TATA MOTORS FINANCE LIMITEDTATA MOTORS FINANCE LIMITED (A Public Limited Company Incorporated under...

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PRIVATE AND CONFIDENTIAL (FOR ADDRESSEE ONLY) (FOR PRIVATE CIRCULATION ONLY)

DOCUMENT CONTAINING DISCLOSURES AS PER SCHEDULE 1 OF SEBI (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008

(AS AMENDED FROM TIME TO TIME)

TATA MOTORS FINANCE LIMITED

(A Public Limited Company Incorporated under the Companies Act, 1956) Date of Incorporation: January 24, 1989

Registered Office: 10th Floor, 106 A & B, Maker Chambers Ill, Jamnalal Bajaj Marg Nariman Point, Mumbal 400021.

Website: www.tmf.co.in Corporate Office: Building A, Lodha I Think Techno Campus, 2nd Floor, Off. Pokharan Road No.2,

Thane (W)- 400607 Phone: (022) 61812900; Fax: (022) 61815817 Compliance Officer: Mr. Vinay Lavannis e-mail: [email protected]

ISSUE BY TATA MOTORS FINANCE LIMITED (“Company” or “Issuer”) OF UPTO 250 PERPETUAL SUBORDINATED UNSECURED LISTED NON CONVERTIBLE DEBENTURES (“Unsecured NCDs”) AS TIER I & TIER II CAPITAL (within the eligible limits as prescribed by the RBI) OF A FACE VALUE OF RS. 10,00,000 EACH, AGGREGATING UP TO RS. 25 CRORES PLUS GREENSHOE OPTION OF UPTO 750 DEBENTURES AMOUNTING TO RS. 75 CRORES (“DEBENTURES”) ON A PRIVATE PLACEMENT BASIS ( “Issue”) TO BE LISTED ON THE WHOLESALE DEBT MARKET SEGMENT OF THE BOMBAY STOCK EXCHANGE LIMITED

Credit Rating: ICRA A/Negative

RISKS IN RELATION TO TRADING OF SECURITIES No assurance can be given regarding an active or sustained trading in the securities of the Company/Issuer nor regarding the price at which the securities will be traded after listing GENERAL RISKS Investors are advised to read the risk factors carefully before taking an investment decision in this private offering. For taking an investment decision, investors must rely on their own examination of the Issuer and the offer, including the risks involved. Securities and Exchange Board of India (“SEBI”), as a policy does not recommend or approve any issue nor does SEBI guarantee the accuracy or adequacy of this Disclosure Document. Specific attention of the investors is drawn to the Statement of Risk Factors on page nos. 16 to 26 of this Disclosure Document. This Disclosure Document has not been submitted, cleared or approved by SEBI. It should be clearly understood that the Company is solely responsible for the correctness, adequacy and disclosure of all relevant information herein. CREDIT RATING The rating is not a recommendation to buy, sell or hold securities and investors should take their own decisions. The rating may be subject to revision or withdrawal at any time by the assigning rating agency on the basis of new information and each rating should be evaluated independently of any other rating.

TATA MOTORS FINANCE LIMITED ABSOLUTE RESPONSIBILITY Tata Motors Finance Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Disclosure Document contains all information with regard to the Issuer and the Issue, which is material in the context of the issue, that the Information contained in this Disclosure Document is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and there are no other facts, the omission of which makes this Disclosure Document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Debentures are proposed to be listed on the Wholesale Debt Market (WDM) segment of The Bombay Stock Exchange Ltd. (BSE).

Registrars & Transfer Agents

TSR Darashaw Consultants Private Limited 6-10, Haji Moosa Patrawala Ind. Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai - 400 011 Tel: 022-6617 8532 Contact : Mr. Prakash Sampat SEBI REG.No. INR000004009

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This Disclosure Document is dated December ___, 2020 Note: This Disclosure Document is neither a prospectus nor a Statement in lieu of prospectus. It does not constitute an offer or an invitation to the public to subscribe to the Debentures to be issued by Tata Motors Finance Limited. This Disclosure Document is intended to form the basis of evaluation for potential investors to whom it is addressed and who are willing and eligible to subscribe to these Debentures. The contents of this Disclosure Document are intended to be used by the investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient. The Company can, at its sole and absolute discretion change the terms of the offer.

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Table of Contents

(I) DEFINITIONS / ABBREVIATIONS ............................................................................................................................ 4

(II) SUMMARY TERM SHEET ...................................................................................................................................... 6

(III) GENERAL DISCLAIMER ..................................................................................................................................... 13

(IV) RISK FACTORS .................................................................................................................................................. 16

(V) OVERVIEW OF THE COMPANY ........................................................................................................................... 26

Business Model ................................................................................................................................................... 26

Business verticals ................................................................................................................................................ 27

(V) FINANCIAL INFORMATION................................................................................................................................. 41

(VII) BRIEF HISTORY, CAPITAL STRUCTURE, PURPOSE AND OBJECTS OF THE ISSUE .............................................. 51

(VIII) DISCLOSURES ON EXISTING FINANCIAL INDEBTEDNESS ............................................................................... 57

(IX) DISCLOSURES PERTAINING TO WILFUL DEFAULT ............................................................................................. 69

(X) OFFERING INFORMATION .................................................................................................................................. 70

(XI) OTHER INFORMATION & DISCLOSURES & COVENANTS .................................................................................. 78

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(I) DEFINITIONS / ABBREVIATIONS

Issuer / Company/ TMFL Tata Motors Finance Limited , a public limited company incorporated under

the Companies Act, 2013 and is registered with RBI under Section 45-IA of the RBI Act 1934, as a Systemically Important Non-Deposit taking Non- Banking Finance Company (NBFC)

Arrangers Lead Arranger and /or any other Arranger associated with the issuance, if any.

Private Placement Private placement shall have the meaning assigned to such term in section 42 of the Companies Act, 2013

Articles Articles of Association of Issuer

ALM Asset Liability Management

Board / Board of Directors The board of directors of the Issuer and includes any Committee Of Board of Directors thereof

BSE Bombay Stock Exchange Limited

CAGR Compounded Annual Growth Rate

CAR Capital Adequacy Ratio

CARE Credit Analysis & Research

CDSL Central Depository Services (India) Limited

CRISIL Credit Rating and Information Services of India Ltd

Debentures/ NCDs Perpetual, Subordinated, Unsecured, Listed, Non-Convertible Debentures in the nature of Tier I & Tier II Capital of the face value of Rs.10,00,000/- each with a minimum subscription of Rs 1 crores and above

Disclosure Document / Offer Document

This disclosure document through which the Debentures are being offered for Private Placement

DP Depository Participant

EBP Guidelines The guidelines issued by SEBI with respect to electronic book mechanism under the terms of the SEBI circular dated January 5, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/05) read with the SEBI circular dated August 16, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/122) and the operational guidelines issued by the Electronic Book Provider, as may be amended, modified or supplemented from time to time.

Electronic Book Provider/ EBP Bombay Stock Exchange Limited

EMI Equated Monthly Installments

FY Financial Year

ICRA Information and Credit Rating Agency

IPO Initial Public Offering

I.T. Act The Income Tax Act, 1961 (as amended from time to time)

MCA Ministry of Corporate Affairs, Government of India

MOA / AOA Memorandum of Association and Articles of Association of Issuer

NAV Net Asset Value

NBFC A Non-Banking Financial Company (NBFC) means an NBFC as defined in Section 45 I (f) read with Section 45 I (c) of the RBI Act, 1934.

NBFC Master Directions Shall mean the master direction dated September 01, 2016 bearing reference number DNBR. PD. 008/03.10.119/2016-17, as the same has been amended from time to time

NPA Non-Performing Assets

NSDL National Securities Depository Limited

BSE Bombay Stock Exchange Limited

Promoter TMF Holdings Limited

RBI The Reserve Bank of India

Rs./ INR/ Rupees/ The lawful currency of the Republic of India.

ROC The Registrar of Companies

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RTGS Real Time Gross Settlement System

SEBI

Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 (as amended from time to time)

The Act shall mean the Companies Act, 2013 and any modifications or re-enactments thereof

Trustees IDBI Trusteeship Services Limited

WDM Wholesale Debt Market

“We”, “us” and “our” Unless the context otherwise requires, Our Company and its subsidiaries

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(II) SUMMARY TERM SHEET

Issue of 250 Perpetual Subordinated, Listed, Unsecured, Rated, Non-Convertible Debentures on private placement basis which shall be taken into account for calculation of Tier I and/or Tier II Capital (within the limits as prescribed by RBI) o f Face Value of Rs. 10,00,000 Each, for cash at par aggregating Rs. 25 Crores (with a minimum subscription of Rs. 1,00,00,000 per investor) plus green shoe option of 750 Debentures aggregating to Rs. 75 Crores. (“Debentures”/”NCDs”)

Issuer Tata Motors Finance Limited (the “Company”/ the “Issuer”)

Security Name 9.75% TMFL Perpetual ‘E’ FY 2020-21

Type of Instrument

Perpetual, Subordinated, Listed, Unsecured, Rated Non-Convertible Debentures which shall be taken into account for calculation of Tier I and/or Tier II Capital (within the limits as prescribed by RBI)

Nature of Instrument

Unsecured

Seniority Subordinated The claims of the holders of the Debentures shall be: (a) Superior to the claims of the holders of the equity shares issued by the Issuer; and (b) Subordinated to the claims of all other creditors of the Issuer

Mode of Issue Private placement

Eligible Investors As per Disclosure Document

Arrangers A.K. Stockmart Private Limited

Listing (including name of stock Exchange(s) where it will be listed and timeline for listing)

On the wholesale debt market (“WDM”) Segment of the BSE Limited (“BSE”) within 4 trading days from the Issue Closing date.

Rating of the Instrument

ICRA A/Negative

Issue Size Rs. 25,00,00,000 (Rs. Twenty Five Crores)

Option to retain oversubscription (Amount )

Yes, up to Rs. 75,00,00,000 (Rs. Seventy Five Crores)

Purpose & Objects of the Issue

To augment the Issuer’s capital and for inclusion of the Debentures as part of the Tier I and/or Tier II Capital of the Issuer in terms of the Master Direction – Non Banking Financial Company – Systemically Important Non Deposit taking and Deposit taking Company (Reserve Bank) Direction 2016 as amended from time to time (“NBFC Master Directions”)

Details of the utilization of the Proceeds

The funds raised through this Issue, after meeting the expenditure of and related to the Issue, will be used for our various financing activities, to repay our existing borrowings and for our business operations including for our capital expenditure and working capital requirements.

Coupon Rate 9.75% p.a payable annually

Lock-In Clause Notwithstanding anything to the contrary contained herein and without prejudice to the Issuer’s right under the row titled ‘Discretion’ below herein: a) The Issuer shall not be liable to pay Coupon and shall be entitled to defer the payment of Coupon, if

i. it's capital to risk assets ratio (“CRAR”) is below the minimum regulatory requirement prescribed

by RBI; or

ii. the impact of such payment results in the Issuer’s CRAR falling below or remaining below the minimum regulatory requirement prescribed by Reserve Bank of India;

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b) In the event that making of any Coupon payment by the Issuer may result in net loss or increase the net loss of the Issuer, the making of such of Coupon payment by the Issuer shall be subject to the prior approval of the RBI and shall be made on receipt of such approval provided that the CRAR remains above the regulatory norm after the making of such payment.

c) The Coupon on the Debentures shall not be cumulative except in cases as in (a) above. The Parties agree and acknowledge that invocation of the lock-in clause by the Issuer shall not be construed as a default committed by the Issuer and shall not result in the occurrence of an ‘Event of Default’ (by whatsoever name called) in respect of the Debentures.

Discretion Notwithstanding anything to the contrary contained herein, making the payment of any Coupon may be cancelled or suspended at the discretion of the board of directors of the Issuer. The Parties agree and acknowledge that the non-payment of Coupon as a result of exercise by the board of directors of its discretion as set out hereunder shall not be construed as a default committed by the Issuer and shall not result in the occurrence of an ‘Event of Default’ (by whatsoever name called) in respect of the Debentures.

Step Up Coupon Rate

The Debentures are issued with only the following step-up option which may be exercised only once during the whole life of the Debentures. Step-up Option In the event that the Call Option has not been exercised by the Issuer, on or prior to date falling at the expiry of 10 (Ten) years from the Deemed Date of Allotment, the Coupon Rate applicable to the Debentures shall be automatically increased by 100 basis points (One Hundred basis points) (“Step-up”), which Step-up shall be applicable to the Debentures from the date immediately succeeding the date falling at the expiry of 10 (Ten) years from the Deemed Date of Allotment.

Coupon Payment Frequency

Annually

Coupon payment dates

The date falling at the expiry of 12 (Twelve) months from the Deemed Date of Allotment and every annual anniversary thereafter provided that on the exercise of the Call Option, the last Coupon Payment Date shall be the Call Option Date.

Coupon Type Fixed (subject to the one-time Step-up option set out in the clause titled “Step Up Coupon Rate”)

Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc).

As set out in the clause titled “Step Up Coupon Rate”

Day Count Basis Actual/ Actual

Interest on Application Money

At Coupon Rate from the date of realization of funds till one day prior to Deemed Date of Allotment. The interest on application money will be paid within one month from the Deemed Date of Allotment.

Default Interest Rate

In case of default in payment of Interest and/or principal redemption on the due dates, additional interest of 2% p.a. over the Coupon Rate will be payable by the Company for the defaulting period.

Delay in listing If there is delay in listing beyond 4 trading days from the Issue Closing date then the company shall pay penal interest of 1% p.a. over the Coupon Rate for the period of delay to the investors (i.e. from the deemed date of allotment to the date of listing).

