TTM Tata Motors Ltd

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.

Tata Motors Limited

By: /s/ Maloy Kumar Gupta

Name: Maloy Kumar Gupta

Title: Company Secretary

Dated: January 25, 2023

Tata Motors Group Results Q3 FY23

Consolidated Revenue ₹ 88.5KCr, up 22.5%, EBITDA at 11.1% (+ 90 bps), EBIT at 4.4% ( +270 bps)

JLR Revenue £ 6.0b, up 28%, EBITDA at 11.9% (-10 bps), EBIT at 3.7% (+230 bps)

Tata CV Revenue ₹ 16.9KCr, up 22.5%, EBITDA at 8.4% (+580 bps), EBIT at 5.9% (+650 bps)

Tata PV Revenue ₹ 11.7 KCr, up 37.4%, EBITDA at 6.9% (+370 bps), EBIT at 1.5% (+510 bps)

Tata Motors Group Results Q3 FY23

Revenues in Q3 FY23 of £6.0 billion, up 28% vs. Q3 FY22 and up 15% vs. Q2 FY23

Free cash flow in Q3 FY23 of £490 million with EBIT margin of 3.7% and profit before tax of £265 million, up from a loss before tax of £(9) million in Q3 FY22

Wholesale volumes of 80k, the highest level since Q1 FY22 when the semiconductor shortages began and up 15% vs. Q3 FY22

The production ramp up of New Range Rover and New Range Rover Sport continued with 27k units wholesaled in the quarter, up from 14k in Q2

Liquidity remained strong at the end of the quarter with £3.9 billion of cash

Undrawn £1.5 billion unsecured revolving credit facility extended to April 2026 and extension to £0.6 billion equivalent China bank loan maturing June 2023 signed

Strong demand continues – 85k cars delivered to retail clients in Q3 while taking 95k net new orders with the total number of orders increasing to a new record of 215k units

Three most profitable models, the New Range Rover, New Range Rover Sport and Defender account for over 74% of the order book

Modern luxury Range Rover SV is the fastest ever selling Special Vehicle Operations model, with more than 5,000 orders since launch in October 2021 at average pricing above £180,000

Refocus transformation programme delivered £850 million year to date and on track to deliver £1 billion of savings this financial year

Reimagined pure-electric Jaguar models, launching in 2025, will be built in Solihull alongside BEV Range Rovers, heralding an exciting new era of electric car production in the UK

Tata Motors Group Results Q3 FY23

Q3 revenue at ₹ 16.9KCr, (+22.5%), EBITDA 8.4% (+580 bps), EBIT 5.9% (+650 bps), PBT (bei) ₹ 0.9 K Cr.

Q3 Tata CV global wholesales stood at 97.1K units (-6% yoy), primarily because of weaker international business volumes.

Q3 CV domestic wholesales at 90.8 K units (flat yoy), domestic retails at 97.7K units (+5%).

Domestic CV market share (based on Vahan) at 42.1% in YTD FY23 (-260 bps vs FY22), although improving month on month in Q3.

Commenced deliveries of ACE EV, marking a significant leap forward in offering sustainable mobility solutions.

Smart city mobility business continues to witness strong growth; signed definitive agreement for operating 1,500 buses in Delhi, 921 buses in Bengaluru and 200 buses in Jammu & Kashmir.

Comprehensive range of green and zero emission mobility solutions showcased at Auto Expo.

Tata Motors Group Results Q3 FY23

Q3 revenue at ₹ 11.7KCr, (+37%), EBITDA 6.9% (+370 bps), EBIT 1.5% (+510 bps), PBT (bei) ₹ 0.3 K Cr.

Q3 PV domestic wholesales at 131.3 K units (+33%), domestic retails at 138.9K units (+ 27%), highest quarterly retails

Q3 EV volumes highest at 12.6 K units (+116%). YTD FY23 EV volumes at 32.4K units.

EV penetration at 8%, CNG penetration at 9% in YTD FY23.

Domestic PV market share strengthened further by 200 bps to 14.1% in YTD FY23.

Deliveries of Tiago.ev commenced, strong 20K+ order book.

Signed MOUs / secured orders for 7000 XPRES-T EVs.

Acquisition of Ford India’s Sanand plant complete; would unlock capacity of 300k vehicles p.a., scalable to 420k vehicles p.a.

