicle industry experienced mixed
trends in FY25, influenced by macroeconomic caution
and evolving market dynamics. The industry registered
year-on-year a marginal decline of approximately 1%, largely
due to a slowdown in the Heavy Commercial Vehicle ('HCV')
and Small Commercial Vehicle ('SCV') segments, particularly

during the second quarter. Demand remained measured in
the lead-up to state and general elections, contributing to a
moderation in overall volumes.

The bus segment, however continued to perform steadily,
supported by sustained government investments in public
transportation and the gradual shift toward electric mobility.
SCVs and pickups faced challenges arising from muted rural
demand and tighter credit availability, which impacted
retail momentum. Electric commercial vehicles witnessed
growing interest, particularly in the bus and last-mile delivery
segments, aided by the progression of public tenders and
improving Total Cost of Ownership (TCO) economics.

At the broader industry level, infrastructure investments and
increased adoption of digital tools supported operational
efficiencies and influenced fleet replacement decisions.
The continued transition toward cleaner mobility, including
electric, Compressed Natural Gas ('CNG') and alternative fuel
vehicles, remained a key consideration in Original Equipment
Manufacturer ('OEM') strategies.

Please refer to the paragraph on Commercial Vehicles in
India in the Management Discussion & Analysis section of the
Integrated Annual Report for detailed analysis.

Tata Motors Passenger Vehicles Limited
('TMPVL')

The Indian Passenger Vehicle ('PV') industry witnessed a
modest 2% growth in FY25, following three consecutive years
of growth, reaching 4.3 million units of sales. The segmental
shifts in the industry continued to gain momentum, with
Sport Utility Vehicle ('SUVs') accounting for 55% of the new
industry sales, while hatches and sedans remained under
stress. Notably, demand for emission-friendly CNG vehicles
remained robust, recording a 35% increase over FY24.

In FY25, the PV business (including Electric Vehicles), achieved
sales of 5,56,367 units, including 2,693 units of sales in exports.
The PV business outperformed the industry, registering 11%
and 60% growth in the SUV and CNG segments, respectively,
compared to FY24. The launches of Tata Curvv and Tata
Nexon CNG has been well received by the market, while the
Tata Punch emerged as the #1 car in India in CY24.

Tata Passenger Electric Mobility Limited
('TPEML')

The Indian Electric Vehicle ('EV') industry experienced a
moderation in growth in FY25, registering a 14% growth
over FY24. This slowdown was driven by negative customer
sentiments towards EVs in the first half of the year, as well
as sharp decline in the EV fleet segment following expiry of
the FAME II incentive program. However, the latter half of the
year saw a renewed promise in the EV industry, with more

participants entering in the market and leading to greater
customer traction and strengthening of the overall ecosystem.

In FY25, the EV business sustained its market leadership
position, commanding over 55% market share of the EV
Industry. The business launched Curvv.ev, which received a
good review from the market and strengthened Nexon.ev
with the introduction of 45kWH battery pack. Additionally,
the EV Business made strategic strides in strengthening the
EV ecosystem, accelerating the expansion of the charging
network, simplifying the charging experience and initiating
the installation of Tata.ev mega chargers. Through these
key initiatives, the EV business achieved the milestone of
surpassing 2,00,000 units of EV sales since its inception.

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 stable revenue of £29 billion in
FY25. This revenue was flat year-over-year in wholesales
(excluding China joint venture) to 4,00,898 units, as well as 1%
dip in retail sales to 4,28,854 units. Profit margins improved,
with underlying EBITDA margin of 14.3%, driven by flat
wholesales, favourable sales mix and improved pricing. Profit
before tax and exceptional items in FY25 was £2.5 billion,
compared to £2.2 billion in FY24, an increase of 13.6%. Profit
after tax was £1.8 billion, lower from a profit of £2.6 billion a
year ago. This was due to deferred tax charge of £0.3 billion
as compared to credit £0.8 billion in FY24.

Some of the key highlights of FY25 were:

• By the end of the financial year, JLR had eliminated
£4 billion of debt to achieve net cash positive, a key
Reimagine target.

• Reimagine transformation strategy progressing: Range
Rover Electric testing continued as the waiting list
climbed over 60,000; reimagined Jaguar brand and
design vision concept, Type 00, launched at Miami Art
Week and viewed by over one billion people globally.
JLR Halewood investment of £500 million illustrated
the readiness to build next generation electric vehicles
alongside existing ICE and PHEV models.