Tenor Perpetual

Redemption Date

Not applicable as the NCDs are perpetual

Issue Price per NCD

Rs. 10,00,000/- per NCD

No Of NCDs 250 NCDs plus green shoe option of upto 750 NCDs

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Redemption Amount

NA

Redemption Premium

NA

Discount at which security is issued and the effective yield as a result of such discount.

NA

Put Date NA

Put Price NA

Call Date Call Option may be exercised by the Issuer as set out hereunder on the date falling at the expiry of 10 years from the Deemed Date of Allotment and the last date of every month thereafter ( each at a “Call Option Dates”). Upon the receipt of the approval of the RBI (to the extent required under the NBFC Master Directions at the relevant time), the Issuer shall have the right, but not the obligation to redeem the Debentures on any Call Option Date by providing a notice in writing to the Debenture Trustee intimating it of the exercise of the Call Option at least 15 (Fifteen) calendar days prior to the Call Option Date.

Call Price Shall mean the aggregate of the principal amount of the Debentures and accrued Coupon, if any, for the period commencing from the immediately preceding Coupon Payment Date.

Put Notification Time

NA

Call Notification Time

As per the row titled ‘Call Option’ above

Face Value Rs. 10,00,000/-

Minimum Application

Minimum subscription of 10 NCDs of Rs. 10,00,000 (Rupees Ten Lakh each) each aggregating to Rs 1 crore and in multiples of 5 NCDs aggregating to Rs. 50 lacs thereafter

Bidding Timing

1. Bid Opening Date

December 02, 2020 at 11:00 am

2. Bid Closing Date

December 02, 2020 at 03:00 pm

Issue Timing

1.Issue Opening Date

December 02, 2020

2.Issue Closing Date

December 02, 2020

3.Pay-in Date December 03, 2020

4.Deemed Date of Allotment

December 03, 2020

Issuance mode of the Instrument

Demat only (for private placement)

Trading mode of the Instrument

Demat only (for private placement)

Settlement mode of the Instrument

Designated Bank account of Indian Clearing Corporation Limited (ICCL): Beneficiary Name: ICCL Bank Name: HDFC Bank Limited IFSC Code: HDFC0000060 Bank Account Numbers: To be given by BSE after EBP bidding

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Payment to the Debenture Holders will be made by way of direct credit through National Electronic Clearing Service (NECS), Real Time Gross Settlement (RTGS) or National Electronic Funds Transfer (NEFT) and where such facilities are not available the Company shall make payment of all such amounts by way of cheque(s)/demand draft(s)/interest warrant(s), which will be dispatched to the debenture holder(s) by registered post/ speed post/ courier or hand delivery

Record Date The record date for the Debentures shall be 15 (Fifteen) calendar days prior to each due date.

All covenants of the issue (including side letters, accelerated payment clause, etc.)

The covenants of the Issue are set out herein and in the Debenture Trust Deed dated August 8, 2019 executed by and between the Company and the Debenture Trustee (“Debenture Trust Deed”) which we have duly filed with the stock exchanges in terms of SEBI guidelines and notifications and may be accessed on their website.

Depository Both NSDL and CDSL

Business Day Convention

In the event that any Coupon Payment Date or any other date on which any payments are required to be made by the Company is not a Business Day, the payment may be made on the immediately succeeding Business Day however the dates of the future coupon payments would be as per the schedule originally stipulated at the time of issuing the Debentures. In other words, the subsequent coupon schedule would not be disturbed merely because the payment date in respect of one particular coupon payment has been postponed earlier because of it having fallen on a day which is not a Business Day. If any Call Option date falls on a day which is not a Business Day, the relevant monies payable on such date shall be made one Business Day prior to the relevant Call Option Date

Description

regarding

Security (where

applicable)

including type of

security

(movable/immov

able/tangible

etc.), type of

charge (pledge/

hypothecation/

mortgage etc.),

date of creation

of security/ likely

date of creation

of security,

minimum

security cover,

revaluation,

replacement of

security, interest

to the debenture

holder over and

above the

coupon rate as

specified in the

Trust Deed and

disclosed in the

Not applicable as the Debentures, being perpetual debt instruments are by their very nature unsecured

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Offer Document

/ Information

Memorandum.

Security Cover NA

Events of Default (including manner of voting /conditions of joining Inter Creditor Agreement)

As per the Debenture Trust Deed, in particular the Events of Default are set out in Clause 9.1 and the consequences of Event of Default are set out in Clause 9.2 of the Debenture Trust Deed. As specified in Clause 9.2 of the Debenture Trust Deed even on the occurrence of an Event of Default an acceleration will require the prior consent of the Reserve Bank of India considering that the Debentures are in the nature of perpetual debt instruments. The provisions dealing with the meeting of Debenture Holders are set out in Schedule II to the Debenture Trust Deed. The conditions of joining Inter Creditor shall be as per the relevant directions of SEBI including the SEBI circular dated October 13, 2020 bearing number SEBI/HO/MIRSD/CRADT/CIR/P/2020/203

Creation of recovery expense fund

The Issuer shall, create a recovery expense fund in the manner and within the timelines specified by SEBI.

Conditions for breach of covenants (as specified in Debenture Trust Deed)

As set out in the Debenture Trust Deed.

Transaction Documents

This Disclosure Document Application Form Debenture Trust Deed dated 8th August 2019 PAS – 4 in the form prescribed under the Companies Act, 2013.

Conditions Precedent to Disbursement

NA

Condition Subsequent to Disbursement

NA

Provisions related to Cross Default Clause

NA

Governing Law and Jurisdiction

The Debentures will be governed by the laws of India and the courts of Mumbai shall have the non-exclusive jurisdiction to deal with any disputes or matters arising pursuant to the Transaction Documents.

Role and Responsibilities of Debenture Trustee

As Per Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 and the Debenture Trust Deed dated August 08, 2019

Risk factors pertaining to the Issue

As more particularly set out in Section 5 of the Disclosure Document dated December ___, 2020

Allotment Basis Allotment basis will be on yield-time priority.

Other Terms & Conditions

The bidders are advised to bid/quote strictly as per operating Guidelines provided by stock exchanges.

Bids with indicative/ tentative amount are liable for rejection. This is merely invitation for exploring the quantum available & not be considered as an invitation

to subscribe to the Debentures. The Company’s decision regarding acceptance of number and amount of bids shall be final. The Issuer reserves its sole and absolute right to modify (pre-pone/ postpone/ deferment/ cancel

(scrap)) the proposed Issue schedule without giving any reasons or prior notice. In such a case, arranger/ investors shall be intimated about such modification.

The Issuer is entitled at its sole and absolute discretion to accept or reject any application, in part

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The Company will not be issuing any Debentures under this disclosure document which is having tenor of less than one year. The Company reserves the right to further issue debentures under aforesaid series / ISIN.

or in full, without assigning any reason. Application forms which are incomplete or which do not fulfil the terms and conditions indicated

on the application form are liable to be rejected.

Electronic Book Provider/ EBP

Bombay Stock Exchange Limited (“BSE”)

EBP Disclosures The final subscription of the Debentures shall be made by the eligible investors through the electronic book mechanism as prescribed by Securities and Exchange Board of India (“SEBI”) under the EBP Guidelines by placing bids on the EBP Platform during the issue period. The disclosures required pursuant to the EBP Guidelines are

Details of size of the Issue including green shoe

option, if any

Up to Rs. 25,00,00,000 (Rupees Twenty Five

Crore) with a green shoe option of up to

Rs. 75,00,00,000 (Rupees Seventy Five Crore)

Minimum Bid Lot 10 NCDs aggregating up to Rs. 1,00,00,000

(Rupees One Crore)

Manner of Bidding Open Bidding

Manner of Allotment Uniform Yield

Manner of settlement Through Indian Clearing Corporation Limited

Settlement Cycle T+1, where T refers to the bid opening date

Successful bidders shall make pay in of the subscription monies in respect of the Debentures allocated to them into the bank account of Indian Clearing Corporation Limited (“ICCL”) (as specified below), on or before the Deemed Date of Allotment and before the pay-in cut off time, the details of which will be displayed on the EBP platform: Designated Bank account of ICCL: Beneficiary Name: ICCL Bank Name: HDFC Bank Limited IFSC Code: HDFC0000060 Bank Account Numbers: To be given by BSE after EBP bidding

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Cash flows concerning interest payment and redemption of debt securities issued vide this disclosure document: Cashflow – TMFL Perpetual ‘E’ FY 2020-21 Cash flows concerning interest payment and redemption of debt securities issued vide this disclosure document:

Date Days Amt Per NCD Total Amount (Rs.) Cashflow Description

03 December 2020 (100,00,00,000) Inflow

03 December 2021 365 97,500 9,75,00,000 Outflow Towards Interest









03 December 2030 365 10,97,500 1,09,75,00,000 Interest + principal -If call is

exercised

Note - Interest at 10.75%, every year from 10th year if call is not exercised.

CASH FLOW

Annexure- A

Particulars

Company Tata Motors Finance Limited

Series Name TMFL Perpetual ‘E’ FY 2020-21

Face Value (per security) (Rs. )

10,00,000

Date of Allotment December 03, 2020

Redemption Not applicable as the Debentures are perpetual

Yield/Coupon 9.75% p.a.

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This Disclosure Document (“Offer Document”) is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public to subscribe for or otherwise acquire the Subordinated Unsecured Non Convertible Perpetual Debentures as Tier I & Tier II of face value of Rs. 10,00,000/- each (NCDs) issued the Company. The private placement offer is made only to such persons whose names are recorded by the Company prior to the invitation to subscribe. The issue of Debentures is being made strictly on a private placement basis. As per the latest RBI Master Direction No. DNBR. PD. 008/03.10.119/2016-17 dated September 01, 2016 as amended from time to time, there is no limit on the number of subscribers in respect of issuances with a minimum subscription of Rs. 1 crore and above for raising money through Private Placement of Non-Convertible Debentures (NCDs) by NBFCs. No invitation is being made to any persons, other than to those to whom application forms along with this Offer Document has been sent. Any application by a person to whom the Offer Document and application form have not been sent by the Company or Arranger, if any, shall be rejected without assigning any reason. The person who is in receipt of this Offer Document shall maintain utmost confidentiality regarding the contents of this Offer Document and shall not reproduce or distribute in whole or in part or make any announcement in public or to a third party regarding the contents without the consent of the Issuer This Offer Document is issued by the Company. The views contained in this Offer Document do not necessarily reflect the views of its directors, employees, affiliates, subsidiaries or representatives and should not be taken as such. The Offer Document has been prepared by the Company to provide general information on the Company and does not purport to contain all the information a potential investor may require. Where this Offer Document summarizes the provisions of any other document, that summary should not be relied upon and the relevant document should be referred to for the full effect of the provisions. The information relating to the Company contained in Offer Document is believed by the Company to be accurate in all material respects as of the date hereof.

The Offer Document shall not be considered as a recommendation to purchase the NCDs and recipients are urged to determine, investigate and evaluate for themselves, the authenticity, origin, validity, accuracy, completeness, adequacy or otherwise the relevance of information contained in this Offer Document. The recipients are required to make their own independent valuation and judgment of the Company and the NCDs. It is the responsibility of potential investors to also ensure that they will sell these NCDs in strict accordance with this Offer Document and other applicable laws, so that the sale does not constitute an offer to the public, within the meaning of the Companies Act 2013. The potential investors should also consult their own tax advisors on the tax implications relating to acquisition, ownership, sale or redemption of NCDs and in respect of income arising thereon. Investors are also required to make their own assessment regarding their eligibility for making investment(s) in the NCDs of the Company. The Company or any of its directors, employees, advisors, affiliates; subsidiaries or representatives do not accept any responsibility and/ or liability for any loss or damage however arising and of whatever nature and extent in connection with the said information. Neither the Arranger, if any, nor any of their respective affiliates or subsidiaries have independently verified the information set out in this Offer Document or any other information (written or oral) transmitted or made to any prospective investor in the course of its evaluation of the Issuer. The Arranger, if any, makes no representation or warranty, express or implied, as to the accuracy or completeness of the Offer Document, and the Arranger, if any, does not accept any responsibility for the legality, validity, effectiveness, adequacy or enforceability of any documentation executed or which may be executed in relation to this offer. The Arranger is not required to file this Offer Document with SEBI/ROC/RBI as it is strictly on private placement basis to the prospective Investor to whom it is distributed and not an offer to the general public.

(III) GENERAL DISCLAIMER

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The contents of this Offer Document are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient. Each person receiving and acting on this Offer Document acknowledges that:

such person has been afforded an opportunity to request and to review and has received all additional information considered by him/her/it to be necessary to verify the accuracy of or to supplement the information herein and

has not relied on any intermediary that may be associated with any tranche or issuance of NCDs in connection with its investigation of the accuracy of such information or its investment decision. The Issuer does not undertake to update the Offer Document to reflect subsequent events after the date of the Offer Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer. Neither the delivery of this Offer Document nor any sale of NCDs made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. The Offer Document is made available to investors in the Issue on the strict understanding that it is confidential. Disclaimer Clause of the Company The Company has certified that the disclosures made in this Disclosure Document are adequate and in conformity with Section 42 of the Act and the Companies (Prospectus and Allotment of Securities) Rules, 2014, in force for the time being. The Company accepts no responsibility for statements made otherwise than in the Disclosure Document or any other material issued by or at the instance of the Company and that anyone placing reliance on any other source of information would be doing so at their own risk. DISCLAIMER IN RESPECT OF JURISDICTION Issue of these NCDs have been/will be made in India to investors as specified under clause “Who Can Apply”, on page number 70 of this Disclosure Document, who have been/shall be specifically approached by the Company. This Disclosure Document is not to be construed or constituted as an offer to sell or an invitation to subscribe to NCDs offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the jurisdiction of the courts and tribunals at Mumbai. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the NCDs herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Force Majeure The Company reserves the right to withdraw the offer prior to the earliest closing date in the event of any unforeseen development adversely affecting the economic and regulatory environment or otherwise. In such an event, the Company will refund the application money, if any, along with interest payable on such application money, if any, without assigning any reason. SEBI Disclaimer Clause As per the provisions of Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended from time to time, a copy of this Offer Document is not required to be filed with or submitted to SEBI. It is to be distinctly understood that this Offer Document has not been cleared or vetted by SEBI. SEBI does not take any responsibility either for financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in the Offer Document.