Drawdown notice for Tranche 2 of ₹ 3,750 Cr from TPG Rise Climate issued and funds expected to be received by end January.

Tata Motors Group Results Q3 FY23

News Release – 3

Identify and assess the risks of material misstatement of the standalone financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the standalone financial results made by the Management and Board of Directors.

Conclude on the appropriateness of the Management and Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial results, including the disclosures, and whether the standalone financial results represent the underlying transactions and events in a manner that achieves fair presentation.

The above results were reviewed and recommended by the Audit Committee on January 24, 2023 and approved by the Board of Directors at its meeting held on January 25, 2023.

The above results include the Company’s proportionate share of income and expenditure in its Joint Operation, namely Tata Cummins Private Limited. A Scheme of Arrangement, between Tata Motors Limited and Tata Motors Passenger Vehicles Limited (formerly known as TML Business Analytics Services Limited) (Transferee Company) for transfer of the PV Undertaking of the Company to the Transferee Company, was effective from January 1, 2022. Post transfer of PV Undertaking, the arrangement with Fiat India Automobiles Private Limited (FIAPL) is considered to be a Joint Venture of the Company.

Additional Information pursuant to requirement of Regulation 52(4) and Regulation 54(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation 2015 as amended and as at nine months ended December 31, 2022:

As at December 31, 2022, 8.80% non-convertible debentures of face value of ₹ 1,000 crores are secured by creating a pari passu charge on certain tangible fixed assets, right of use assets and capital work-in-progress.

As at December 31, 2021, assets and liabilties were recomputed excluding PV undertaking and Fiat India Automobiles Private Limited (refer note 2) to make the ratios comparable with current periods.

Total debts includes non current and current borrowings

Equity = Equity share capital + Other equity

Repayment of borrowings includes repayment of long-term borrowings, proceeds from short-term borrowings, repayment of short-term borrowings and net change in other short-term borrowings (with maturity up to three months).

Net Worth has been computed on the basis as stated in Clause 2 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e. Net worth as defined in sub-section (57) of section 2 of the Companies Act, 2013.

Long term borrowings (including current portion of long term borrowings).

Working capital = Current assets - Current liabilities (excluding current maturities of Iong term debt and interest accrued on borrowings).

Bad debts includes written off on trade and other receivables.

Trade and other receivables includes Trade receivables, current and non-current Loans and advances and other current and non-current assets.

Raw material consumed includes Cost of materials consumed, Purchases of products for sale and Changes in inventories of finished goods, work-in-progress and products for sale.

Inventory includes Raw materials and components, Work-in-progress, Finished goods, Stores and spare parts, Consumable tools and Goods-in-transit - Raw materials and components.

Secured assets include written down value of secured assets and fixed deposits under lien.

Secured borrowings include 8.80% non-convertible debentures and term loans from financial institutions.

The Company primarily operates in the automotive business. The automotive business comprises two reportable segments i.e. commercial vehicles and passenger vehicles (Upto December 31, 2021 - refer note 2). Post transfer of net assets of PV undertaking, the Company operates in a single segment of commercial vehicles. The Company has opted for an exemption as per para 4 of Ind AS 108. Segment information is thus given in the consolidated financial statements of the Company.

On November 4, 2022, the Supreme Court of India passed a judgment thereby upholding the validity of the 2014 amendment to the Employees’ Pension Scheme 1995. The Judgment has interalia upheld the exercise of joint option by certain categories of employees for contributing into the pension fund an amount over and above the statutory limit. Subsequently, the Employees Provident Fund Organization (EPFO) issued a circular on December 29, 2022 calling upon eligible pensioners whose exercise of joint options were rejected earlier by EPFO authorities to apply online for exercising their options afresh. In case of Tata Motors Limited, joint option has never been exercised in the past, and contributions have always been made only on the statutory ceiling amount. As on December 31, 2022 also no such intimation has been made or options exercised by such pensioners and the Company jointly. As regards the exempted establishments under the Pension Scheme, the Judgment in paragraph 37 states that the cases of the members of such category were not being addressed in the Judgement. The Company being an exempted establishment is in consultation with EPFO for the further course of action, if any. Consequently, there is no impact on the Financial Results for the quarter and nine months ended December 31, 2022.

The Statutory Auditors have carried an audit of the above results for the quarter and nine months ended December 31, 2022 and have issued an unmodified opinion on the same.

