Tata Motors : 79th Integrated Annual Report 2023-24

GROWING RESPONSIBLY

79TH INTEGRATED ANNUAL REPORT 2023-24

Growing responsibly

At Tata Motors Limited (TML), we are spearheading the transition to sustainable, connected and safer mobility. Combining our core strength in engineering with innovative technologies and a human-centric design philosophy, we are shaping the future of passenger and cargo mobility. By making responsible choices, we are creating a positive legacy while connecting the aspirations of our diverse stakeholders.

Our new-age vehicles offer a choice of powertrains with low to zero emissions. Our ambition to achieve net zero GHG emissions for our Passenger Vehicle (PV) and Commercial Vehicle (CV) businesses by 2040 and 2045 respectively will contribute to fulfilling India's stated aspiration of achieving net zero GHG emissions by 2070. Jaguar Land Rover (JLR) is transforming its business with the aim to become carbon net zero across its supply chain, products and operations by 2039.

Sustainability is deeply ingrained in everything we do. Our emphasis is on increasing the use of renewable energy, ensuring water neutrality, adhering to circular economy principles and preserving our natural environment. While delivering competitive, consistent and cash-accretive growth, we are educating and empowering individuals and working for the betterment and development of our workforce and communities.

We continue to delight customers, engage our people, attract promising talent and build meaningful partnerships to grow our business. By consciously and energetically driving meaningful change, we are bringing the promise of a better tomorrow closer.

With our new-age vehicles, services and solutions, we are responsibly driving into a future where smarter, safer and greener mobility is accessible to all.

FY24 highlights (Consolidated)

Sales	7.4%		Group revenue	26.6%	Market	138%
Wholesale (excl. CJLR)				(I crore)		capitalisation
(units)										($ billion) (as on March 31, 2024)
13,80,315 units				4,37,928					43.57
FY24	13,80,315		FY24	4,37,928	FY24	43.57
FY23	FY23	FY23
12,84,953		3,45,967	18.29
FY22	FY22	FY22
10,33,904		2,78,454	20.38
Profit after Tax	R&D spends	Patents registered
29,117		45.1%	132%
(I crore)				(I crore)		(TML*+JLR)
31,807							29,398						670
	FY24		31,807		FY24	29,398	FY24	670
	FY23			FY23	FY23
	2,690		20,265	289
	FY22		FY22	FY22
	(11,309)		15,339	511
	y-o-y increase										* Includes data for TML, TMPVL and TPEML

Sustainability highlights

Planet

Page 82

Governance

Page 15

40%	3		75%
	Independent Directors
Renewable electricity in	Plants certified as 'Water
Tata Motors India operations	Neutral or Positive' by CII-GBC	38%
Carbon net zero across Tata Group by 2045		Board gender diversity
People and culture Page 96	Community	Page 112	ESG ratings
				B
7.1%	10.03 lakh		Climate change
	64/100
Total employee	Lives impacted through
voluntary turnover rate	CSR interventions		S&P Global ESG score

About the report

Tata Motors Limited's 79th Integrated Annual Report for FY24 covers our financial and non-financial performance, and provides an insight into our business model, strategy, risks, opportunities, performance, and achievements in the period under review.

Reporting cycle

01 31

APRILMARCH

20232024

Frameworks, guidelines and standards used

International Framework (the ' Framework')

Companies Act, 2013

Indian Accounting Standards

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Business Responsibility and Sustainability Reporting ("BRSR") by the Securities and Exchange Board of India ("SEBI")

Secretarial Standards issued by the Institute of Company Secretaries of India

GRI Standards 2021 (with reference)

United Nations Sustainable Development Goals (UN SDGs)

Reporting scope and boundary

Unless otherwise specified, the Report covers financial information on a consolidated basis across segments for Tata Motors Group. The operating segment comprises the automotive segment and others, with details presented for entities based on four reportable sub-segments: Tata Commercial Vehicles (Tata CV), Tata Passenger Vehicles (Tata PV), Jaguar Land Rover, and Vehicle Financing.

The reporting boundary for non-financial data in the 'sustainability review' section, covers indicators as per GRI Standards 2021 for Tata Motors Limited (CV Business), Tata Motors Passenger Vehicles Limited (TMPVL), Tata Passenger Electric Mobility Limited (TPEML) and a select set

of indicators for JLR. The BRSR covers data for Tata Motors Limited

on standalone basis.

Responsibility statement

Our Board ensures the integrity, completeness, and adherence to the IFRS' Framework in the preparation and presentation of this Report.

Materiality	Page 70

Tata Motors' top management actively reviews material topics, applying the principle of materiality to determine their inclusion in our Integrated Report. This process focuses on matters critical to stakeholders and value creation.