• Sustainable projects continue: JLR made a significant
technical breakthrough in the closed-loop recycling
of polyurethane seat foam from used vehicles by
successfully reintegrating it back into the production
of new seats, a first for the automotive industry.
JLR and Pirelli announced a joint initiative to deploy
FSC®-certified sustainable rubber across its range of
luxury vehicles.

• Strong demand continues: The three most profitable
JLR brands - Defender, Range Rover, Range Rover Sport,
made up 67.8% of total wholesales in FY25. Defender
and Range Rover wholesales were up by 10% and 9%,
respectively as compared to the previous year.

• The Range Rover brand won Walpole's 'Made in UK'
award at the annual Walpole British Luxury Awards
and made its inaugural entry into Interbrand's Top 100
Best Global Brands. Alongside this, Jaguar Type 00 won
Wallpaper's Design Awards 2025.

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

Tata Technologies Limited ('TTL')

TTL has evolved into a leading global engineering services
provider, catering to the automotive, aerospace and
industrial machinery sectors. Built on the Tata Group's legacy
of innovation and excellence, TTL is dedicated to engineering
better products and experiences for its clients worldwide.
It has been at the forefront of engineering and digital
transformation since its inception. It has ranked #1 among
India-based global automotive ER&D service providers in
Zinnov Zones for the 8^th consecutive year.

In FY25, TTL achieved revenue of ^5,168 crore, Operating
EBITDA of ^934 crore at 18.1% margin and PAT of ^677 crore
at 13.1% margin. As of March 31, 2025, TTL had a headcount
of 12,644 professionals.

Tata Motors Finance Limited ('TMFL')

The Board at its meeting held on June 4, 2024, consented to
the Scheme of arrangement amongst TMFL and Tata Capital
Limited ('TCL') and their respective shareholders under
section 230-232 read with section 52, section 66, and other
applicable provisions of the Companies Act, 2013 ('the Act')
and rules made thereunder. As consideration for the merger,
TCL to issue its equity shares to the TMFL's shareholders
resulting in the Company's effectively holding a 4.6% stake in
the merged entity.

The Scheme was approved by the Competition Commission
of India, stock exchanges and the Reserve Bank of India
during FY25. TMFL & TCL then subsequently convened
separate meetings of creditors (secured and unsecured) on
January 16, 2025 and January 17, 2025, respectively, where
the Scheme was approved with the requisite majority. The
Scheme was also approved by respective shareholders
of both the entities. The Hon'ble National Company Law
Tribunal, Mumbai Bench, vide Order dated May 6, 2025, had
sanctioned the Scheme, a certified copy of which was filed by
TMFL with the Registrar of Companies, Mumbai, Maharashtra
on May 8, 2025, making the Scheme effective.

Accordingly, TMFL amalgamated with TCL and has ceased to
be the step-down wholly owned subsidiary of the Company
w.e.f. May 8, 2025 and also ceased as a legal entity.

Tata Daewoo Mobility Company Limited ('TDM')
(formerly known as Tata Daewoo Commercial
Vehicle Company Ltd)

The revenue of TDM for FY25 declined by 8.8% to W911
billion, as compared to W1,000 billion in FY24. Vehicle sales
volumes decreased from 9,501 units in FY24 to 7,940 units
in FY25. The subdued domestic sales were attributable
to prevailing economic challenges and political instability
in the South Korean economy, while export sales were
impacted by intensified global geopolitical tensions, conflicts
trade disputes.

SHARE CAPITAL

Scheme of Arrangement for the Reduction
of Share Capital by cancellation of 'A'
Ordinary Shares

The Hon'ble National Company Law Tribunal, Mumbai
Bench ('NCLT') vide its order dated August 2, 2024 approved
the Scheme of Arrangement amongst the Company and
its shareholders and creditors under Sections 230 to 232
and other applicable provisions of the Act ('Specified
Scheme'), for reduction of share capital of the Company
by way of cancellation and extinguishment of the entire
'A' Ordinary Shares of the Company and issuance and
allotment of 7 (seven) New Ordinary Shares to the eligible
shareholders for every 10 'A' Ordinary Shares held by them
in the Company, subject to necessary tax deductions,
which ranked pari passu with the existing Ordinary/Equity
Shares in the Company, as consideration for such reduction
of capital. A certified true copy of the Order passed by
the Hon'ble NCLT approving the Specified Scheme was
filed by the Company with the Registrar of Companies on
September 1, 2024 pursuant to which the Specified Scheme
came into effect. Upon effectiveness of the Specified Scheme,
'A' Ordinary Share Capital of the Company stood cancelled
and extinguished. Consequently, the Company has only
Equity/Ordinary Shares of the face value of ^2/- each as its
share capital.

