Tata Motors : Jaguar Land Rover Holdings Limited

Jaguar Land Rover Holdings

Limited

ANNUAL REPORT AND FINANCIAL STATEMENTS

(Company registered number: 04019301)

for the year ended 31 March 2024

Jaguar Land Rover Holdings Limited annual report and financial statements for year ended 31 March 2024

Company information

Directors

B. R. Bergmeier

1. Blenkinsop F. A. Dossa L. P. J. Hoornik A. J. Mardell G. G. McGovern R. J. Molyneux T. Müller
   Q. Pan
   H. B. B. Sorensen D. M. Williams

Company secretaries

A. J. Beaton

1. L. Rees-Browne D. A. R. Berry

Registered office

Abbey Road

Whitley

Coventry

CV3 4LF

Independent auditor

KPMG LLP

One Snowhill

Snow Hill Queensway

Birmingham

B4 6GH

United Kingdom

Jaguar Land Rover Holdings Limited annual report and financial statements for year ended 31 March 2024

Contents

Strategic report	1
Directors' report	3
Statement of directors' responsibilities in respect of the annual report and the financial statements	5
Independent auditor's report to the members of Jaguar Land Rover Holdings Limited	6
Income statement	9
Balance sheet	10
Statement of changes in equity	11
Notes to the financial statements	12

Jaguar Land Rover Holdings Limited annual report and financial statements for year ended 31 March 2024

Strategic Report

The directors present their Strategic Report for Jaguar Land Rover Holdings Limited ('the Company') for the year ended 31 March 2024.

Principal activity

The Company's principal activity is to act as a holding company for investments in group companies.

Review of business and future developments

The Company does not trade and therefore has no revenue.

During the year ended 31 March 2024 finance costs of £5,317,000 (2023: £2,156,000) were incurred and dividends

of £1,213,920,000 (2023: £239,700,000) were received from the Company's subsidiary undertakings. Expenses,

including employee costs, of £18,708,000 (2023: £15,907,000) were paid in the year for director services, strategic services and corporate administration services.

There are no plans for any future developments in the Company.

Key performance indicators

Given the principal activity of the Company, the directors do not consider any key performance indicators to be relevant to the understanding of the financial performance or financial position of the Company for both the current and prior financial year.

Principal risks and uncertainties

The Company is a subsidiary of Jaguar Land Rover Automotive plc ('JLRA plc') and is a holding company for subsidiaries of JLRA plc. JLRA plc and its subsidiaries comprise 'the Group' and therefore the principal risks and uncertainties of the Group are relevant to the Company in the context of its place in the wider Group. These are set out on pages 52 to 54 of the JLRA plc Annual Report for the year ended 31 March 2024.

Given the nature of the Company, the directors do not consider that the Company has any other principal risks or uncertainties.

Financial instruments and finance risk management

The directors of the Company adhere to the Group treasury policy in its use and holding of financial instruments, and the Group's capital management policy in respect of the issuance and terms of loans between companies of the Group. The objective of these policies is to maintain sufficient liquidity in all companies of the Group, and to mitigate significant financial risks to the extent that they arise, including interest rate risk, in order to support the ongoing and future operations of the Company and to meet shareholder expectations.

Section 172 Companies Act 2006 statement

The directors of the Company are aware of their responsibility to appropriately discharge their duties under the Companies Act 2006, including their duty to act in a way that they consider, in good faith, will be most likely to promote the success of the Company for the benefit of its members as a whole, having due regard for:

• The likely consequences of any decision in the long term;
• The interests of the Company's employees;
• The need to foster the Company's business relationships with suppliers, customers and others;
• The impact of the Company's operations on the community and environment;
• The desirability of the Company maintaining a reputation for high standards of business conduct; and
• The need to act fairly as between members of the Company.

The Company has no direct suppliers or customers; however as a subsidiary holding company of the Group, the directors consider the impact of the Company's activities on the Group's shareholder, other subsidiaries of the Group and any impact on the other stakeholders of the Group as a whole.