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RBI Disclaimer Clause The company is having a valid Certificate of Registration dated July 13, 2017 issued by the Reserve Bank of India under section 45 IA of the Reserve Bank of India Act, 1934. However the RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the company or for the correctness of any of the statements or representations made or opinions expressed by the company and for repayment of deposits / discharge of liabilities by the company. Stock Exchange Disclaimer Clause It is to be distinctly understood that submission of the Disclosure Document /Offer Document to the NSE should not in any way be deemed or construed to mean that the Disclosure Document/Offer Document has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Disclosure Document/ Offer Document, nor does it warrant that this Issuer's securities will be listed or will continue to be listed on the NSE; nor does it take any responsibility for the financial or other soundness of the Issuer, its promoters, its management or any scheme or project of the Issuer.

This Offer Document is to facilitate investors to take an informed decision for making investment in the proposed Issue. Issue of NCDs in Dematerialized Form The NCDs will be issued in dematerialized form. The Issuer has made arrangements with the Depositories for the issue of the NCDs in dematerialized form. The investor will have to hold the NCDs in dematerialized form as per the provisions of Depositories Act, 1996, the rules thereunder as notified by the Depositories from time to time and the guidelines and the regulations issued by the Depositories, from time to time. The Issuer shall take necessary steps to credit the NCDs allotted to the beneficiary account maintained by the investor with its depositary participant. The Issuer will make the Allotment to Investors on the Allotment Date after verification of the Application Form, the accompanying documents and on realisation of the application money.

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(IV) RISK FACTORS

(A) Forward Looking Statements: This Disclosure Document/Offer Document contains certain “forward-looking statements”. These forward looking statements generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”, “objective”, “plan”, “shall”, “will”, “will continue”, “will pursue”, “would”, “will likely result”, “is likely”, “expected to”, “will achieve”, “contemplate”, “seek to”, “target”, “propose to”, “future”, “goal”, “project”, “should”, “can”, “could”, “may”, “in management’s judgment” or other words or phrases of similar import or variations of such expressions. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements. All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others:

General economic and business conditions in India and abroad;

Our ability to successfully implement our strategy, our growth and expansion plans and technological changes;

Our ability to compete effectively and access funds at competitive cost;

Changes in the value of Rupee and other currency changes;

Unanticipated turbulence in interest rates, equity prices or other rates or prices; the performance of the financial and capital markets in India and globally;

Availability of funds and willingness of our lenders to lend;

Changes in political conditions in India;

The rate of growth of our loan assets in the new business lines and level of NPAs in our portfolio;

The outcome of any legal or regulatory proceedings we are or may become a party to;

Our ability to retain our management team and skilled personnel;

Changes in Indian and foreign laws and regulations, including tax, accounting, banking, securities, investments and loans, foreign exchange, insurance and other regulations; changes in competition and the pricing environment in India; and regional or general changes in asset valuations; and

Changes in laws and regulations that apply to NBFCs in India, including laws that impact our lending rates and our ability to enforce our collateral.

By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Neither The Company, not its Directors and Officers nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. For further discussion of factors that could cause our actual results to differ, see the section titled “Risk Factors”

(B) Use of Market Data

Unless stated otherwise, macroeconomic and industry data used throughout this Offer Document has been obtained from publications prepared by providers of industry information, government sources and multilateral institutions. Such publications generally state that the information contained therein has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although the Issuer believes that industry data used in this Disclosure Document/Offer Document is reliable, but it has not been independently verified.

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(C) RISK FACTORS The following are the risks envisaged by the management, and Investors should consider the following risk factors carefully for evaluating The Company and its business before making any investment decision. Unless the context requires otherwise, the risk factors described below apply to Tata Motors Finance Limited only. The risks have been quantified wherever possible. If any one of the following stated risks actually occurs, the Company’s business, financial conditions and results of operations could suffer and therefore the value of the Company’s debt securities could decline. Note: Unless specified or quantified in the relevant risk factors, the Company is not in a position to quantify the financial or other implications of any risk mentioned herein below: A. INTERNAL RISK FACTORS

Delinquency Risk

1. As an NBFC, one of the most important risks affecting the profitability of the Company is the risk of non-payment by its borrowers and other counterparties.

The Company’s gross receivables as on September 30, 2020 are Rs. 29,01,398 Lakhs. The size of Issuer’s/Company’s loan assets is expected to continue to increase in the future as the Company expands its business in India and offers new products. Since most of the Company’s borrowers are individuals and small and medium size companies, the Company’s credit risk could be higher due to their potential inability to adapt to changes in the economic and industrial scenario and global technological changes as also changes in the Indian regulatory and political environment. This may lead to an increase in the number and value of the Company’s NPAs. The Company is exposed to the risk that third parties which owe us money, securities or other assets may not perform their obligations. These parties may default on their obligations to us due to various reasons including bankruptcy, lack of liquidity, operational failure, and other reasons. Further, any delay in enforcing the collateral due to delays in enforcement proceedings before Indian courts or otherwise could expose our Company to potential losses. A nationwide credit bureau has only recently been established in India. This may affect the quality of information available to the Company about the credit history of the Company’s new borrowers. In deciding whether to extend credit to or enter into transactions with customers and counter parties, the Company relies largely on information furnished by or on behalf of its customers, including financial information, based on which the Company performs its credit assessment. The Company may also depend on certain representations and undertakings as to the accuracy, correctness and completeness of information, and the verification of the same by agencies to which such functions are outsourced. Any such information, if materially misleading may increase the risk of default. The Company’s financial condition and results of operations could be negatively affected by relying on information that may not be true or may be materially misleading. Although the Company regularly reviews credit exposures to clients and counterparties and to industries and geographical regions that the Company believes may present credit concerns, defaults may arise from events or circumstances that are difficult to detect or foresee.

2. Our inability to control the number and value of NPAs in our portfolio could adversely affect our business and results of operations.

The Company’s net non-performing assets were Rs. 1,14,842 Lakh representing 4.01% of the value of our net receivables as on September 30, 2020. It may be difficult for the Company to control or reduce the number and value of NPAs of its portfolio due to adverse global and domestic economic conditions and a prolonged recession period. The Company may not be able to improve its collections and recoveries in relation to its existing NPAs. The Company’s inability to control or reduce the number and value of its NPAs may lead to deterioration of the quality of its loan portfolio and may severely impact its business.

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The Company has made provisions of Rs. 40,843 lakh towards its gross NPAs as on September 30, 2020. Though the Company’s total provisioning against the NPAs at present may be adequate to cover all the identified losses in our loan portfolio, there may not be any assurance that in future, the provisioning though compliant with regulatory requirements will be sufficient to cover all anticipated losses. Further, the Company may not be able to meet its recovery targets set for the particular financial year due to the economic slowdown and intense competition witnessed at both global and domestic levels. In such circumstances, there could be an increase in the number and value of our NPAs which can impact the Company.

3. The Company may be exposed to the potential loss of less recovery of value of collaterals due to delays

in their enforcement on defaults by the its borrowers and also due to market conditions

The Company’s total gross receivables as on September 30, 2020 are Rs. 29,01,398 Lakhs.. The value of collaterals wherever applicable may decline due to adverse market conditions. Delays in bankruptcy and foreclosure proceedings, defects in title, documentation of collateral and the necessity of obtaining regulatory approvals for the enforcement of such collaterals may affect the valuation of the collateral and the Company may not be able to recover the estimated value of the collateral, thus exposing the Company to potential losses.

4. System failures, infrastructure bottlenecks and security breaches in computer systems may adversely

affect our business.

The Company’s businesses is highly dependent on its ability to process, on a daily basis, a large number of increasingly complex transactions. The Company’s financial, accounting or other data processing systems may fail to operate adequately or become disabled as a result of events that are wholly or partially beyond its control, including a disruption of electrical or communications services. If any of these systems do not operate properly or are disabled or if there are other shortcomings or failures in the Company’s internal processes or systems, it could affect its operations or result in financial loss, disruption in businesses, regulatory intervention or damage to the Company’s reputation. In addition, the Company’s ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports its businesses and the localities in which the Company is located.

The Company’s operations also rely on the secure processing, storage and transmission of confidential and other information in its computer systems and networks. The Company’s computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious code and other events that could compromise data integrity and security.

5. The Company’s lending activities are vulnerable to interest rate risks, market risks and asset liability

mismatch risks which may have great impact on its financial performance.

Interest income forms a substantial part of the total income of the Company. The Company extends loans at fixed interest rates. The Company’s borrowings are a mix of fixed and floating rates. A mismatch between assets and liabilities may cause gross spreads to decline and adversely affect the Company’s profitability and liquidity conditions. The Company endeavors to match interest rate positions to minimize interest rate risk and avoid liquidity risks but may not be able to do so.

Operations of the Company are susceptible to interest rate movements. Interest rates are highly sensitive to many factors which are beyond our control, including the monetary policies of the RBI, de-regulation of the financial sector in India, domestic and international economic and political conditions, inflation and other factors.

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6. The Company faces asset-liability mismatches in the short term, which could affect its liquidity position. A portion of the Company’s funding requirement is through short-term funding sources and in the event lenders decide to withdraw the existing or committed credit facilities or do not roll over the existing credit facilities, the Company’s business could be adversely affected.

The difference between the value of assets and liabilities maturing, in any time period category provides the measure to which we are exposed to the liquidity risk. As is typical for several NBFCs, a portion of our funding requirements is met through short-term funding sources, i.e. bank loans, working capital demand loans, cash credit, short term loans and commercial papers. However, a large portion of our assets have medium or long-term maturities. In the event that the existing and committed credit facilities are withdrawn or are not available to the Company, funding mismatches may be created and it could have a very adverse effect on business and future financial performance of the Company.

7. The Company’s indebtedness and restrictive covenants imposed by its financing agreements, debenture

trust deeds could restrict ability to conduct business and operations. Should the Company breach any financial or other covenants contained in any of its financing agreements,

debenture trust deeds, the Company may be required to immediately repay its borrowings either in whole or in part, together with any related costs. Under the terms of some of the loan agreements, the Company is required to obtain the prior written consent of the concerned lender prior to the Company entering into any scheme of expansion, merger, amalgamation, compromise or reconstruction or selling, leasing, transferring all or a substantial portion of its loan receivables/ current assets ; making any change in ownership or control or constitution of the Company, or in the shareholding or management or majority of directors, or in the nature of business of the Company; or making amendments in the Company’s Memorandum and Articles of Association wherever applicable. This may restrict/ delay some of the actions / initiatives that the Company may like to take from time to time.

8. The Company may not get the benefits of being a Tata group company in case of any change of control.

In case of any change of control due to any event such as transfer of shares by the Company’s Promoter, preferential allotment to any investor, our ability to leverage the “Tata” brand may get affected and the benefits of being a Tata group company including leveraging of business from other Tata companies may become unavailable to the Company and consequently, could adversely impact its business operations and profitability.

9. The Company is exposed to various operational risks including the risk of fraud and other misconduct by employees or outsiders.

Like other financial intermediaries, the Company is also exposed to various operational risks which include the risk of fraud or misconduct by its employees or even an outsider, unauthorized transactions by employees or third parties, misreporting and non-compliance of various statutory and legal requirements and operational errors. It may not be always possible to deter employees from the misconduct or the precautions that the Company take to detect and prevent these activities may not be effective in all cases. Any such instances of employee’s misconduct or fraud, or improper disclosure of confidential information, could result in regulatory and legal proceedings and may harm reputation and also operations of the Company.

10. The Company may not be able to attract or retain talented professionals required for our business. The complexity of the Company’s business operations requires highly skilled and experienced manpower.

Such highly skilled personnel give a competitive edge the Company. Further the successful implementation of the Company’s growth plans would largely depend on the availability of such skilled manpower and its ability to attract such qualified manpower. The Company may lose many business opportunities and its business would suffer if such required manpower is not available on time. Though we have appropriate

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human resources policies in place, the Company may face the risk of losing its key management personnel due to reasons beyond its control and it may not be able to replace them in a satisfactory and timely manner which may adversely affect its business and its future financial performance.

11. The Company may not be able to access funds at competitive rates and higher cost of borrowings could

have significant impact on the scale of our operations and also profit. The Company’s growing business needs would require it to raise funds through commercial borrowings. The Company’s ability to raise funds at competitive rates would depend on its external credit rating, lenders’ internal rating and credit norms, financial performance, regulatory environment in the country and the liquidity scenario in the markets and economy. The developments in the international markets affect the Indian economy including the financial liquidity position. The Company is exposed to the risk of liquidity in the financial markets. Changes in economic and financial conditions could make it difficult for the Company to access funds at competitive rates. Being an NBFC - Investment and Credit Company (NBFC – ICC), the Company due to has restrictions from RBI to raise funds from international markets which are relatively cheaper sources of funds and this further constrains its ability to raise cheaper funds.