Assurance

Page 206

| Financial statements: Audited by independent auditors BSR & Co. LLP

| For non-financial data (India operations):

1. The BRSR covers data for
   Tata Motors Limited on a standalone basis; a reasonable assurance on BRSR core indicators is provided by KPMG Assurance and Consulting Services LLP.
2. Indicators covered as part of GRI Standards 2021 include data for TML, TMPVL and TPEML; and a limited assurance on these indicators is provided by KPMG Assurance and Consulting Services LLP.

Find the assurance statement on our website https://www.tatamotors.com/annual-reports/

Cautionary statements

Statements in the Integrated Report describing our objective, projections, estimates and expectations may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to our operations include, among others, economic conditions affecting demand/ supply and price conditions in the domestic and overseas markets, in which we operate, in addition to changes in government regulations, tax laws and other statutes and incidental factors.

Other details (performance measures)

EBITDA is defined to include the product development expenses charged to P&L and realised FX and commodity hedges but excludes the gain/ loss on realised derivatives entered into for the purpose of hedging debt, revaluation of foreign currency debt, revaluation of foreign currency other assets and liabilities, MTM on FX and commodity hedges, other income (except government grant) as well as exceptional items.

EBIT is defined as reported EBITDA plus profit from equity accounted investee less depreciation and amortisation.

Auto free cash flow is defined as net cash generated from operating activities less net cash used in automotive investing activities, excluding investments in consolidated entities, M&A-linked asset purchases and movements in financial investments, and after net finance expenses and fees paid, less free cash flow of the TMF Group, i.e.,

the financing business.

79th Integrated Annual Report

2023-24

2

Contents

Integrated report

About Tata Motors

4

All the three businesses have delivered remarkable improvement in performance across metrics."

Chairman's	Page 6
message

Our value creation approach	10
Board of Directors	14

Visit our revamped websitewww.tatamotors.com to learn more about our sustainability and business achievements.

Visit

Growing	Page 16	Sustainability review
responsibly	Sustainability strategy	78
		Growing	Page 80
		responsibly

			Building
			planet resilience
Shaping			TML
sustainable mobility		Planet		82
Operating context		18	Growing	Page 94
Key performance highlights	20	responsibly
Business segments			A workplace culture that
		promotes growth with
Commercial Vehicles		22	empathy
Passenger Vehicles		34	People and culture		96
Electric Vehicles		42
	Community		112
Jaguar Land Rover		48
Tata Motors Finance		58	JLR
Tata Technologies		60	Planet regenerate		116
Bharat Mobility Global Expo	62
Engage for good		120
Growing			Responsible business		122
responsibly	Page 64
Governance		124
			Awards and accolades		130
			Statutory reports
			Board's Report		132
			Business Responsibility and
Making the safest			�ustainability �eport		165
		Management Discussion
vehicles for Indian roads
and Analysis		210
Value creation			Report on Corporate
		Governance		232
R&D and innovation		66	Consolidated financials	262
Stakeholder engagement		68	Standalone financials	383
Materiality assessment		70	Notice		478
Risk management		72	Corporate information		526

3	INTEGRATED	4	STATUTORY	132	CONSOLIDATED	262	STANDALONE	383
	REPORT		REPORTS		FINANCIALS		FINANCIALS

About Tata Motors

Tata Motors Limited (TML), a $44 billion* organisation, is a leading global automobile manufacturer, offering a diverse portfolio of smarter, integrated and safer mobility solutions. We are recognised for our world-class quality, originality, engineering and design excellence. We are pioneering India's EV transition, shaping the future of mobility in India.

Our businesses and subsidiaries

TML Group automotive business

Tata Commercial Vehicles

Page 22

(Tata CV)

India's largest CV manufacturer offering the widest range of products and service portfolio catering across cargo and public mobility segments.

#1

CV player in India

Tata Passenger Vehicles

Page 34

(Tata PV + Tata EV)

Legacy of superior design, advanced features, premium interiors and a robust powertrain while leading the way in electrification.

#3	#1
PV player in India	EV player in India
Jaguar Land Rover (JLR)	Page 48

Our vision is to become proud creators of the world's most desirable modern luxury brands for the most discerning of clients. JLR is a house of four distinct and emotionally engaging brands that enable our clients to live the exceptional: Range Rover, Defender, Discovery, and Jaguar.

Vehicle Financing

Page 58

Operates as Non-Banking Financial Companies (NBFCs) providing vehicle and related financing solutions.