Pursuant to the approval of Specified Scheme, the Authorized
Share Capital of the Company relating to the 'A' Ordinary
Shares, amounting to ^200 crore divided into 100 crore
'A' Ordinary Shares of ^2/- (Indian Rupees Two) each,
was reclassified and consolidated along with the existing
Ordinary/Equity Share capital. Hence, the existing Authorized

Share Capital of the Company due to consolidation stands as
^1,000 crore, divided into 500 crore Ordinary/Equity Shares
of ^2/- (Indian Rupees Two) each.

Additionally, pursuant to the Specified Scheme
and as empowered by the Board, the Allotment
Committee at its meeting held on September 1, 2024,
approved allotment of 35,59,52,028 New Ordinary
Shares of the face value of ^2/- each fully paid-up
(in the ratio of 7 New Ordinary Shares for every 10 'A'
Ordinary Shares) to TML Securities Trust, an independent
and irrevocable determinate private trust of which Axis
Trustee Services Limited acted as an Independent Trustee,
who held the New Ordinary Shares on behalf of and for
the benefit of the eligible 'A' Ordinary Shareholders of the
Company as on the Record Date, i.e., September 1, 2024,
as per the Scheme. The 'A' Ordinary Share Capital of the
Company consisting of 50,85,02,896 shares of ^2/- each fully
paid-up amounting to ^101 crore stood cancelled. Consequent
to the said allotment of New Ordinary Shares the Ordinary/
Equity paid up capital increased from 3,32,46,58,528 of
^2/- each amounting to ^664 crore to 3,68,06,10,556 of
^2/- each amounting to ^736 crore (considering the amount
of subscribed share capital plus forfeited Shares less calls
in arrears).

Tata Motors Limited Employees Stock Option
Scheme 2018 (TML ESOP Scheme 2018) and the
Tata Motors Limited Share-based Long Term
Incentive Scheme 2021 (TML SLTI Scheme 2021)

The Company had issued and allotted 8,62,318 Ordinary/
Equity shares of ^2/- each under the TML ESOP Scheme 2018
and 7,95,395 Ordinary/Equity shares of ^2/- each under the
TML SLTI Scheme 2021 to the eligible shareholders.

Composite Scheme of Arrangement amongst
the Company, TML Commercial Vehicles Limited,
Tata Motors Passenger Vehicles Limited and
their respective shareholders

The Board at its meeting held on August 1, 2024 approved
a Composite Scheme of Arrangement amongst the Company
('TML' or 'Demerged Company' or 'Amalgamated Company'
or 'Tata Motors'), TML Commercial Vehicles Limited ('TMLCV'
or 'Resulting Company'), and Tata Motors Passenger
Vehicles Limited ('TMPV' or 'Amalgamating Company') and
their respective shareholders under Sections 230-232 and
other applicable provisions of the Act and the rules framed
thereunder, inter alia, for:

(i) demerger of the Company's Commercial Vehicles
Business from TML to TMLCV, and

(ii) merger of TMPV undertaking the Passenger Vehicles
Business with TML ("Scheme").

The effectiveness of the Scheme would result in creation of
two separate listed companies with mirror shareholding with
the Resulting Company housing the Commercial Vehicles
Business and the Amalgamated Company housing the
Passenger Vehicles Business. Upon the effectiveness of the
Scheme, the Amalgamated Company carrying on Passenger
Vehicles Business will be renamed as "Tata Motors Passenger
Vehicles Limited" and the Resulting Company, carrying
on the Commercial Vehicles Business, will be renamed as
"Tata Motors Limited".