12. The Company has commitments and contingent liabilities as on September 30, 2020.

a. Commitments

i. Capital Commitments A) Estimated amount of contracts remaining to be executed on capital account and not provided for

Rs. 2,05.68 lakhs (at March 31, 2020: Rs. 4,28.38 lakhs).

ii. Other Commitments A) Loan commitment towards vehicle financing Rs. 34.24 lakhs (at March 31, 2020: Rs. 2,10.25 lakhs). B) Commitment for Investment Rs. 1,81.28 lakhs (at March 31,2020: 1,85.86 lakhs).

b. Contingent liabilities to the extent not provided for

1) Claims against the Company not acknowledged as debts:

Rs. in lakhs

Particulars At September 30, 2020

At March 31, 2020

In respect of consumer disputes 35,13.50 36,00.34

In respect of bonus under Payment of Bonus (Amendment) Act, 2015

26.15 26.15

Total 35,39.65 36,26.49

2) Bank guarantee for which the Company is contingently liable:

Particulars As at September 30, 2020

As at March 31, 2020

In respect of guarantees given by banks for Income tax matters 99.00 99.00

3) The Hon’ble Supreme Court of India (“SC”) by their order dated February 28, 2019, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision has been filed and is pending before the SC for disposal.

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Pending the outcome of the review petition and directions from the EPFO, the impact for past periods, if any, is not ascertainable and consequently no financial effect has been provided for in the financial statements. As a matter of caution, the Company has complied with the aforesaid order on a prospective basis from the date of the SC order. The Company will reassess the position on receiving any further update or clarity on the subject.

13. The Company faces increasing competition from established banks and NBFCs. The successful implementation of the growth plans depends on the Company’s ability to face the competition.

The Company’s main competitors are established commercial banks and NBFCs. Over the past few years, the

retail financing area has seen the entry of banks, both nationalized as well as foreign. Banks have access to more sources of funds at a low cost funds which enables them to enjoy higher net interest margins and / or offer finance at lower rates. The Company do not have access to deposits and some other sources as per restrictions levied by RBI, due to which it may be less competitive. Further, the Company has acquired New Vehicle Financing Business from TMF Holdings Limited with effect from January 31, 2017. It may therefore face competition from established banks and NBFCs in its operations and growth which are present for quite number of years.

14. The Company may be unable to adequately protect our intellectual property since some of its

trademarks, logos and other intellectual property are in the process of being registered and therefore do not enjoy any statutory protection. Further, the Company may be subject to claims alleging breach of third party intellectual property rights.

“Tata Motor Finance” is a registered trade mark of Tata Sons Private Limited under the provisions of the

Trademarks Act, 1999. The Company cannot assure that Tata Sons Private Limited will continue to license the aforementioned trademark to it. Further, third parties may infringe the Company’s intellectual property, causing damage to its business prospects, reputation and goodwill. The Company’s efforts to protect its intellectual property may not be adequate and any third party claim on any of its unprotected brands may lead to erosion of its business value and its operations could be adversely affected. The Company may need to litigate in order to determine the validity of such claims and the scope of the proprietary rights of others. Any such litigation could be time consuming and costly and a favorable outcome cannot be guaranteed. The Company may not be able to detect any unauthorized use or take appropriate and timely steps to enforce or protect its intellectual property. The Company cannot assure that any unauthorized use by third parties of the trademark “Tata Motors finance” and other related trademarks will not similarly cause damage to its business prospects, reputation and goodwill. Further, the Company have entered into a Brand Equity and Business Promotion Agreement dated July 03, 2017 with Tata Sons Private Limited for the use of the Trademark “TATA”. Under various clauses mentioned in the agreement, Tata Sons Private Limited may terminate the aforementioned agreement. Further, only Tata Sons Private Limited has the right to apply for registration any mark containing the trademark/Trade Name “TATA” and the Company cannot assure that such marks would eventually be licensed to the Company by Tata Sons Private Limited. The Company cannot guarantee that the aforementioned agreement will not be terminated in the future and this may result in it having to change the name of the Company.

15. The Company may have a high concentration of loans to certain customers or group of customers. If a substantial portion of these loans becomes non-performing, our business and financial performance could be affected.

The Company’s business of retail lending with or without securities exposes it to the risk of third parties that owes it money. The Company’s loan portfolio and non-performing asset portfolio has, or may in the future, have a high concentration in certain customers or groups of customers. These parties may default on their obligations to the Company due to bankruptcy, lack of liquidity, operational failure, breach of contract, government or other regulatory intervention and other reasons including inability to adapt to changes in the macro business environment or for reasons beyond the control of the Company. Historically, such borrowers or such borrowers’ groups have been adversely affected by economic conditions in varying degrees. Credit

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losses due to financial difficulties of these borrowers/ borrowers’ groups in the future could adversely affect the Company’s business and its financial performance.

16. The Company have entered into transactions with related parties which create conflicts of interest for

certain of its management and Board of Directors. The Company have entered into transactions with related parties, including its Promoter and its affiliated

companies. Such agreements may give rise to current or potential conflicts of interest with respect to dealings between the Company and such related parties. Additionally, there can be no assurance that any dispute that may arise between the Company and related parties will be resolved in the Company’s favour.

17. The Company may incur loss in future

If the Company incurs losses in future, the Company’s results of operations and financial condition will be adversely affected.

Risks Relating to the Utilization of Issue Proceeds 18. Our management will have significant flexibility in applying proceeds of the Issue.

The funds raised through this Issue, after meeting the expenditures of and related to the Issue, will be used for our various financing activities to repay our existing borrowings, our business operations including capital expenditure and working capital requirements and all such activities and uses being subject to applicable law. The main objects clause of the Memorandum of Association of the Company permits the Company to undertake the activities for which the funds are being raised through the present Issue and also the activities which the Company has been carrying on till date. The management of the Company, in accordance with the policies formulated by it from time to time, will have flexibility in deploying the proceeds received from the Issue if the necessary security or charge over assets if applicable have been created within 30 days as required the RBI guidelines. Pending utilization of the proceeds out of the Issue for the purposes described above, the Company intends to temporarily invest funds in high quality interest bearing liquid instruments including money market mutual funds, deposits with banks or temporarily deploy the funds in investment grade interest bearing securities as may be approved by its Board of Directors. Further as per the provisions of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008, we are not required to appoint a monitoring agency and therefore no monitoring agency has been appointed for this Issue.

Risks Relating to the Debentures 19. Changes in general interest rates in the economy may affect the price of the Company’s Debentures.

All securities where a fixed rate of interest is offered, such as the Company’s Debentures, are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the price of our Debentures.

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20. The Company is not required to maintain any Debenture Redemption Reserve (DRR) for the Debentures issued under this Disclosure Document/ Offer Document.

No Debenture Redemption Reserve is being created for the issue of NCDs in pursuance of this Offer Document since creation of Debenture Redemption Reserve is not required for the proposed issue of Debentures. As per Companies (Share Capital and Debentures Rules, 2014), no DRR is required to be created for NCDs issued by NBFCs issued on private placement basis therefore the Company is exposed for redemption risk

21. Any downgrading in credit rating of the Company’s Debentures may affect the value of NCDs and thus

the Company’s ability to raise further debts.

This Issue of perpetual NCDs has been rated by ICRA as having ICRA A/negative rating. The Issuer cannot guarantee that these ratings will not be downgraded. Any downgrade in the above credit ratings may lower the value of the NCDs and may also affect the Issuer’s ability to raise further debt. Moreover any upgrade in the above rating is not guaranteed by increase in or higher value of the Company’s perpetual NCDs.

22. Risks Relating to the Perpetual NCDs

In terms of the NBFC Master Directions in connection with “Enhancement of NBFCs‟ capital raising option for capital adequacy purposes” following are some of terms and conditions applicable to Perpetual Debt Instruments (PDI) for being eligible for inclusion in Tier I capital:

a) Maturity period of PDIs shall be perpetual. b) Non-deposit taking NBFC with asset size of ₹ 500 crore and above are required to issue PDI as plain

vanilla instruments only. However, the Company shall have 'call option' subject to strict compliance with each of the following conditions:

i. that the instrument has run for a minimum period of ten years from the date of issue; and ii. Call option shall be exercised only with the prior approval of RBI. While considering the

proposals for exercising the call option the RBI would, among other things, take into consideration the CRAR position of the Issuer both at the time of exercise of the call option and after the exercise of the call option

c) PDIs shall be subjected to a lock-in clause in terms of which the Company may defer the payment of interest, if

i. the CRAR of the Company is below the minimum regulatory requirement prescribed by RBI; or

ii. the impact of such payment results in capital to risk assets ratio (CRAR) of the Company falling below or remaining below the minimum regulatory requirement prescribed by the RBI;

d) However, the Company may pay interest with the prior approval of RBI when the impact of such payment may result in net loss or increase the net loss, provided the CRAR remains above the regulatory norm.

e) The interest shall not be cumulative except in cases as in (c). f) The claims of the investors in PDI shall be:

i. superior t o the claims of investors in equity shares; and ii. subordinated to the claims of all other creditors.

g) PDI shall be fully paid up, unsecured and free of any restrictive clauses. Also as per the terms and conditions of the present issue, making the payment of any Coupon may be cancelled or suspended at the discretion of the board of directors of the Issuer.

The NCDs issued in accordance with this Disclosure Document are Perpetual in nature. The NCDs only have a call option after the end of 10 years from the deemed date of allotment and the last date of every month thereafter, which may be exercised by the Company subject to receipt of prior approval of the RBI. The NCDs are otherwise Perpetual in nature & shall not be redeemed. Please note that the investors may make investment decision on the basis of its own analysis and the RBI does not accept any responsibility about repayment of such investment

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B. EXTERNAL RISK FACTORS 23. The Company is subject to regulatory and legal risk which may adversely affect its business.

The operations of a NBFC are subject to regulations framed by the RBI and other authorities. Under the guidelines issued by the RBI, the Company has been classified as a Systemically Important Non Deposit Accepting Investment and Credit Company (NBFC – ICC). The Company will be subject to the CAR prescribed by the RBI. Under the guidelines issued by the RBI dated September 01, 2016 vide circular No. DNBR. PD. 008/03.10.119/2016-17, the Company is required to maintain a CAR of 15% besides complying with other prudential norms. The Company is also subject to changes in Indian laws, regulations and accounting principles. There can be no assurance that the laws governing the Indian financial services sector will not change in the future or that such changes or the interpretation or enforcement of existing and future laws and rules by governmental and regulatory authorities will not affect its business and future financial performance.

24. The Company’s growth depends on the sustained growth of the Indian economy and growth plans of Tata

Motors Limited. An economic slowdown in India and abroad with low volumes of Tata Motors Ltd could have direct impact on our operations and profitability.

Macroeconomic factors that affect the Indian economy and the global economic scenario have an impact on our business. The quantum of our disbursements is driven by the growth in demand for passenger cars, commercial vehicles etc. The Indian economy has been improving on macro factors. In case the economy does not grow on macro factors and if TML sales volumes are low because of slow down in economy in future, it may have direct impact on the Company’s disbursements and such prolonged slowdown of the economy as a whole can increase the level of defaults thereby adversely impacting the Company’s growth plans and the quality of its portfolio.

25. Political instability or changes in the government could delay further liberalization of the Indian

economy and adversely affect economic conditions in India generally, which could impact the Company’s business.

The role of the Indian Central and State Governments in the Indian economy has remained significant over the years. Since 1991, the Government has pursued a policy of economic liberalization, including significantly relaxing restrictions on the private sector. There can be no assurance that these liberalization policies will continue in the future. The rate of economic liberalization could change, and specific laws and policies affecting financial services companies, foreign investment, currency exchange rates and other matters affecting investments in Indian companies could change as well. A significant change in India’s economic liberalization and deregulation policies could disrupt business and economic conditions in India, thus affecting the Company’s business. The current Government is and future Governments could be a coalition of several parties. The withdrawal of one or more of these parties could result in political instability. Any political instability in the country could materially impact the Company’s business adversely.

26. Civil unrest, terrorist attacks and war could affect the Company’s business.

Terrorist attacks and other acts of violence, war or conflicts, particularly those involving India, as well as the United States of America, the United Kingdom, Singapore and the European Union, may adversely affect Indian and global financial markets. Such acts may negatively impact business sentiment, which could adversely affect the Company’s business and profitability. India has from time to time experienced, and continues to experience, social and civil unrest, terrorist attacks and hostilities with neighboring countries. Also, some of India’s neighboring countries have experienced, or are currently experiencing internal unrest. This, in turn, could have a material adverse effect on the market for securities including the Debentures. The consequences of any armed conflicts are unpredictable, and the Company may not be able to foresee events that could have an adverse effect on its business and the price and yield of its NCDs.

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27. The Company’s business may be adversely impacted by natural calamities or unfavorable climatic changes.

India, Bangladesh, Pakistan, Indonesia and other Asian countries have experienced natural calamities such as earthquakes, floods, droughts and a tsunami in recent years. Some of these countries have also experienced pandemics, including the outbreak of avian flu/ swine flu. The extent and severity of these natural disasters and pandemics determines their impact on these economies and in turn affects the financial services sector of which the Company is a part. Prolonged spells of abnormal rainfall and other natural calamities could have an adverse impact on the economies in which the Company have operations, which could adversely affect its business and the price of its Debentures.

28. Any downgrading of India’s sovereign rating by an international rating agency(ies) may affect the

Company’s business and its liquidity to a great extent.

Any adverse revision to India’s sovereign credit rating for domestic and international debt by international rating agencies may adversely impact the Company’s ability to raise additional financing and the interest rates and other commercial terms at which such additional financing is available. This could have an adverse effect on the Company’s financial performance and its ability to obtain financing to fund its growth on favourable terms, or at all.

NOTES TO THE RISK FACTORS

Save, as stated elsewhere in this Disclosure Document / Offer Document, since the date of the audited financial accounts, no developments have taken place that are likely to materially and adversely affect the performance or prospects of the Company. (i) Details of default, if any, including therein the amount involved, duration of default and present status in

repayment of – (a) statutory dues; (b) debentures and interest thereon; (c) deposits and interest thereon; (d)

loan from any bank or financial institution and interest thereon;

TMFL has not defaulted in repayment of: i) Statutory dues; ii) Debentures and interest thereon; iii) Deposits and interest thereon; iv) Loan from any bank or financial institution and interest thereon.