News Release – 5

We have reviewed the accompanying Statement of unaudited consolidated financial results of Tata Motors Limited (hereinafter referred to as “the Parent”), and its subsidiaries (the Parent and its subsidiaries together referred to as “the Group”) and its share of the net profit after tax (net) and total comprehensive income (net) of its associates and joint ventures for the quarter ended 31 December 2022 and year to date results for the period from 1 April 2022 to 31 December 2022 (“the Statement”) (in which are included interim financial statements from 2 of joint operations), being submitted by the Parent pursuant to the requirements of Regulation 33 and Regulation 52(4) read with Regulation 63 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”).

This Statement, which is the responsibility of the Parent’s management and approved by the Parent’s Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 “Interim Financial Reporting” (“Ind AS 34”), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India and in compliance with Regulation 33 and Regulation 52(4) read with Regulation 63 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review.

We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

The Statement includes the results of the entities mentioned in Annexure I:

Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of the other auditors referred to in paragraph 6 and 8 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 and Regulation 52(4) read with Regulation 63 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

We did not review the interim financial statements /financial information/ financial results of two Subsidiaries and 56 Step-down subsidiaries included in the Statement, whose interim financial statements /financial information/ financial results reflects total revenues (before consolidation adjustments) of Rs. 60,712.81 crores and Rs. 1,57,680.37 crores, total net profit / (loss) after tax (before consolidation adjustments) of Rs. 2,156.54 crores and (Rs. 3,500.67 crores) and total comprehensive income / (loss) (before consolidation adjustments) of Rs. 8,274.61 crores and Rs. (8,130.64 crores), for the quarter ended 31 December 2022 and for the period from 1 April 2022 to 31 December 2022 respectively, as considered in the Statement. The Statement also include the Group’s share of net profit after tax (net) of Rs. 43.73 crores and Rs. 109.71 crores and total comprehensive income (net) of Rs. 43.73 crores and Rs. 109.71 crores, for the quarter ended 31 December 2022 and for the period from 1 April 2022 to 31 December 2022 respectively as considered in the Statement, in respect of six associates and two joint ventures, whose interim financial statements / interim financial information/ interim financial results have not been reviewed by us. These interim financial statements /financial information/interim financial results have been reviewed by other auditors whose reports have been furnished to us by the Parent’s management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries/step-down subsidiaries/associates/joint ventures, is based solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 3 above.

The Statement includes the interim financial statements /financial information/ financial results of eight subsidiaries and nine step-down subsidiaries which have not been reviewed, whose interim financial statements /financial information/ financial results reflects total revenues (before consolidation adjustments) of Rs. 139.96 crores and Rs. 553.75 crores, total net loss after tax (before consolidation adjustments) (net) of Rs. 2.97 crores and Rs. 10.07 crores and total comprehensive loss (before consolidation adjustments) (net) of Rs. 2.69 crores and Rs. 8.99 crores, for the quarter ended 31 December 2022 and for the period from 1 April 2022 to 31 December 2022 respectively, as considered in the Statement. The Statement also includes the Group’s share of net profit after tax (net) of Rs. 57.70 crores and Rs. 127.25 crores and total comprehensive income (net) of Rs. 57.70 crores and Rs. 127.25 crores, for the quarter ended 31 December 2022 and for the period from 1 April 2022 to 31 December 2022 respectively as considered in the Statement, in respect of four associates and two joint ventures, based on their interim financial statements /financial information/ financial results which have not been reviewed. According to the information and explanations given to us by the Parent’s management, these interim financial statements /financial information/ financial results are not material to the Group.

We did not review the interim financial statement/financial information/financial results of one joint operation included in the Statement, whose interim financial statement/financial information/financial results reflects total revenue (before consolidation adjustments) of Rs. 4,938.19 crores and Rs. 15,279.95 crores, total net profit after tax (before consolidation adjustments) of Rs. 181.09 crores and Rs. 478.24 crores, total comprehensive income (before consolidation adjustments) of Rs. 181.24 crores and Rs. 478.62 crores, for the quarter ended 31 December 2022 and for the period from 1 April 2022 to 31 December 2022 respectively, as considered in the Statement. The interim financial statement/financial information/financial results of this joint operation has been been reviewed by other auditor whose report has been fursnished to us by the Parent’s management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of this joint operation, is based solely on the report of such other auditor and the procedures performed by us as stated in paragraph 3 above.