The proposed Scheme would be in the best interests of
the Amalgamated Company, the Resulting Company, the
Amalgamating Company and their respective shareholders,
employees, creditors and other stakeholders for the
below reasons:

i. The distinctive profile and established business model of
the Commercial Vehicles Business and Passenger Vehicles
Business makes it suitable to be housed in separately
listed entities, allowing sharper strategic focus in pursuit
of their independent value creation trajectories;

ii. The Scheme would result in better and efficient control
and management for the Commercial Vehicles Business
and the Passenger Vehicles Business and would further
empower the respective businesses to pursue their
respective strategies to deliver growth with greater
agility while reinforcing accountability;

iii. The Scheme would unlock value for the overall¬
business portfolio through price-discovery of the
Amalgamated Company and the Resulting Company for
existing shareholders and shall entail direct holding of
marketable securities therein;

iv. The Scheme could lead to the right operating
architecture for both companies with sharper focus
on their individual business strategies and clear capital
allocation, in alignment with their respective value
creation journeys; and

v. Separately listed companies will attract specific set of
investors for their business profile and consequently,
encourage focused capital market outcomes.

The Hon'ble NCLT vide Order dated March 25, 2025,
directed the Company (i) to convene and hold the meeting
of the equity shareholders of the Company; (ii) dispensed
the convening and holding of the meeting of the secured
creditors; and (iii) 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 Equity Shareholders on
May 6, 2025 to seek shareholders' approval on the Scheme.
The Scheme was approved by requisite majority.

DEBENTURES

During the year, the Company has issued and allotted
on private placement basis, rated, listed, unsecured and
redeemable Non-Convertible Debentures aggregating
^2,000 crore.

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

FINANCE & CREDIT RATING

During FY25, by continuing strong free cash flow generation,
the Tata Motors Group ('the Group') delivered on its
deleveraging targets and became net cash positive. The Net
Auto cash of Tata Motors Group stood at ^1,018 crore at the
end of FY25 as compared to net auto debt of ^16,022 crore at
the end of FY24. The Group continues to maintain sufficient
liquidity at all times to navigate the impact of external
challenges. As at March 31, 2025, the Group liquidity for
domestic operations was ^15,991 crore, whereas the liquidity
at JLR was £6.3 billion (including unutilized credit facility of
£1.6 billion).

On the backdrop of strong financial performance, the
credit ratings of the Company also continued to improved.
Rating agencies have taken note of the sustained revenue
growth, improvement in consolidated business and financial
risk profiles, strong Free Cash Flow ('FCF') generation
and deleveraging.

S&P upgraded Tata Motors by two notches to investment
grade rating at BBB/Stable. Moody's upgraded the rating of
the Company by two notches to Ba1 / Positive. CRISIL and
ICRA upgraded the long term rating by one notch to AA /
Stable. CARE Ratings also maintained long term rating at AA /
Stable during the year. Even post demerger, rating agencies
expect both the resultant companies to continue to maintain
strong credit profile and demerger does not impact financial
risk profile.

S&P Global Ratings upgraded Jaguar Land Rover Automotive
Plc's (JLR) long term issuer credit rating to 'BBB-' from 'BB',
JLR's first investment grade rating. Also, Moody's upgraded
JLR's long term issuer credit rating to 'Ba2' from 'Ba3'.

Please refer to the paragraphs 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 FY25 till the
date of this Report.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the Company and
its subsidiaries for FY25 have been prepared in compliance
with the applicable provisions of 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 Statement of the
subsidiary companies is attached to the Financial Statement
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 any member. The
members can send an e-mail to nv rel@tatamotors.con upto
the date of the AGM and the same would also be available on
the Company's website URL: https://www.tatamotors.com/
annual-reports/

SUBSIDIARY, JOINT ARRANGEMENTS AND
ASSOCIATE COMPANIES

The Company had 93 subsidiaries (16 direct and 77 indirect),
10 associate companies, 4 joint ventures and 2 joint operations
during FY25 as disclosed in the Financial Statements.

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

During FY25, the following changes have taken place in
subsidiary / associates / joint venture companies:

• TML Commercial Vehicles Limited was incorporated on
June 23, 2024, as a direct subsidiary of the Company.

• TML's shareholding in TTL decreased from 55.39% to
53.39% consequent to Tata Motors Finance Ltd selling
equity shares in TTL.