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(V) OVERVIEW OF THE COMPANY

Information on the Company, its Holding Company and its Subsidiary Company are as follows:- Promoters – Tata Motors Finance Limited (TMFL) is a company promoted by TMF Holdings Ltd (TMFHL) and Tata Motors Finance Solutions Limited (TMFSL). Tata Group: TMFL is part of Tata Group founded by Jamsetji Tata in 1868. The Tata group is a global enterprise, headquartered in India, comprising 30 companies across 10 verticals. The group operates in more than 100 countries across six continents, with a mission 'To improve the quality of life of the communities we serve globally, through long-term stakeholder value creation based on Leadership with Trust'. .In 2018-19, the revenue of Tata companies, taken together, was $113 billion (INR 792,710 Crore). These companies collectively employ over 720,000 people. There are 28 publicly-listed Tata enterprises with a combined market capitalization of about $160 billion (INR 1,109,809 Crores) (as on March 31, 2019). Tata Motors Limited, is a leading global automobile manufacturer with a portfolio that covers a wide range of cars, sports vehicles, buses, trucks and defense vehicles. Tata Motors is part of the USD 110 billion Tata group founded by Jamsetji Tata in 1868. Tata Motors is India’s largest and the only OEM offering extensive range of integrated, smart and e-mobility solutions company. Tata Motors has operations in India, the UK, South Korea, Thailand, South Africa and Indonesia through a strong network of 134 subsidiaries, associate companies and joint ventures. Among them is Jaguar Land Rover, in the UK and Tata Daewoo in South Korea. Tata Motors is the country's market leader in commercial vehicles and among the top four in passenger vehicles. It is also the world's fifth-largest truck and fourth-largest bus manufacturer. Tata Motors commercial and passenger vehicles are being marketed in several countries in Europe, Africa, the Middle East, South Asia, South East Asia, South America, CIS and Russia.

TML supports TMFL (through TMFHL) by way of regular equity infusions, management & systems support TML

also extends management support through representation of its senior management on TMFL’s board.

TMFL has an objective of becoming the preferred financier for Tata Motors customers and channel partners by

capturing customer spending over the vehicle life-cycle, by extending value added products combining

financing offerings with insurance and other products over a period of time. TMFL has received RBI license for

carrying on its business as a NBFC non-deposit taking systemically important (ND-SI) and has commenced it New

vehicle financing business from July 13, 2017.

Business Model

TMFL carries out its business through two models:

Direct Model – This model will operate through our own branch network and Direct Sales/Marketing agencies.

The business sourcing, collections and servicing will be done through TMFL’s own branch network as well as a

chain of sales and collection agencies.

Dealer Model – The Tata Motors’ dealer will act as a business sourcing partner. Dealers will take up the

responsibility for sourcing and servicing the customer over the life of the contract. Some of the key dealers in

certain geographies in India will also undertake the responsibility of collections from the customers and shares

certain risk of delinquency. Dealers will be remunerated for sourcing as well as for collections, based on their

sourcing and or collection performance. This model will operate through about 300+ dealerships across the

country.

27

Business verticals

TMFL provides finance for Tata Motors vehicles in the following business verticals:

1 New Vehicles Finance Business:

Commercial Vehicles – TMFL finances entire range of Commercial vehicles to transporters, fleet owners, First

Time users,

Passenger Cars - TMFL finances multi-utility vehicles (Safari/ Sumo/ Hexa/ Harrier) and passenger cars (Indica/

Indigo/Zest, Bolt, Tiago, Tigor, Nexon, Jaguar, Land Rover) mainly in the personal use segment and commercial

taxi operators.

2. Insurance Support Services: TMFL helps its customers to have vehicles’ insurance

Strengths

We believe that the following are our key strengths:

Experienced management team The Company believe that its senior management and its talented and experienced professionals are and would continue to be the principal drivers of its growth and success in all of its businesses. Its senior management team is supported by professionals from varied backgrounds who bring significant expertise in their respective lines of business. The Company believes that the extensive experience and financial acumen of its management and professionals provide it with a distinct competitive advantage. Innovative solutions model The Company focus on coverage and ability to provide innovative solutions enables it to establish long-term relationships with corporate and retail clients. The Company’s business model is based on providing services where it employ dedicated relationship and product managers for each key business line. This enables it to create capabilities and expertise for each product and which the Company believe benefits customers in achieving their desired financial objectives. Respected brand The Company’s has taken over the business of new vehicle financing from its holding Company i.e., TMF Holdings Limited (formerly Tata Motors Finance Limited) along with similar Board and management consequent to the Scheme of arrangement which became effective on May 9, 2017. The success of TMFHL has built over a period of ten years which the Company expects to carry forward and thus as a provider of financial services is built upon the reputation and client comfort built around the Tata brand. The ‘TATA’ brand is recognized as amongst the most valuable brands in the world in a brand survey undertaken by Brand Finance Plc, a UK based consultancy (Source:http://www.livemint.com/Companies/VPXs8HeCb7jEnZ2AapzB4H/At-15-billion-Tata-remains-Indias-most-valuable-brand.html). The Company believes that the Tata name is associated with trust, security, knowledge leadership and high quality services and solutions for its customers and stakeholders. The reputation of the Tata brand and the Tata ecosystem is pivotal in its ability to reach out to customers as well as to access capital for its business.

http://www.livemint.com/Companies/VPXs8HeCb7jEnZ2AapzB4H/At-15-billion-Tata-remains-Indias-most-valuable-brand.html

http://www.livemint.com/Companies/VPXs8HeCb7jEnZ2AapzB4H/At-15-billion-Tata-remains-Indias-most-valuable-brand.html

28

Controls, processes and risk management systems The Company believes that it has strong internal controls and risk management systems to assess and monitor risks across our various business lines. Its Board of Directors has appointed various committees including Asset Liability Supervisory Committee, Risk Management Committee and Audit Committee to monitor and manage risk at the standalone business level and at the consolidated company level. The Company’s risk management department operates as an independent department with a dedicated centralized risk management team. All new lines of business and product launches follow a rigorous internal approval process that requires assessing risk, client suitability, understanding regulations and understanding regulatory and internal policy compliance prior to launch. The Company believes that it has effective procedures for evaluating and managing the market, credit and other relevant risks.

Access to capital

The Company will be subject to the CAR prescribed by the RBI under the NBFC Master Directions the Company is required to maintain a CAR of 15% besides complying with other prudential norms. The Company’s CAR as on September 30, 2020 stood at 17.73%.

Strategies

Leverage the Company’s technology advantage The Company plan to continue investing in state of the art technology to significantly enhance its technical capabilities across our products and services offerings. The Company believes that we have the technological platform and information technology systems in place to support significant growth in customer base and lines of business. The Company believes that technology will enable it to respond effectively to the needs of our customers and meet competitive challenges. Attract and retain talented professionals

In financial services people are the most important asset, and it is their reputation, talent, integrity and dedication which contribute significantly to business success. The Company believe that the strong, team-based approach that exists within the organization will enable it to attract and retain employees. The Company has been successful in attracting key professionals from both Indian and foreign financial services organizations and intend to continue to seek out talent to further enhance and grow its business.

Our Services- Retail Finance Over the last few years, the financial services industry has seen significant expansion of retail credit, with retail loans, accounting for most of this growth. Despite the hardening of interest rates, there is a strong potential for sustained growth in this segment driven primarily by fundamentals, such as continued GDP growth, growth in underlying assets, increased urbanization with rising income levels, growth in organized retailing coupled with the availability of credit, etc. With an understanding of the latent potential of this segment, the Company decided to enter into the retail asset financing business. At present, the Company offer loans and used vehicles loans for Tata vehicles i.e. Passenger cars and commercial. Management The Company recognizes the importance of risk management on account of increased competition and market volatility in the financial services business. The Company regularly reviews all the Key risks prioritized for Management as a part of its enterprise risk management framework with Risk Management Committee’ of Directors. The Company is exposed to the following key risks - credit risk, operational risk, fraud risk, technology risk, liquidity risk and interest rate risk. By design, the Company caters to some high risk profile customers. The

29

Company has a well-developed and robust credit appraisal process which is amended, as required, to address any regulatory changes in the financial sector. The ‘Asset Liability Supervisory Committee’ of Directors continued to closely monitor mismatches of assets liabilities and the ‘Risk Management Committee’ of Directors oversees the management of the integrated risks of the Company The Company has consciously re-aligned assets and customer profile mix in sourcing to build a risk balanced portfolio. Risk scoring model (RSPM) has been effectively leveraged for sourcing lower-risk profiles. Behavioral scorecards and recovery models have been comprehensively used to decide collection strategy on all delinquent cases. GNPA & NPA charge have been optimized while prioritizing vehicle-sale using advanced collection analytics. Implementation of the sourcing & collections initiatives using analytical has started showing positive results in delinquency & NPA charge. The Company’s Employees The Company lays great emphasis and focus on recruitment and retention of its employees which is the most valuable asset for a service industry like ours. The Company mainly hire professionals from the financial services industry. The Company’s entry level talent intake programme injects young talent from top Business Schools across the country. The Company is a ‘talent-driven company’ – with people being its principal investment towards driving strategy, sustainability and success. With an emphasis on creating a winning culture, the Company identify and groom people who have the intrinsic desire to succeed. A robust Performance Management System helps in identification of high potential performers and ensuring adequate rewards along with career growth. The Company strive to incubate and nurture an environment of equal opportunity, high growth and meritocracy through various systems and processes. A focus on learning ensures adequate training for all employees. The Company leverage the Tata ecosystem and internal opportunities of learning, development and mobility. The Company’s internal communication processes and employee engagement initiatives ensure retention and long term engagement of its talent. The Company aspire to be an “employer of choice” in the times to come. Branding and advertising The Company use the brand name “Tata Motors finance” for its products and services and this is registered under the provisions of Trademark Act 1999. The Company’s brand is well recognized in India given its association with the name “TATA” which is a registered trademark of its ultimate promoter Tata Sons Private Limited. The “TATA” brand is recognized as among the most valuable brands in the world in a brand survey undertaken by Brand Finance Plc., a United Kingdom based consultancy (Source: livemint, September 16, 2008).

30

Corporate Structure as on September 30th, 2020:

1

MD & CEO

Internal Audit & Secretarial

COO – Regions & Collections

Chief Collections Officer*

Regional Business Head West 1

Group Chief Strategy & Risk

Officer

Head Risk & BIU

Head – RCU*

Head – Business Excellence

Head Strategic Alliance

Group CFO

Head Accounts

Head Taxation

Head – Business Planning

Head Treasury*

Head Finance & Internal Controls

CHRO*

Talent Acquisition Head

HR Shared Service & CSR Head

L&D Head

HR Ops, Compensation

PMS Head

COO – Retail Business

BH - MHCV

BH - ILSCV

BH - PV

BH - UV

BH - CLG

Talent Management, Engagement &

Business HR Head

Regional Business Head West 2

Regional Business Head East 1

Regional Business Head East 2

Regional Business Head South 1

Regional Business Head South2

Regional Business Head North 1

Regional Business Head North 2

Chief Information Officer

Head –Administration*

Marketing & Product Head

Head – Fee Income

Head –Transporter

Loan

Chief Credit Officer

Head Credit –New Vehicle

Head Credit –Used Vehicles

Head Credit -CLG

Chief Legal Officer*

Strategic Workforce

Planning Head

Corporate Legal

TMFSL function

Information on Subsidiary: Company does not have any subsidiary.

INFORMATION Tata Motors Finance Limited (Incorporated on January 24, 1989 under the Companies Act, 1956) Key management personnels of the Issuer Mr. Samrat Gupta* Managing Director and Chief Executive Officer *The Board of Directors of the Company at their meeting held on June 17, 2020 has appointed Mr. Samrat Gupta as Managing Director of the Company for a period of 5 years commencing from June 17, 2020 subject to approval of members at the ensuing General Meeting. Ms. Ridhi Gangar Chief Financial Officer (w.e.f. August 01, 2020) Mr. Vinay Lavannis Company Secretary

31

CFO of the Issuer: Ms. Ridhi Gangar Building ‘A’, Second Floor, Lodha I Think Techno Campus, Off. Pokharan Road No. 2, Thane (W)- 400607 Phone: (022) 6172 9600, Fax: (022) 61729619 Email: [email protected] Registered Office: 10th Floor, 106, Maker Chambers Ill, Jamnalal Bajaj Marg Nariman Point, Mumbal 400021. Board Line- 022-61729600 Website: www.tmf.co.in Corporate Office: Building ‘A’, Second Floor, Lodha I Think Techno Campus, Off. Pokharan Road No. 2, Thane(W)- 400607 Phone: (022) 61812900, Fax: (022) 61815817 Corporate Identification Number U45200MH1989PLC050444 dated January 24, 1989 issued by the Registrar of Companies, Maharashtra, Mumbai. NBFC registration: 13.00217 dated March 04, 1998, issued by the RBI. Arrangers for the Issue: As mentioned in the term sheet Trustee of the Issue: IDBI Trusteeship Services Limited Ground Floor, Asian Building, 17, R Kamani Rd, Ballard Estate, Fort, Mumbai, Maharashtra 400001 T: (91) (22) 40807007 Contact: Nikhil Lohana Registrar of the Issue: TSR Darashaw Consultants Private Limited 6-10, Haji Moosa Patrawala Ind. Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai - 400 011 Tel: 022-6617 8532 Contact: Mr. Prakash Sampat Credit Rating Agency for the Issue: ICRA Limited. 3rd Floor, Electric Mension, Appasaheb Marathe Marg,

http://www.tmf.co.in/

32

Prabhadevi, Mumbai – 400 025 Phone: 022 61693300 Website: www.icra.in Contact Person: Sandeep Sharma Details of the Auditors of the Company:-

Name of the Auditor Address Auditor Since

M/s BSR & Co. LLP 5th Floor, Lodha Excelus, Apollo Mills Compound, N. M. Joshi Marg, Mahalaxmi Mumbai – 400 011.