CV PV EV JLR F

Includes TML and subsidiaries:

| Tata Motors Body Solutions Limited (TMBSL)

• TML CV Mobility Solutions Limited (TML CVMSL)
• TML Smart City Mobility Solutions Limited (TML SCMSL)
• TML Smart City Mobility Solutions J&K Private Limited (TML SCMS J&K)
• Tata Daewoo Commercial Vehicle Company Limited (TDCV)
• Tata Daewoo Commercial Vehicle Sales and Distribution Company Limited (TDSC)
• PT Tata Motors Indonesia (PTTMIL)
• Joint Operation Tata Cummins Private Limited (TCPL)

Includes:

• Tata Motors Passenger Vehicles Limited (TMPVL)
• Tata Passenger Electric Mobility Limited (TPEML)
• Tata Motors European Technical Centre Plc (TMETC),
• Trilix S.R.L
• Joint Operation Fiat India Automobiles Private Limited (FIAPL)

Includes:

| Jaguar Land Rover Group

• Jaguar Land Rover Technology and Business Services Private Limited (JLRTBSI)

Includes:

| Tata Motors Finance Limited (TMFL)

* This represents market capitalisation as on March 31, 2024

79th Integrated Annual Report	4
2023-24

2	5	4

3 1

Across

~125

Countries

25

Manufacturing facilities (consolidated)

9

R&D sites

>9,400

Touchpoints (consolidated)

>91,000

Collective workforce strength

	Note: Map not to scale
Our key presence
India	1
9,51,098	K1,27,755 crore
Vehicles sold	Revenue
15	3
Manufacturing sites	R&D sites
North America	2
1,05,623	K67,496 crore
Vehicles sold	Revenue
	1
	R&D site
China	3
52,553	K57,184 crore
Vehicles sold (excl. CJLR)	Revenue
1
Joint manufacturing site
Europe	4
80,837	K55,528 crore
Vehicles sold	Revenue
2	1
Manufacturing sites	R&D site
UK	5
82,375	K55,009 crore
Vehicles sold	Revenue
5	3
Manufacturing sites	R&D sites

5	INTEGRATED	4	STATUTORY	132	CONSOLIDATED	262	STANDALONE	383
	REPORT		REPORTS		FINANCIALS		FINANCIALS

Chairman's message

N Chandrasekaran

Chairman and Non-Executive Director

In the first phase of this multi-year journey, I am pleased to report that your Company has delivered an excellent performance in FY24 with all automotive verticals delivering on their strategies leading to multiple achievements."

Dear Shareholders,

It is my privilege to present to you the Integrated Annual Report of Tata Motors Limited for FY24.

The global geo-political scenario continues to be tense with continuing military conflicts. These have created immense hardships for the affected people and also resulted in supply chain disruptions. As the year draws to a close, the economic scenario is stabilising with global growth estimated to be around 3% during

the next couple of years. The coordinated actions by the central banks have also helped bring down inflation.

The structural shifts that we called out last year are continuing to evolve. These are

1. Energy transition-irreversible move to green mobility, ii) Rebalancing of supply chains to achieve resiliency and iii) Digital acceleration with Artificial Intelligence and Machine Learning becoming mainstream.

79th Integrated Annual Report	6
2023-24

All-time high	26.6%
revenue

I4,37,928 crore

With the turnaround at Tata Motors, the Company is embracing these shifts from a position of strength and confidence.

In the first phase of this multi-year journey, I am pleased to report that your Company has delivered an excellent performance in FY24 with all automotive verticals delivering on their strategies leading to multiple achievements. The Company has successfully navigated through many challenges this year including a successful migration to the

BS VI Phase II emission norms in India, geo-political turbulence leading to supply chain disruptions and global slowdown in auto sales. All the three businesses - Commercial Vehicles (CV), Passenger Vehicles (PV) and JLR, delivered remarkable improvement in performance across metrices - brand health, customer experience, financials, product innovation, and employee engagement.

On a consolidated basis, the business delivered several highs - Net revenue of I 4,37,928 crore, EBITDA of I 62,798 crore, PBT [before exceptional items (bei)] of I 28,932 crore and auto free cash flow (after investment and interest) of I 26,925 crore. Our India automotive business is now debt-free, and the Company is on track to make JLR debt-free in FY25.

Due to this strong performance, the Board has recommended a final dividend of I 3 per share to ordinary shareholders and I 3.1 per share to DVR holders and a special dividend of I 3 per share to ordinary shareholders and I 3.1 per share to DVR holders, both subject to your approval.

Now, I would like to take you through the opportunities ahead and imperatives for each of our businesses.

Commercial Vehicles

In Commercial Vehicles, the focus on profitable growth resulted in the business recording an annual revenue of I 78,791 crore in FY24 growing by 11.3% vs FY23 and PBT (bei) of I 6,102 crore growing by around 90% over last year. Apart from Heavy Trucks, Intermediate Trucks, Small Commercial Vehicles, Buses and International Business, the Company is focused on growing its Non-Vehicular business (spares, service etc.), incubating Smart Mobility (EV mobility solutions for cities) and Digital business (digital solutions for the truck and trip ecosystem).