• Tata Motors Digital.AI Labs Limited ('TMDALL') was
incorporated on March 17, 2025, as a subsidiary of the

Company. The Company alongwith TMPVL (Wholly
Owned Subsidiary) holds 100% shareholding in TMDALL.

• The Company sold 50% stake in Tata Motors Global
Services Limited ('TMGSL') (name changed from
TML Business Services Limited with effect from
February 28, 2025) to TMPVL on March 25, 2025. The
Company alongwith TMPVL holds 100% shareholding
in TMGSL.

• Consequent to the execution of a Share Purchase
Agreement between TPEML and Tata Motors Design
Tech Centre plc ('TMDTC') on June 28, 2024, Trilix srl
ceased to be a direct subsidiary of TPEML and became a
subsidiary of TMDTC, w.e.f., November 5, 2024.

• Tata Daewoo Commercial Vehicles Company Limited
and Tata Daewoo Commercial Vehicles Sales and
Distribution Company Limited, step-down subsidiaries
of the Company and wholly owned subsidiaries of
TML Holdings Pte Limited, were renamed as Tata
Daewoo Mobility Company Limited and Tata Daewoo
Mobility Sales Company Limited, respectively, w.e.f
November 1, 2024.

• Tata Motors (Thailand) Limited ('TMTL') has been under
liquidation, w.e.f. December 27, 2024. TML Holdings Pte
Limited's shareholding in TMTL increased from 97.21%
to 100% during the year.

• Jaguar Land Rover Holdings Limited, indirect subsidiary
sold its entire shareholding in Limited Liability Company
"Jaguar Land Rover" (Russia) w.e.f. October 31, 2024.

• Jaguar Land Rover Colombia S.A.S, subsidiary of Jaguar
Land Rover Limited, UK ('JLR'), an indirect subsidiary,
was striked off on February 27, 2025.

• JLR Insurance Company Limited was incorporated on
October 9, 2024, as a wholly owned subsidiary of JLR.

• JLR and Tata Autocomp Systems Limited ('TACO')
have entered into a share purchase agreement for,
inter alia, sale of its 80% stake in Jaguar Land Rover
Ventures Limited ('JLRV') a step down wholly owned
subsidiary of the Company to TACO on March 28, 2025.
Pursuant thereto, TACO has also acquired 80% stake
in Artifex Interior Systems Limited ('AISL'), a wholly
owned subsidiary of JLRV. Consequently, both JLRV and
AISL ceased to be subsidiaries of the Company, w.e.f
March 28, 2025.

• BMW TechWorks India Private Limited was
incorporated as a wholly-owned subsidiary of TTL on
July 31, 2024. Thereafter, TTL allotted 50% shareholding
to BMW Holding B.V. Netherlands- JV Partner on
October 8, 2024. Hence, ceased to be a subsidiary during
the year.

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://
www.tatamotors.com/wp-content/uploads/2023/11/
material.pdf

For details, please refer para on 'Policy on determining
Material Subsidiary' of the Report on Corporate Governance,
which forms part of this Report.

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, medium and long terms risks. The Audit committee has
an additional oversight on the financial risks and controls.

Please refer paragraph on Risk Management of the 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 paragraphs on Internal Control Systems
and their Adequacy in the Management Discussion & Analysis
section for detailed analysis.

HUMAN RESOURCES

Please refer to the paragraphs 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 varied
perspectives and lived experiences from across different
backgrounds, the Company create a workplace culture that
encourages creativity, collaboration and breakthrough
thinking. To formalize the Company's commitment in FY24, we
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 critical focus areas of DEI.

Some of the key initiatives of this year include:

• Inclusive Policies: All organizational policies were
reviewed and made gender-neutral. Along with updates
on our Sabbatical policy, two more policies — Utkarsha
and Vidyadhan — were introduced to support the
Company's internal employees in need of genuine
assistance for capability development.

• Net Promoter Score / Culture and Engagement:
the Company launched DEI Round Robbin — a structured
engagement initiative where women employees across
locations participated in conversations around the
Company's cultural values. These interactions have
contributed to an improved Net Promoter Score (NPS),
rising from 7.7 in Q2FY25 to 7.9 in Q4FY25.

• Capability Development: DEIsha rolled out the second
cohort of empowHER, a flagship empowerment program
for women professionals at L4 and L5 levels. A total of 78
women have embarked on this journey.