The directors also fulfil their responsibilities through application of the Group's policies and procedures, including those relating to engagement with employees, the environment and the communities in which the Group operates. An explanation of how the JLRA plc board of directors have considered the matters above is set out on pages 55 and 56 of the JLRA plc Annual Report for the year ending 31 March 2024, which does not form part of this report.

The directors consider relevant matters in making decisions, including those relating to capital distributions to its shareholder and from its subsidiaries, to promote the long-term success of the Company.

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Jaguar Land Rover Holdings Limited annual report and financial statements for year ended 31 March 2024

Strategic Report (continued)

The Strategic Report was approved by the Board of Directors and signed on its behalf by:

D. A. R. Berry

Company Secretary

4 June 2024

Abbey Road

Whitley

Coventry

CV3 4LF

United Kingdom

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Jaguar Land Rover Holdings Limited annual report and financial statements for year ended 31 March 2024

Directors' Report

The directors present their report and the audited financial statements for the Company for the year ended 31 March 2024. The Company is a private company limited by shares.

Results and dividends

The income statement shows a profit before tax for the financial year of £1,225,449,000 (2023: £222,799,000). No dividend was paid during the years ended 31 March 2024 and 31 March 2023. The directors recommend that no further dividend should be proposed in respect of the financial results for the year ended 31 March 2024.

Going concern

The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the reasons set out below.

The directors have performed a going concern assessment for the Company for a period of 12 months from the date of approval of these financial statements which indicate that, taking account of reasonably possible downsides, the Company will have sufficient funds through funding from its parent company, JLRA plc, to meet its liabilities as they fall due for that period.

The going concern assessment for the Company is dependent on JLRA plc not seeking repayment of the amounts currently due directly or indirectly to the Group, except in instances where the Company has sufficient liquidity to make such payments and providing additional financial support during that period.

JLRA plc has indicated its intention to continue to make available such funds as are needed by the Company, and that it does not intend to seek repayment of the amounts due at the balance sheet date during the going concern assessment period, except in instances where the Company has sufficient liquidity to make such payments. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

In recent years, JLRA plc has demonstrated its operational and financial resilience and ability to manage business risks successfully, responding to challenges arising including the global shortage of semiconductors and prevailing financial conditions including inflationary pressures on material and other costs. The Company's directors have challenged the Company's forecasts and also concluded that JLRA plc has both the ability and intent to provide financial support to the Company, even in a severe but plausible downside scenario. Details pertaining to the most recent going concern assessment performed for JLRA plc are disclosed in its annual report for the year ended 31 March 2024, which is available from its registered office.

Consequently, the directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

Directors

The directors who held office during the year and subsequently to the date of this report unless otherwise stated are as follows:

B. R. Bergmeier
N. Blenkinsop
N. P. Collins	(resigned 8 December 2023)
F. A. Dossa
L. P. J. Hoornik
H. Kirner	(resigned 31 December 2023)
A. J. Mardell
G. G. McGovern
R. J. Molyneux
T. Müller
Q. Pan
H. B. B. Sorensen	(appointed 29 December 2023)
D. M. Williams

Directors' indemnities

The Company's parent, JLRA plc, maintained directors' liability insurance for all directors during the financial year.

Matters included in Strategic Report

In accordance with s414C (11) of the Companies Act 2006, included within the Strategic report is information relating to the principal activities and future developments which would otherwise be required to be presented in the Directors' report.

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Jaguar Land Rover Holdings Limited annual report and financial statements for year ended 31 March 2024

Directors' Report (continued)

Engagement with customers, suppliers and others

Engagement with customers, suppliers and others is set out in the Strategic Report and is incorporated by reference to this report.

Independent auditor

During the year ended 31 March 2024 KPMG LLP were re-appointed as the Company's auditor.