26th July, 2017

Details of Change in Auditors since last 3 years:-

Name Address Date of Appointment / Resignation

Auditor since (in case of resignation)

Remarks

M/s. Deloitte Haskins & Sells LLP

Chartered Accountants Tower 3, 27th -32ndFloor, India Bulls Finance Centre, Elphinstone Mill Compound, Senapati Bapat Marg, Elphinstone (W) Mumbai – 400 013

July 26, 2017- cessation

M/s. Deloitte Haskins & Sells LLP were appointed as Statutory Auditors of the Company for the first time in the AGM held on June 18, 2007 to examine and audit the accounts of the Company for the Financial Year 2007-08. Thereafter, it was reappointed at every AGM till the AGM of F.Y. 2016-17.

M/s. Deloitte Haskins & Sells LLP ceases to be Statutory Auditors of the Company w.e.f. July 26, 2017 due to Rotation of Auditors pursuant to section 139 of the Companies Act, 2013 and Rules made there under.

M/s BSR & Co. LLP, Chartered Accountants

5th Flr, Lodha Excelus, Apollo Mills Compound, N.M. Joshi Marg, Mahalaxmi, Mumbai-400 011

July 26, 2017- Appointment

NA Appointed at the AGM of the Company held on July 26, 2017 till the conclusion of AGM to be held in the year 2022.

Compliance Officer: Mr. Vinay B. Lavannis Building ‘A’, Second Floor, Lodha I Think Techno Campus, Off. Pokharan Road No. 2, Thane (W)- 400607 Phone: (022) 61815640, Fax: (022) 61815817 Email: [email protected]

http://www.icra.in/

mailto:[email protected]

33

Grievance Redressal: In case of any grievance relating to the issue of the NCDs by the Company, the same shall be addressed to the Compliance Officer @ [email protected]. Board of Directors

1. The details of Board of Directors of TMFL:

Name, Designation, DIN and business address of the Directors

Date of Birth and Age

Director Since

Educational Qualifications

Total Work Experience

Directorships in other Companies

Mr. Nasser Munjee, Independent Director and Chairman of the Board of Directors DCB Bank, Trade Point, Kamala Mills Compound, Lower Parel, Mumbai- 400013. DIN: 00010180

November 18, 1952 67 years

May 19, 2017

Masters in

Economics from

London School of

Economics, UK.

38 years ABB India Limited

(Retired w.e.f. July

24, 2020)

Ambuja

Cements Limited

Cummins India

Limited

DCB Bank Limited

HDFC Limited

The Indian Hotels

Company Limited

TMF Holdings

Limited

Tata Motors Finance

Solutions Limited

Aga Khan Rural

Support

Programme, India

Indian Institute For

Human Settlements

Aga Khan Foundation, India

Miraclefeet Foundation for Eliminating club foot

Jaguar Land Rover Automotive PLC, UK

Astarda Ltd., Dubai, UAE

Adsum Capital Ltd., UAE

Greenko Energy Holdings

Muniwar- Abad Charitable Trust (Chairman/ Trustee)

mailto:[email protected]

34

Mrs. Vedika Bhandarkar, Independent Director B/8 Sea Face Park, Bhulabhai Desai Road, Worli, Mumbai DIN- 00033808

December

19, 1967, 52

Years

May 19, 2017

MBA from IIM,

Ahmedabad

B.Sc from MS

University

26 years TMF Holdings Limited

Tata Motors Limited

Tata Motors Finance Solutions Limited

Tata Sky Limited

Tata Investment Corporation Limited

Jai Vakeel Foundation (NGO)

Foundation for Accessible Aquanir and Sanitation

Mr. P. S. Jayakumar,

Independent

Director

Raheja Viveria, B-

803, Sane Guruji

Marg, Byculla West,

Mumbai 400011

DIN: 01173236

April 08,

1962

58 years

July 10, 2020

M.Com,

PGDBM(XLRI), ACA

Over 30 years

Adani Ports and Special Economic Zone Limited

JM Financial Limited

Emcure Pharmaceuticals Limited

LICHFL Asset Management Company Limited

TMF Holdings Limited


Northern Arc Capital Limited

Perfios Account Aggregation Services Private Limited

Mr. P. B. Balaji,

Non Executive

Director

Tata Motors

Limited, Bombay

House,

Homi Mody Street,

Fort, Mumbai 400

001

DIN: -02762983

September

09, 1969

51 years

January 29, 2018

Mechanical

Engineer – IIT

Chennai

PGDM – IIM Kolkata


Tata Motors Finance

Solutions Limited

Tata Technologies Limited

Tata Consumer Products Limited

Jaguar Land Rover Automotive Plc., UK

Mr. Shyam Mani, Non Executive Director Building ‘A’, Second Floor, Lodha I Think

September 01,1953 67 years

March 29, 2016

B. Tech (IIT – Kanpur)


Tata Motors Finance

Solutions Limited

Tata Motors

Insurance Broking

and Advisory Services

35

Notes:

Mr. Nasser Munjee (DIN: 00010180), Non-Executive Director, has been re-designated as an Independent Director with effect from March 03, 2020.

The Board of Directors of the Company at their Meeting held on May 09,2020 has re-appointed Mrs. Vedika Bhandarkar (DIN: 00033808) as an Independent Director of the Company for the further period of 5 consecutive years commencing from May 19, 2020 which has been further approved by the members at their Annual General Meeting held on September 21, 2020.

Mr. Samrat Gupta (DIN: 07071479), has been appointed as Managing Director and Chief Executive Officer of the Company for a period of 5 years commencing from June 17, 2020 which has been further approved by the members at their Annual General Meeting held on September 21, 2020.

Mr. P. D. Karkaria (DIN: 00059397), Independent Director has retired from the Board of Directors with effect from April 01, 2020.

Mr. Girish Wagh (DIN: 03119361), Non-Executive Director has resigned from the Board of Directors with effect from June 23, 2020.

Mr. Mayank Pareek (DIN: 00139206), Non-Executive Director has resigned from the Board of Directors with effect from June 25, 2020.

Mr. P. S. Jayakumar (DIN: 01173236) has been appointed as an Independent Additional Director with effect from July 10, 2020 which has been further approved by the members at their Annual General Meeting held on September 21, 2020.

Techno Campus, Off. Pokharan Road No. 2, Thane(W)- 400607 DIN: 00273598

Limited

Tata Hitachi

Construction

Machinery Company

Private Limited

TML Business

Services Limited

[Formerly known as

Concorde Motors

(India) Limited]

TML Business

Analytics Services

Limited

Mr. Samrat Gupta, Managing Director and Chief Executive Officer Building ‘A’, Second Floor, Lodha I Think Techno Campus, Off. Pokharan Road No. 2, Thane(W)- 400607 DIN: 07071479

July 16, 1973 47 years

June 17, 2020

MBA from the University of Manchester

More than 20 years

Finance Industry

Development Council

36

The name of the Company and or any of its Directors does not appear in the defaulters' list of Reserve Bank of India except our director Mr. Nasser Munjee for which explanation is given below: One of our independent director, Mr. Nasser Munjee was also an ‘independent director’ on the board of directors of Reid & Taylor (India) Limited (“RTIL”) and we understand that the name of RTIL is on the Reserve Bank of India (”RBI”) defaulter list and we understand that RTIL has been classified by certain banks as a wilful defaulter. In this regard, the name of Mr. Munjee is also been mentioned against the name of RTIL as an independent director of RTIL. Mr. Nasser Munjee ceased to be director of RTIL with effect from September 5, 2013,

In this regard, it is pertinent to refer to the Reserve Bank of India Circular dated April 23, 2015, bearing reference number DBR.No.CID.BC.89/20.16.001/2014-15, which states as follows (and the master circular on wilful defaulter dated July 1, 2015 issued by the Reserve Bank of India which contains an identical exemption): “In view of the above statutory provisions, a non-whole time director should not be considered as a defaulter unless it is conclusively established that

a. he was aware of the fact of default by the borrower by virtue of any proceedings recorded in the Minutes of the Board or a Committee of the Board and has not recorded his objection to the same in the Minutes, or, b. the default had taken place with his consent or connivance.

However, the above exception will not apply to a promoter director, even if not a whole time director.”

We understand from Mr. Munjee that neither paragraph a nor b above apply in his case and Mr. Munjee was not promoter director of RTIL. Accordingly, we state that, though Mr. Munjee’s name currently continues to appear on the RBI defaulter list/ the list of suit filed/non-suit filed cases maintained with CIBIL in his capacity as independent director of RTIL, he should not be considered as a defaulter/ wilful defaulter in terms of the RBI directions and the continuance of his name in the list is erroneous.”

2. Details of change in directors since last five years :

Name Designation and DIN Date Of Appointment/Resignation

Director of the Company since (in case of resignation)

Remarks

Mr. C Ramakrishnan Non-Executive Director DIN – 00020076

August 03, 2015 September 18, 2007 Resigned

Mr. Mani Raman Non-Executive Director DIN: 06782708

August 03, 2015 N.A Appointed

Mr. Shailesh Harishchandra Rajadhyaksha Independent Director DIN: 00020465

Feb 23, 2016 May 12, 2003 Resigned

Mr. Hoshang Sinor Independent Director DIN – 00074905

March 29, 2016 N.A. Appointed

37

Mr. Shyam Mani Non-Executive Director DIN –00273598

March 29, 2016 N.A. Appointed

Mr. P D Karkaria Independent Director DIN: 00059397

April 1, 2017 N.A Re-appointed for a period of 3 years ending on March

31, 2020

Mr. Ravindra Pishrody Non-Executive Director DIN:01875848

May 19,2017 NA Appointed

Mr. Nasser Munjee Chairman DIN:00010180

May 19,2017 NA Appointed as Non-Executive Director

Mr. Vedika Bhandarkar Independent Director DIN- 00033808

May 19,2017 N.A Appointed

Mr. Mayank Pareek Non-Executive Director DIN – 00139206

May 19,2017 N.A. Appointed


May 19,2017 N.A. Appointed

Mr. Hoshang Sethna Non-Executive Director DIN: 00091532

May 19,2017 Aug 03, 2010 Resigned

Mr. Mani Raman Non-Executive Director DIN: 06782708

May 19,2017 Aug 03, 2015 Resigned

Mr. P.B. Balaji Non-Executive Director DIN: 02762983

January 29, 2018 N.A. Appointed

Mr. Girish Wagh Non-Executive Director DIN: 03119361

January 29, 2018 N.A. Appointed


January 31, 2018 May 19,2017 Cessation due to withdrawal of candidature of Directorship by Ultimate Holding Company i.e. Tata Motors Ltd.

Mr. Ravindra Pishrody Non-Executive Director DIN:01875848

January 31, 2018 May 19,2017 Cessation due to withdrawal of candidature of Directorship by Ultimate Holding Company i.e. Tata Motors Ltd.

38

3. Details of Promoters /Shareholders of the Company as on September 30, 2020 –

No. Name of the shareholders Total No of Equity shares

No of shares in Demat form

Total shareholding as % of total no of equity shares

No of shares pledged

% of shares pledged with respect to shares owned.

1 TMF Holdings Limited 59,005,673 59,005,673 97 NIL NIL

2 Tata Motors Finance Solutions Limited

1,822,016 1,822,016 3 Nil Nil

Total 60,827,689 60,827,689

100 Nil Nil

Mr. Hoshang Sinor, Independent Director, DIN: :00074905

March 29, 2019

NA Re-appointed (Extension) till December 05, 2019

Mr. Hoshang Sinor, Independent Director, DIN: :00074905

December 06, 2019-Retired March 29, 2016 Retired on completion of tenure

Mr. Nasser Munjee, Independent Director DIN: 00010180

March 02, 2020 NA Re-designated as an Independent Director with effect from March 03, 2020

Mr. Phillie Dara Karkaria, Independent Director DIN: 00059397

April 01, 2020 June 08, 2001 On completion of second term as an Independent Director, he ceased to be Director of Company

Mrs. Vedika Bhandarkar Independent Director DIN- 00033808

May 19, 2020 NA Re-appointed

Mr. Samrat Gupta, Managing Director and Chief Executive Officer

June 17, 2020 NA Appointed

Mr. Girish Wagh, Non-Executive Director DIN: 03119361

June 23, 2020 January 29, 2018 Resigned

Mr. Mayank Pareek, Non-Executive Director DIN – 00139206

June 25, 2020 May 19, 2017 Resigned

Mr. P. S.Jayakumar, Independent Director DIN: 01101173236

July 10, 2020 NA Appointed

http://www.mca.gov.in/mcafoportal/companyLLPMasterData.do

http://www.mca.gov.in/mcafoportal/companyLLPMasterData.do

39

Note: Shares pledged or encumbered by the promoters (if any): NIL

The detailed rating rationale (s) adopted (not older than one year on the date of opening of the issue)/ credit

rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall

be disclosed

Attached in this Disclosure Document

Debenture Trustee IDBI Trusteeship Services Ltd Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai-400001 Tel: 022 - 4080 7000 Fax: 022 – 6631 1776 Contact : Mr. Nikhil Lohana

The Debenture Trustee has given its consent vide letter dated June 06, 2019 1. All the rights and remedies of the Debenture Holders under this issue shall vest in and shall be

exercised by the Debenture Trustee in accordance with the terms of the Debenture Trust Deed. All investors under this issue are deemed to have irrevocably given their authority and consent to the Debenture Trustee appointed by the Company to act as their trustees and for doing such acts and signing such documents to carry out their duty in such capacity. Any payment by the Company to the Debenture Trustees on behalf of the Debenture holders, shall completely and irrevocably, from the time of making such payment, discharge the Company pro tanto as regards its liability to the Debenture Holders.