• Enabling Persons with Disabilities (PWD): The Company
worked on PWD inclusion and onboarded ~ 141 PWD
employees across locations such as Pune, Jamshedpur,
Dharwad and Lucknow. As of March 31, 2025, a total of
166 PWDs are contributing to the Company's workforce.

• Sensitization: Over 1,200 identified people managers
have participated in ONEderful Conversations — a half¬
day, facilitator-led workshops designed to build inclusive
leadership capabilities.

Throughout FY25, the Company also celebrated key DEI
milestones in alignment with the Company's annual DEI
calendar: Pride Month (Q1), Inclusion PoV Photography
Contest (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 measurable progress:
attrition among women employees has declined by one
percentage point and women's participation has grown.
The Company's overall gender diversity ratio improved
marginally to 11.1% in FY25, up from 11.0% in FY24, reflecting
our continued 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. An Internal Committee ('IC') has been established

across all the Company's work locations and offices to address
any complaints related to sexual harassment.

During FY25, the Company received 21 complaints on sexual
harassment, of which 20 have been suitably resolved in
accordance with the Company's established processes.
One complaint received towards the end of March 2025, is
currently under investigation. In addition, four carry-forward
cases from the previous financial year were also suitably
closed in FY25.

To ensure comprehensive coverage, the Company organized
over 370 awareness workshops across various locations,
covering approximately 14,000 resources (cumulative),
including the flexible and temporary workplace, blue-collar
employees and new joiners. Furthermore, a two-day training
session 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.

Tata Motors Limited Long Term Incentive
Schemes ('Schemes')

The Company has in force the following Schemes, which were
framed in accordance with the SEBI Regulations then in force:

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

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

TML SLTI Scheme 2021

Pursuant to the approval of Members at the Annual General
Meeting ('AGM') held on July 30, 2021, the Company adopted
TML SLTI Scheme 2021. The TML SLTI Scheme 2021 comprises
of two reward mechanisms; (a) Performance Share Units
('PSUs') and (b) Stock Options. The objective of the TML 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 TML 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 FY25, there has been no change in the TML SLTI
Scheme 2021. In FY25, under the TML SLTI Scheme 2021,
there were no additional grants of PSUs/ Options, however
8,06,293 Stock Options and 9,27,569 PSUs have been vested,
of which 1,94,204 Stock Options and 6,01,191 PSUs have been
exercised, 5,949 PSUs remained unvested and 1,11,104 Stock
Options and 1,17,221 PSUs has lapsed and forfeited.

In FY25, the Company allotted 7,95,395 Ordinary/Equity
Shares of ^2/- each, to the eligible employees, pursuant to
the exercise of PSUs/Options under TML SLTI Scheme 2021.

TML SLTI Scheme 2024

Pursuant to the approval of Members at the AGM held on
June 24, 2024, the Company adopted the TML SLTI Scheme
2024. The primary objectives of the TML 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 TML
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 Ordinary/Equity Shares of
the Company of face value of ^2/- each, fully paid-up.

During FY25, there has been no change in the TML SLTI
Scheme 2024. In FY25, the Company has granted 3,59,899
PSUs (including superlative PSUs). No PSUs were vested under
the TML SLTI Scheme 2024 and no shares were exercised by
the employees during the year. Further, 8,953 PSUs had been
treated as lapsed and forfeited.

The statutory disclosures as mandated under the Securities
and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 ('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://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.

A 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 Shareholders, 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 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://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
on a standalone basis.

SAFETY & HEALTH - PERFORMANCE &
INITIATIVES

SAFETY

Safety is not merely a compliance protocol, but a core
organizational value and an unwavering commitment
that underpins the Company's operations. Guided by ISO
45001:2018-aligned Integrated Safety Management System,
the Company cultivated a robust Zero Harm Culture that
protects lives, promotes well-being and prepares for 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.
This seamless strategic-to-operational integration ensures
effective safety management.

In FY25, the Company's safety agenda was anchored through
four strategic focus areas:

• Leadership Behavior & Governance for a Zero Harm
Culture: the Company reinforced its Safety Culture

Model through sustained leadership engagement
and extensive communication across all levels of the
organization. Eight key leadership behaviors were
embedded through multiple forums, complemented by
simplified and revised Safety Standards developed with
DSS inputs, including standards for Electric Vehicles,
Hydrogen, LNG, and Renewable Energy systems.