In accordance with Section 487 of the Companies Act 2006, the Company has elected to dispense with laying financial statements before the general meeting, holding annual general meetings and the annual appointment of the auditor. With such an election in force the Company's auditor shall be deemed to be re-appointed for each succeeding financial year in accordance with Section 487 of the Companies Act 2006.

Statement of disclosure of information to auditor

In the case of the persons who were directors at the time when the report is approved, under Section 418 of the Companies Act 2006, the following applies:

• so far as the directors are aware, there is no relevant audit information of which the Company's auditor is unaware; and
• the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

The Directors' Report was approved by the Board of Directors and signed on its behalf by:

D. A. R. Berry

Company Secretary

4 June 2024

Abbey Road

Whitley

Coventry

CV3 4LF

United Kingdom

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Jaguar Land Rover Holdings Limited annual report and financial statements for year ended 31 March 2024

Statement of Directors' Responsibilities in respect of the Annual Report and the Financial Statements

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable, relevant and reliable;
• state whether they have been prepared in accordance with UK-adopted international accounting standards;
• assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
• use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the directors are also responsible for preparing a Strategic report and a Directors' report that complies with that law and those regulations.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

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Independent auditor's report to the members of Jaguar Land Rover Holdings Limited

Opinion

We have audited the financial statements of Jaguar Land Rover Holdings Limited ("the Company") for the year ended 31 March 2024 which comprise the Income Statement, the Balance Sheet, the Statement of Changes in Equity and related notes, including the accounting policies in note 2.

In our opinion the financial statements:

• give a true and fair view of the state of the Company's affairs as at 31 March 2024 and of its profit for the year then ended;
• have been properly prepared in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework and
• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.

Going concern

The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company's financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements ("the going concern period").

In our evaluation of the directors' conclusions, we considered the inherent risks to the Company's business model and analysed how those risks might affect the Company's financial resources or ability to continue operations over the going concern period.

Our conclusions based on this work:

• we consider that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate;
• we have not identified and concur with the directors' assessment that there is not a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for the going concern period.

However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will continue in operation.

Fraud and breaches of laws and regulations - ability to detect

Identifying and responding to risks of material misstatement due to fraud

To identify risks of material misstatement due to fraud ("fraud risks") we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:

• Enquiring of directors, internal audit and certain senior managers as to the Company's high-level policies and procedures to prevent and detect fraud, including the internal audit function, and the Company's channel for "whistleblowing", as well as whether they have knowledge of any actual, suspected or alleged fraud.
• Reading Board committee minutes.
• Considering remuneration incentive schemes and performance targets for management and directors.
• Using analytical procedures to identify any unusual or unexpected relationships.

We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.

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Independent auditor's report to the members of Jaguar Land Rover Holdings Limited (continued)

Fraud and breaches of laws and regulations - ability to detect (continued)

As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition because there are no revenue transactions. We did not identify any additional fraud risks.

In determining the audit procedures, we took into account the results of our evaluation and testing of the operating effectiveness of the fraud risk management controls.

We also performed procedures including:

• Identifying journal entries to test based on risk criteria and comparing the identified entries to supporting documentation. Examples of the criteria applied include those posted by senior finance management, those posted and approved by the same user, and those posted to unusual accounts.
• Agreeing material accounting entries in the period to supporting documentation.

Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and from inspection of the Company's regulatory and legal correspondence and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations.

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

The potential effect of these laws and regulations on the financial statements varies considerably.

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies' legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

This Company, as a holding Company, is not subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements.

Context of the ability of the audit to detect fraud or breaches of law or regulation

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.

In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

Strategic Report and Directors' Report

The directors are responsible for the Strategic Report and the Directors' Report. Our opinion on the financial statements does not cover those reports and we do not express an audit opinion thereon.

Our responsibility is to read the Strategic Report and the Directors' Report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:

• we have not identified material misstatements in the Strategic Report and the Directors' Report;
• in our opinion the information given in those reports for the financial year is consistent with the financial statements; and
• in our opinion those reports have been prepared in accordance with the Companies Act 2006.

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