Copy of consent letter from the Debenture Trustee shall be disclosed: Attached and marked as Annexure A of this Disclosure Document

2. The Company undertake that it shall submit the following disclosures to the Debenture Trustee in electronic form (soft copy) at the time of allotment of the Debentures if required by applicable law:

A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the Debentures; B. Copy of last three years' audited Annual Reports; C. Statement containing particulars of, dates of, and parties to all material contracts and agreements; D. Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information(Profit & Loss statement, Balance Sheet and Cash Flow statement) and auditor qualifications, if any. E. Till the redemption of the debt securities, it shall submit the details mentioned in point (D) above to the Trustee within the timelines as mentioned in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 dated September 02, 2015 as amended from time to time, for furnishing publishing its half yearly/ annual result. Further, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual report to the Trustee and the Trustee shall he obliged to share the details submitted under this clause with all 'Qualified Institutional Buyers' (QIBs) and other existing debenture-holders within two working days of their specific request

40

Documents submitted to the exchanges The following documents have been / shall be submitted to the stock exchange:

(a) Memorandum and Articles of Association of the Issuer and the necessary resolution(s) for the allotment of the Debentures;

(b) Copy of last 3 (Three) years audited Annual Reports; (c) Statement containing particulars of, dates of, and parties to all material contracts and agreements; (d) Copy of the Board / Committee Resolution authorising the issue of Debentures and list of

authorised signatories;

(e) An undertaking stating that necessary documents for creation of charge, wherever applicable, including the Trust Deed would be executed within time frame prescribed in the relevant regulations/ act/ rules etc and the same would be uploaded on the website of Designated Stock Exchange, where the debt securities has been listed, within five working days of execution of the same.

(f) Any other particulars or documents that the stock exchange may call for as it deems fit. The Company hereby undertakes that permission/consent from the above mentioned Trustees (acting on behalf of the existing creditors/debenture holders) and other creditors holding charge on the said property has been obtained wherever it is required and applicable. Other details

i. DRR creation - No Debenture Redemption Reserve is being created for the issue of NCDs in pursuance of this Offer Document since creation of Debenture Redemption Reserve is not required for the proposed issue of Debentures. As per Companies (Share Capital and Debentures Rules, 2014), no DRR is required to be created for NCDs issued by NBFCs issued on private placement basis therefore the Company is exposed for redemption risk.

ii. Issue/instrument specific regulations – the Company will comply with all provisions of the Act, the NBFC Master Directions and all other applicable regulations of the RBI and the SEBI.

iii. Application process: As per page 70 of this Disclosure Document.

41

(V) FINANCIAL INFORMATION

Abridged version of Audited Consolidated (wherever available) and Standalone Financial Information ( like Profit & Loss statement, Balance Sheet and Cash Flow statement) for latest quarter and at least last three years and auditor qualifications , if any. Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditors qualifications, if any The following table presents the summary financial information of our Company for half year ended September 30, 2020, year ended March 31, 2020, year ended March 31, 2019, and the year ended March 31, 2018: Tata Motors Finance Limited Balance Sheet (Rs. In Lakhs) as at

Sr. No

Particulars March 31,2020 March 31, 2019 March 31, 2018

I ASSETS

1 Financial assets

(a) Cash and cash equivalents 1,90,297.62 70,079.17 18,905.98

(b) Bank Balance other than cash and cash equivalents 1,28,738.68 97,783.10 64,577.61

(c) Derivative financial instruments 7,940.77 117.79

(d) Receivables

(I)Trade receivables 18,788.70 3,387.67 2,212.93

(II) Other receivables 5,966.31 890.80 153.56

(e) Loans 27,35,732.70 30,40,680.02 21,54,379.85

(f) Investments 13,973.35 17,816.83 17,452.54

(g) Other financial assets 5,474.85 13,834.10 1,858.27

31,06,912.96 32,44,589.48 22,59,540.75

2 Non-financial assets

Current tax assets (net) 15,473.02 7,098.68 1,262.52

Deferred tax assets (net) 15,765.31 17,531.19 10,931.19

Property, plant and equipment 21,132.51 9,844.63 4,337.93

Capital work-in-progress 69.70 26.84 51.30

Other intangible assets 299.79 435.00 518.10

Other non-financial assets 14,418.01 12,195.32 4,241.84

67,158.36 47,131.66 21,342.87

3 Non-current assets held for sale 335.68

Total Assets 31,74,407.00 32,91,721.14 22,80,883.62

II EQUITY AND LIABILITIES

1 Financial liabilities

(a) Derivative financial instruments 1,025.29 230.85

(b) Payables

(I) Trade Payables

- total outstanding dues of creditors other than micro enterprises and small enterprises

23,318.28 23,658.74 13,484.26

42

(I) Other Payables


2,185.66 4,271.78 4,650.20

Debt securities 6,62,922.94 9,32,845.12 9,45,951.35

Borrowings (Other than debt securities) 18,87,531.07 17,93,378.49 9,04,173.84

Subordinated liabilities 2,01,452.34 2,00,254.92 1,75,181.80

Other financials liabilities 46,145.38 22,076.40 22,941.79

28,24,580.96 29,76,716.30 20,66,383.24

2 Non-Current Liabilities

Current tax liabilities (net) 53.31 51.65 802.41

Provisions 7,675.66 12,421.37 12,079.30

Other non-financial liabilities 5,443.14 5,855.54 5,932.86

13,172.12 18,328.56 18,814.57

3 Equity

Equity share capital 60,827.69 58,384.69 53,873.42

Instruments entirely equity in nature 25,000.00

Other equity 2,50,826.24 2,38,291.59 1,41,812.39

3,36,653.93 2,96,676.28 1,95,685.81

Total liabilities and equity 31,74,407.00 32,91,721.14 22,80,883.62

Balance Sheet (Rs. In Lakhs) as at September 30, 2020

(Rs. In Lakhs)

Sr No

Particulars As at September 30, 2020

I ASSETS 1 Financial assets (a) Cash and cash equivalents 1749,88.70

(b) Bank Balance other than cash and cash equivalents 1114,06.80

(c) Derivative financial instruments 23,45.81

(d) Receivables

i. Trade receivables 40,96.08

ii. Other receivables 34,73.80

(e) Loans 28340,02.16

(f) Investments 977,00.85

(g) Other financial assets 365,67.98

32645,82.18

2 Non-financial assets (a) Current tax assets (net) 158,02.41

(b) Deferred tax assets (net) 157,65.31

(c) Property, plant and equipment 221,04.97

(d) Capital work-in-progress 17.08

(e) Other intangible assets 2,27.59

(f) Other non-financial assets 126,95.55

666,12.91

3 Non-current assets held for sale _

43

Total assets 33311,95.09

II LIABILITIES AND EQUITY

1 Financial liabilities (a) Derivative financial instruments 38,97.17

(b) Payables

(i) Trade payables

- total outstanding dues of micro enterprises and small enterprises _

- total outstanding dues of creditors other than micro enterprises and small enterprises 245,08.74

(ii) Other payables

- total outstanding dues of micro enterprises and small enterprises

- total outstanding dues of creditors other than micro enterprises and small enterprises 17,30.43

(c) Debt securities 7249,81.36

(d) Borrowings (Other than debt securities) 19784,52.95

(e) Subordinated liabilities 1804,23.99

(f) Other financials liabilities 487,00.07

29626,94.71

2 Non-financial liabilities (a) Current tax liabilities (net) 84.94

(b) Provisions 78,03.16

(c) ther non-financial liabilities 52,12.15

131,00.25

3 Equity (a) Equity share capital 608,27.69

(b) Instruments entirely equity in nature 408,00.00

(c) Other equity 2537,72.44

3554,00.13

Total liabilities and equity 33311,95.09

TATA MOTORS FINANCE LIMITED Statement of Profit and Loss (Rs. In Lakhs) for year ended March 31, 2020, March 31, 2019 and March 31, 2018

No. Particulars March 31, 2020 March 31, 2019 March 31, 2018

I. Revenue from operations 3,69,254.92 3,13,593.07 2,34,469.36

II. Other income 15,928.03 11,352.90 9,949.05

III Total revenue (I + II) 3,85,182.95 3,24,945.98 2,44,418.41

IV Expenses:

1 Finance cost 2,47,977.66 2,04,057.44 1,41,654.47

2 Impairment of financial instruments and other assets 60,438.38 28,586.90 10,495.47

44

3 Employee benefits expenses 24,796.89 28,470.59 25,587.23

4 Depreciation and amortization 4,563.21 1,678.49 1,254.78

5 Other expenses 44,485.63 48,364.89 44,566.34

IV Total expenses 3,82,261.77 3,11,158.31 2,23,558.28

V Profit / (Loss) before exceptional items and tax (III-IV)

2,921.18 13,787.66 20,860.13

VI Exceptional items

VII Profit / (Loss) before tax (V - VI) 2,921.18 13,787.66 20,860.13

VIII Tax expense

(1) Current tax 0.00 0.00 -1,899.46

(2) Deferred tax -2,994.74 -6,600.00 -4,449.35

Total tax expense -2,994.74 -6,600.00 -6,348.81

IX. Profit / (Loss) for the period from continuing operations (VII-VIII)

5,915.92 20,387.66 27,208.93

X. Other comprehensive income / (loss)

(A). (i) Items that will not be reclassified to profit or loss:

a) Remeasurement gains and (losses) on defined benefit obligations (net)

216.11 402.03 686.79

a) Equity instruments fair value through other comprehensive income

-1,727.01 527.67 532.86

(ii) Income tax relating to items that will not be reclassified to profit or loss

Subtotal (A) -1,510.90 929.70 1,219.65

(B). (i) Items that will be reclassified to profit or loss:

a) Gains and (losses) in cash flow hedges -4,388.13 -377.10

b) Debt Instruments through Other Comprehensive Income

13,623.53

(ii) Income tax relating to items that will be reclassified to profit or loss

-4,760.60

Subtotal (B) 4,474.80 -377.10 0.00

Total other comprehensive income/(loss) for the period (net of tax)

2,963.90 552.60 1,219.65

XI Total comprehensive income / (loss) for the period (net of tax) (IX+X)

8,879.82 20,940.26 28,428.58

45

Statement of Profit and Loss (Rs. In Lakhs) for period ended September 30, 2020

Sr. No

Particulars For the period ended September 30, 2020

Revenue from operations

(a) Interest income 1663,12.73

(b) Dividend income 61.98

(c) Rental income 29,44.95

(d) Net gain on fair value changes 51,59.12

(e) Other fees and service charges 16,80.90

I Total Revenue from operations 1761,59.68

II Other income 77,26.48

III Total income (I + II) 1838,86.16

IV Expenses

(a) Finance cost 1133,66.29

(b) Impairment of financial instruments and other assets 324,63.23

(c) Employee benefits expenses 115,78.01

(d) Depreciation, amortization and impairment 29,02.22

(e) Other expenses 153,92.83

Total expenses 1757,02.58

V Profit/(loss) before exceptional items and tax (III - IV) 81,83.58

VI Exceptional items _

VII Profit/(loss) before tax (V - VI) 81,83.58

VIII Tax expense / (income)

Current tax _

Deferred tax 2,24.57

Total tax expense 2,24.57

IX Profit for the period from continuing operations (VII - VIII) 79,59.01

X Profit for the period 79,59.01

XI Other comprehensive income

A i. Items that will not be reclassified to profit or loss

a. Equity Instruments through Other Comprehensive Income 14,99.87

Subtotal (A) 14,99.87

B i. Items that will be reclassified to profit or loss

a. Net Gains/(losses) on cash flow hedges (28,61.36)

b. Debt Instruments through Other Comprehensive Income (6,42.65)

46

ii. Income tax relating to items that will be reclassified to profit or loss 2,24.57

Subtotal (B) (32,79.44)

Other Comprehensive Income (A + B) (17.79.57)

XII Total comprehensive income for the period 61,79.44

XIII Earnings per equity share of ₹ 100 each (not annualised)

Basic (in ₹) 4.67

Diluted (in ₹) 4.67

TATA MOTORS FINANCE LIMITED Audited Cash Flow Statement for last three years

No. Particulars For the year

ended March 31, 2020

For the year ended

March 31, 2019

For the year ended

March 31, 2018

A. CASH FLOWS FROM OPERATING ACTIVITIES

Net Profit/(loss) before tax 2,921.18 13,787.66 208,60.12

Interest income on loans, deposits & investments (3445,42.25) (2999,04.91) (2250,26.08)

Interest expenses and other finance costs 2475,17.07 2040,57.44 843,12.98

Interest expense on assets taken on lease 4,60.59

Dividend income (4,45.47) (3,55.09) (4,05.80)

Discounting charges/premium on Commercial paper & Zero coupon bonds

573,41.49

Gain on sale of investments (81,40.71) (15,70.52) (8,96.05)

MTM on investments measured at fair value through profit or loss

20,37.36 (1,65.74) (2,83.43)

Provision for doubtful loans (net of writeoff) 608,05.98 286,53.38 92,30.35

Provision for doubtful loans and advances (others) (3,67.60) (,66.49) 12,65.12

MTM of derivatives not designated as hedges 4,41.96 (1,17.79)

Provision for consumer disputes

(,18.97)

Provision for indirect taxes

,6.67

Depreciation and amortisation expense 45,63.21 16,78.49 12,54.78

Loss on sale of property, plant & equipments (including write off)

,38.23 ,12.40 1,30.70

Balances written back (33,00.15) (12,66.86) (11,54.90)