• Business Partner Safety Management: the Company's
Business Partner Safety Program, built on six key levers
and risk-based categorization, has been deployed across
all vendor categories. the Company completed Star
Rating assessments for 370 partners and instituted 169
Self-Managed Teams (SMTs) across plants, with a clear
roadmap for capability progression. Additionally, the
Company has established specially curated programs on
driver dignity and conservancy staff amenities as part of
the Company's dignity and inclusion efforts.

• Digital & AI for Safety: Five themes guide the Company's
digital safety transformation - Connected Workforce,
Video Analytics, Connected Assets, Safety Management
Systems, and Experiential Learning. The Company has
developed 23 AI models to drive predictive safety, while
deploying 1,137 controls across all plants.

• Reward & Recognition Culture: A structured recognition
framework celebrates safety champions across the
Company and Business Partners through Spot Awards,
Best SMT recognitions, Safety Point Leaders and Safety
Stewards. Plant-level Safety Competitions and quarterly
Business Partner Reward Programs further incentivize
proactive safety practices.

These concerted efforts have delivered tangible results.
In FY25, the Company achieved a 25.7% reduction in Total
Recordable Case Frequency Rate (TRCFR) (from 0.74 to 0.55)
and a 37.5% improvement in Lost Time Injury Frequency Rate
(LTIFR) (from 0.24 to 0.15). Total Recordable Cases (TRC) cases
dropped by 29% compared to the previous year.

However, despite our vigilant approach, the Company deeply
regret one fatal incident during the year. A comprehensive
investigation was carried out followed by systemic
corrective actions, which are now institutionalized across
the organization.

Looking ahead, the Company remains steadfast in the
commitment to embedding safety into every process and
decision-leveraging digital intelligence, fostering inclusive
partnerships with the business partners and building a
resilient, Zero Harm workplace driven through the Company's
Safety culture model and eight leadership behaviors.

HEALTH

Under Health & Wellness, various prevention strategies
like primordial prevention (digital wellness, cardiac Q risk

assessment, introduction of wellness coaches, Canteen
menu transformation etc), secondary prevention (ensuring
disease control status, stress testing), and primary prevention
(tobacco cessation program, weight management program &
pre-diabetes detection/ awareness) resulted in improvement
in overall health & well-being of the employees.

The Company continues to provide "Employees Assistance
Program"- a confidential, third party, free of cost counselling
service for employees and dependents since April 2020. During
FY25, 1,037 employees and dependents availed counselling
service through helpline & offline counselling offered.

As a result of effective wellness strategies and focused
implementation across employee groups, The Company
received "Corporate Wellbeing Excellence Award" by jury
members of Global Mental Health & Wellbeing Summit in
March 2025.

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 FY25, ENCON efforts contributed to energy savings of
44.1 lakh kWh of electricity and 12908 GJ of fuel, resulting
in the avoidance of 3978 tonnes of CO₂ emissions. During
FY25, the Company generated or sourced 148 million kWh
of renewable electricity for its manufacturing operations,
representing 45% of the total power consumption for
its Commercial Vehicle operations and thereby avoiding
1.07 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
at the end of FY25, the Company's in-house installed Solar
PV capacity are Pimpri (Pune): 18.5 MWp, Chinchwad (Pune):
2.4 MWp, Jamshedpur: 11.5 MWp, Pantnagar: 16 MWp,
Lucknow: 6.1 MWp and Dharwad: 1 MWp.

In FY25, the Company also reduced fresh water withdrawal
by a total of 2.4 lakh m³ of water through effluent recycling
and rainwater harvesting, accounting for 8% of its total fresh

water withdrawal. The plants at Lucknow, Pantnagar and
Dharwad have achieved Water Positive certification as per
CII-GBC standards. The remaining plants are working towards
achieving similar certifications.

Furthermore, in FY25, 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. The plants at Lucknow,
Pantnagar and Dharwad have achieved Zero Waste to Landfill
certification as per CII-GBC standards. The Company will
continue this initiative with the ultimate goal of achieving '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://static-assets.
tatamotors.com/Production/www-tatamotors-com-NEW/
wp-content/uploads/2024/04/csr-policy.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 FY25 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, Mr Bharat Puri (DIN: 02173566), was
appointed as an Additional and Non-Executive Independent
Director on the Board of the Company w.e.f. May 15, 2024.
At the 79^th AGM held on June 24, 2024, the Members
approved his appointment as an Independent Director of the
Company for a period of 5 years, i.e., from May 15, 2024 to
May 14, 2029 (both days inclusive).