The growth in this industry is linked to the GDP growth of the country and as such there is a multi-decade growth opportunity. Tata Motors' right to win is significant as it has a strong market presence built over many decades, a redoubtable brand, a robust technological backbone, and a comprehensive portfolio. The business model is sound with healthy margins and good operating leverage.

Over the next phase, the business will focus on driving the following - Revenue growth, improving EBITDA, strong free cash flows, strong Return on Capital Employed, technology and brand leadership. Apart from vehicular sales, the business will also focus on vehicle parc linked businesses like spares, digital and smart mobility solutions which will help reduce the volatility of the vehicle sales business. This should help drive consistent value accretive growth in the coming years.

Passenger and Electric Vehicles (India)

A record performance for the third successive year had the business register annual sales of 5,73,541 units (up 6% vs FY23) and retail sales (up 8.4% vs FY23, Vahan-based). Sharp focus on emission-friendly technologies improved the penetration of CNG and electric vehicles to 29% in the overall portfolio. In EVs, the business continued to lead the way with 70%+ market share. Surpassing the cumulative EV production of 150,000 vehicles, a milestone achieved by few car manufacturers globally, 73,844 EVs were sold during the year to register a growth of 47.5% vs FY23. The top two SUVs sold during the year In India - Nexon & Punch, proudly sported the TATA logo. The business recorded its highest-ever turnover with an annual revenue of

I 52,353 crore, growing by 9.4% over FY23. It also became more profitable with a healthy improvement in EBIT margins by 100 bps and the PV business continued to be free cash flow positive.

India is well on track to exceed the

5m vehicle sales mark in passenger vehicles over the next few years from the 4.1m volumes clocked last year. Despite being the second largest market in the world, India is well behind China which is 6x our market size. India's vehicle penetration,

at about 30 vehicles per 1,000 population, is well below global norms and is expected to continue to increase. Tata Motors is well placed to further strengthen its market position and tap into this growth opportunity.

7	INTEGRATED	4	STATUTORY	132	CONSOLIDATED	262	STANDALONE	383
	REPORT		REPORTS		FINANCIALS		FINANCIALS

Chairman's message

Over the next phase, the PV business will focus on the following - Market beating growth, improving EBITDA, positive free cash flows, enhanced customer experience, technology, and brand leadership. The competitive intensity in this portfolio will remain high and the business will continue to invest in products, platforms, electrical & electronic architectures, and vehicle software to remain competitive. The business will also focus on significantly improving customer experience and enhancing product quality. The EV business

will focus on driving up penetration through multiple product launches, focus on market development, charging network enhancements and continuing to introduce aspirational product features.

JLR

Following three years of supply constraints due to semiconductor shortages, inflation, energy crisis and geopolitical instability, JLR has firmly re-established its financial stability in FY24 and is successfully laying the foundations for the next chapter of its Reimagine strategy. It unveiled a new 'House of Brands' approach and the new look of the JLR corporate identity to accelerate the delivery of its vision of being the proud creators of modern luxury. The business recorded

its highest-ever annual revenue of £29 billion (+27%), PBT (bei) of

£2.2 billion and a record free cashflow of £2.3 billion in FY24.

The premium luxury market is a strong, resilient, and aspirational market position that requires a strong brand heritage, stunning products, cutting edge technology and an intuitive, personalised customer experience. JLR is well on its way to further strengthen its credentials through its cult British brands of Range Rover, Defender, Discovery and Jaguar.

Over the next phase, JLR will continue to double down on its journey to become a premium luxury OEM, deliver strong revenue growth, improve profitability further, drive positive free cash flows, focus on enhanced customer love and continue to invest in products and technologies. There is an exciting range of products lined up to be launched over the next 3 years that needs to be delivered successfully. The first electric Range Rover launches later this year, and there are further EVs lined up in the coming years including the all-electric Jaguar. JLR shall continue to invest

in products, platforms, electrical & electronic architectures and vehicle software to provide a world class in-cabin and all-round customer experience to our discerning clientele.

PBT (bei)

I28,932 crore

Free cash flow

I26,925 crore

79th Integrated Annual Report

2023-24

Demerger

To enable execution of these well differentiated strategies and to further empower each business to pursue it purposefully with greater agility and accountability, the Board has proposed the demerger of the Company into two separate listed companies housing

1. the Commercial Vehicles business and its related investments in one entity and B) the Passenger Vehicles businesses including PV, EV, JLR and its related investments in another entity. This will also help secure the considerable synergies across PV, EV and JLR particularly in the areas of EVs, autonomous vehicles, and vehicle software. This will lead each Company

8