The Board on the recommendation of NRC and in accordance
with provisions of the Act and SEBI Listing Regulations, has
re-appointed Mr Kosaraju Veerayya Chowdary
(DIN: 08485334) as a Non-Executive Independent Director
for the second consecutive term for the period from
October 27, 2025 to October 10, 2029 (both days inclusive)
when he attains the retirement age of 75 years, as per the
terms of the Governance Guidelines on Board Effectiveness
for Tata Companies, subject to approval of the Shareholders
of the Company by way of a Special Resolution 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 Guenter Karl Butschek (DIN: 07427375) as
an Additional and Non-Executive Independent Director
on the Board for a tenure of 5 years from May 1, 2025 to
April 30, 2030 (both days inclusive), subject to approval of
Members at this AGM. He shall hold office as an 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 Natarajan 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 on General
Meeting ('SS-2') 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 Om Prakash Bhatt, Ms Hanne Sorensen,
Ms Vedika Bhandarkar, Mr Kosaraju Veerayya Chowdary,
Mr Al-Noor Ramji, Mrs Usha Sangwan, Mr Bharat Puri and
Mr Guenter Karl Butschek are the Independent Directors of
the Company as on the 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 SEBI
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 read alongwith 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 FY25 are:

• Mr Girish Wagh, Executive Director

• Mr P B Balaji, Group Chief Financial Officer

• Mr Maloy Kumar Gupta, Company Secretary and
Compliance Officer

During the year under review, there were no change in the
KMPs of the Company.

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 6 (six) meetings during FY25.

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 FY25 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 of Directors,
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:

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

AUDIT

Statutory 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 amended Regulation

24A of the SEBI Listing Regulations, the Board has based
on the recommendation of Audit Committee approved
appointment of M/s. Parikh & Associates, (Firm Registration
No. - P1988MH009800), a peer reviewed firm of Company
Secretaries in Practice as Secretarial Auditors of the
Company for a period of five years, i.e., from April 1, 2025 to
March 31, 2030, subject to approval of the Shareholders
of the Company at the ensuing AGM. The Report of
the Secretarial Auditor for FY25 is annexed herewith as
Annexure - 4A. The said Secretarial Audit Report does not
contain any qualification, reservations, adverse remarks
or disclaimer.

Secretarial Audit Report of Material Unlisted
Subsidiary

As per regulation 24(A) of SEBI Listing Regulations, a listed
company is required to annex the secretarial audit report
of its material unlisted subsidiary in India to its Annual
Report. TMPVL has been identified as Material Unlisted
Subsidiary of the Company in India for FY25 and accordingly
the Company is annexing the Secretarial Audit Report of
TMPVL as Annexure 4B.

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 Directors 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 audits for relevant products
prescribed under the Companies (Cost Records and Audit)
Rules, 2014 for FY26. 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 DISCLOSURES

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the
Company during the FY25 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.

As per the SEBI Listing Regulations, if any Related Party
Transactions ('RPT') 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 during the year in terms of Section 134 read
with Section 188 of the Companies Act, 2013. 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 FY25 and, hence, the same is not required
to be provided.

The details of RPTs during FY25, 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 FY25, 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://www.
tatamotors.com/wp-content/uploads/2023/11/rpt-policy.
pdf

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

As per Section 186 of the Act, the details of Loans, Guarantees
or Investments made during FY25 are given below:

* “0" refers to amount less than f0.50 crore

During FY25, 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 FY25.

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 laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively; and

e) they have prepared the annual accounts on a going
concern basis;

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

Refer Corporate Governance Report para on 'Transfer
of unclaimed / unpaid amounts / shares to the Investor
Education and Protection Fund (IEPF)' for details on transfer of
unclaimed/unpaid amount/shares to Investor Education and
Protection Fund (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.

• 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.

On behalf of the Board of Directors

N Chandrasekaran

Chairman
(DIN: 00121863)

Mumbai, May 13, 2025