Operating cash flows before working capital changes

(380,10.61) (552,58.03) (533,83.03)

Movements in working capital: Trade payables ,44.09 114,41.34 (35,97.29)

Other payables (20,86.12) (3,78.42) 4,14.57

Other financial liabilities 188,66.66 (22,11.83) 61,07.94

Other non financial liabilities (4,12.40) (,77.32) 46,48.23

Trade receivables (154,35.53) (11,74.73) (15,51.97)

Other receivables (50,75.51) (7,37.25) 5,81.82

Other financial assets (19,14.80) 4,44.02 3,58.84

Provision (16,14.00) 3,42.06 (,71.71)

47

Loans 2741,00.82 (9183,09.45) (5136,86.86)

Other non financial assets 19,42.51 (70,06.78) 32,59.84

2,30,405.11 (9729,26.39) (5569,19.63)

Current taxes paid (net) (83,72.68) (65,86.92) (44,36.10)

Interest expenses and other finance costs paid (2543,91.38) (2055,55.84) (894,73.32)

Interest income received on loans, deposits and investments

3384,80.36 2911,90.96 2232,56.84

Discounting charges/premium on Commercial paper & Zero coupon bonds paid

(533,85.63)

Net cash from operating activities 3,06,121.42 (8938,78.19) (4809,57.83)

B. CASH FLOWS FROM INVESTING ACTIVITIES

Payments for property, plant & equipments (including CWIP)

(138,73.46) (76,09.39) (32,57.95)

Proceeds from sale of property, plant & equipments

4,51.47 ,41.16 ,34.78

Payments for intangible assets

(10,76.54)

Purchase of mutual fund units (104542,12.00) (17481,10.00) (8956,05.00)

Redemption of mutual fund units 104623,52.71 17496,80.52 9060,01.13

Proceeds from redemption of preference shares ,99.98

Investment in Trust securities (,20.87) (,20.86) (,16.86)

Realisation on distribution from Trust securities

- ,39.82

Investment in equity shares

- (4,61.65)

Proceeds from sale of equity shares

- 16,21.16

Dividend income 4,45.47 3,55.09 4,05.80

Deposits/restricted deposits with banks (436,97.32) (435,59.95) (121,65.84)

Realisation of deposits/restricted deposits with banks

127,41.74 103,54.47 49,33.63

Net cash used in investing activities (357,12.28) (388,68.98) 4,52.48

C. CASH FLOWS FROM FINANCING ACTIVITIES Share issue expenses (,15.00) (4,58.20) (,89.60)

Proceeds from issue of equity share capital 150,00.00 300,00.00 300,00.00

Proceeds from issue of Compulsory convertible preference shares

696,00.00 300,00.00

Proceeds from Debt securities 20737,41.49 26503,19.33 19702,99.04

Repayment of Debt securities (23440,04.19) (26620,25.46) (17137,61.64)

Proceeds from Subordinated liabilities 299,50.00 250,00.00 250,00.00

Repayment of Subordinated liabilities (288,95.00)

Proceeds from borrowings (other than debt securities)

16029,21.46 29484,33.55 8611,78.83

Repayment of borrowings (other than debt securities)

(15132,74.69) (20662,29.69) (7179,54.51)

Interest payment on purchase of Right of use assets

(4,60.27)

Principal payment on purchase of Right of use assets

(12,67.33)

Proceeds from issue of Perpetual debt 250,00.00

Perpetual debt issue expenses (4,64.29)

Dividend paid (84,22.87) (107,19.17) (68,05.80)

Net cash used in financing activities (1501,90.69) 9839,20.36 4778,66.32

48

Net (decrease)/ increase in cash and cash equivalents (A + B + C)

1202,18.45 511,73.19 (26,39.03)

Cash and cash equivalents at the beginning of the year

70,079.17 18,905.98 215,45.00

Cash and cash equivalents at the end of the year 1,90,297.62 70,079.17 189,05.98

Net (decrease)/ increase in cash and cash equivalents

1,20,218.45 51,173.19 (26,39.02)

(Rs in lacs)

Particulars For the year ended March 31, 2020

For the year ended March 31, 2019


Cash and cash equivalents at the beginning of the year

700,79.17 189,05.98 215,45.00

Cash and cash equivalents at the end of the year

1902,97.62 700,79.17 189,05.98

Audited Cash Flow Statement for period ended September 30, 2020

Sr No


A. CASH FLOW FROM OPERATING ACTIVITIES

Net profit/(loss) before tax 81,83.58

Adjustments for:

Interest income on loans, deposits & investments (1663,12.73)

Finance costs (other than Interest expense on assets taken on lease) 1131,47.13

Interest expense on assets taken on lease 2,19.16

Dividend income (61.98)

Gain on sale of investments (31,49.69)

MTM on investments measured at fair value through profit or loss (20,09.43)

Allowance for loan losses (net of writeoff) 319,41.79

Allowance for doubtful loans and advances (others) (net of writeoff) (18.14)

Depreciation and amortization 29,02.22

(Profit)/loss on sale of capital assets (incl. capital assets held for sale) (16,42.43)

Balances written back 82.61

Fair value changes on derivative instruments 5,90.61

Non cash changes in lease liabilities (76.10)

Operating cash flow before working capital changes (162,03.40)

Movements in working capital

Trade payables 10,81.56

Other payables (4,55.24)

Other financial liabilities 19,19.99

Other non financial liabilities 6,18.01

Trade receivables 146,77.63

Other receivables 24,92.51

Other financial assets (283,74.71)

Provisions 1,27.50

Loans (991,16.67)

Non financial assets (1,22.98)

49

(1233,55.80)

Current taxes refund/(paid) (net) (2,97.75)

Finance costs paid (1372,91.35)

Interest income received on loans, investments & deposits 1319,18.97

Net cash (used in)/generated from operating activities (1290,25.93)

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of capital assets (19,65.52)

Proceeds from sale of capital assets 1,68.30

Purchase of mutual fund units (40303,65.15)

Redemption of mutual fund units 39533,01.21

Investment in Trust securities (4.58)

Proceeds from sale of assets held for sale 11,00.00

Proceeds from sale of preference shares _

Dividend income 61.98

Deposits/restricted deposits with banks (121,10.62)

Realisation of deposits/restricted deposits with banks 294,42.49

Net cash used in investing activities (603,71.89)

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from issue of equity shares (net of issue expenses) _

Proceeds from Debt securities 13298,38.25

Repayment of Debt securities (12414,25.73)

Proceeds from Subordinated liabilities -

Repayment of Subordinated liabilities (211,00.00)

Proceeds from borrowings (other than debt securities) 5128,63.98

Repayment of borrowings (other than debt securities) (4178,88.72)

Interest payment on purchase of Right of use assets (2,15.61)

Principal payment on purchase of Right of use assets (5,50.04)

Proceeds from issue of Instruments entirely equity in nature (net of issue expenses)

155,66.77

Distributions made to holders of Instruments entirely equity in nature (11,50.00)

Dividend paid (including Dividend distribution tax) (18,50.00)

Net cash from financing activities 1740,88.90

Net (decrease)/increase in cash and cash equivalents (A + B + C) (153,08.92)


Cash and cash equivalents at the beginning of the period/year 1902,97.62

Cash and cash equivalents at the end of the period/year (Refer Note 5) 1749,88.70

Note: Finance costs has been considered as arising from operating activities in view of the nature of the Company's business. Note: The detailed financials of the company will be provided to the investors as and when required.

50

Key Operational and Financial Parameters for the last 3 Audited years: Financial Information for TMFL (Rs. In Lakhs) for half year ended September 30, 2020, year ended March 31, 2020, March 31, 2019 and March 31, 2018.-

Particulars Sept-20 Mar-20 Mar-19 Mar-18

Net worth 3,55,400 3,36,654 2,96,676 1,95,686

Total Debt of which:

-Non-Current Maturities of Long-Term Borrowing 13,83,344 13,57,884 14,02,326 9,20,710

- Short Term Borrowing 8,50,783 7,45,506 9,60,635 7,80,445

- Current Maturities of Long-Term Borrowing 6,49,731 6,48,516 5,63,518 3,24,152

Net Fixed Assets (including Capital work in progress) 22,350 21,502 10,306 4,907

Non-Current Assets (including Investment, DTA and others)

1,33,190 1,40,319 79,492 42,383

Cash and Cash Equivalents 1,74,989 1,90,298 70,079 18,906

Current Assets 1,66,664 86,556 91,164 60,308

Current Liabilities 66,908 66,445 55,341 47,680

Assets Under Management (excluding Direct Assignment)

28,34,002 27,35,733 30,40,680 21,54,380

Off Balance sheet Assets NA NA NA NA

Interest Income 1,66,313 3,44,542 2,99,905 2,25,026

Interest Expense (including other finance charges) 1,13,366 2,47,978 2,04,057 1,41,654

Provisioning & Write-offs 32,463 60,438 28,587 10,495

PAT (Total comprehensive income / (loss) for the period (net of tax))

6,179 8,880 20,940 28,429

Gross NPA (%) 5.37% 5.89% 2.92% 4.69%

Net NPA (%) 4.01% 5.10% 1.52% 3.27%

Tier I Capital Adequacy Ratio (%) 12.86% 12.87% 10.93% 11.81%

Tier II Capital Adequacy Ratio (%) 4.87% 3.98% 4.32% 4.75%

-Summary of reservations or qualifications or adverse remarks of auditors in the last three years and their

impact on the financial statements and financial position of TMFL and the corrective steps taken and proposed

to be taken by TMFL for each of the said reservations or qualifications or adverse remark.

For FY 17-18: NIL For FY 18-19: NIL For FY 19-20: NIL

51

(VII) BRIEF HISTORY, CAPITAL STRUCTURE, PURPOSE AND OBJECTS OF THE ISSUE

Brief History The Company was incorporated on January 21, 1989 with the Registrar of Companies, Maharashtra, Bombay (Registration Number CIN: U45200MH1989PLC050444). The Registered Office of the Company is situated at 10th Floor, 106 A & B, Maker Chambers III, Nariman Point, Mumbai – 400 021. The name of company has been changed to Tata Motors Finance Limited w.e.f. June 30, 2017 TMFL has been registered with the RBI as a Systemically Important Non Deposit Accepting Investment & Credit Company (NBFC-ICC).

1. Details of Share Capital as on September 30, 2020

2. Changes in its Capital Structure for the Last Five years:-

Date of Change

(AGM/EGM) Amount & Particulars

June 29, 2019 Allotment of 24,42,996 Equity Shares of Rs. 100/- each at a price of Rs. 614/- each aggregating

to Rs. 149,99,99,544/-

March 18, 2019 Allotment of 22,55,639 Equity Shares of Rs. 100/- each at a price of Rs. 665/- each aggregating

to Rs. 149,99,99,935/-

February 28, 2019 Allotment of 22,55,639 Equity Shares of Rs. 100/- each at a price of Rs. 665/- each aggregating

to Rs. 149,99,99,935/-

September 18,

2018

Allotment of 1,85,00,000 Non-Cumulative, Non-Participating Compulsorily Convertible

Preference Shares (CCPS) of Rs. 100/- each at price of Rs. 200/- each shares aggregating to Rs.

370,00,00,000/-

Particulars Aggregate Nominal Value

(in Rs.)

Share Capital

Authorized

12,00,00,000 Equity shares of Rs. 100 each 12,00,00,00,000

8,00,00,000 Preference Shares of Rs. 100 each 8,00,00,00,000

Issued

60,827,689 Equity Shares of Rs. 100 each 60,82,768,900

7,23,00,000 Compulsorily Convertible Preference Shares of Rs. 100 each 723,00,00,000

Subscribed & Paid Up

60,827,689 Equity Shares of Rs. 100 each 60,82,768,900

7,23,00,000 Compulsorily Convertible Preference Shares of Rs. 100 each 7,23,00,00,000

52

June 12, 2018

Allotment of 1,63,00,000 Cumulative, Non-Participating Compulsorily Convertible Preference

Shares (CCPS) of Rs. 100/- each at price of Rs. 200/- each shares aggregating to Rs.

326,00,00,000/-

June 06, 2018

Memorandum of Association was modified for the re-classification the Authorized Share Capital

of the Company

from

the existing Rs.2000,00,00,000/- (Rupees Two Thousand Crore) divided into 15,00,00,000

(Fifteen Crore) Equity shares of Rs.100/- each and 5,00,00,000 (Five Crore) Preference shares of

Rs. 100/- each

to

Rs.2000,00,00,000/- (Rupees One Thousand and Five Hundred Crore only) divided into

12,00,00,000 (Twelve Crores) Equity shares of Rs. 100/- each for an aggregate amount of Rs.

1200,00,00,000/- (Rupees One Thousand Twelve Hundred Crore) and 8,00,00,000 (Eight Crore)

Preference shares of Rs. 100/ of an aggregate amount of Rs. 800,00,00,000 (Rupees Five

Hundred Crores).

March 31, 2018

Allotment of 15,000,000 Cumulative, Non-Participating Compulsorily Convertible Preference


30,00,000,000/-

January 12, 2018 Allotment of 47,24,409 Equity Shares of Rs. 100 each at price of Rs. 635/- each shares

aggregating to Rs. 29,99,999,715/-

March 31, 2017

Allotment of 39,826,990 Equity Shares of Rs. 100/- each at price of Rs. 578/- each shares


March 31, 2017

Allotment of 22,500,000 Cumulative, Non-Participating Compulsorily Convertible Preference


45,00,000,000/-

March 31, 2017

Allotment of 17,30,104 Equity Shares of Rs. 100/- each at price of Rs. 578/- each shares


March 20, 2017

Memorandum of Association was modified to increase the Authorized Capital of the Company

from the existing Rs.76,50,00,000/- (Rupees Seventy Six Crores and Fifty Lakhs divided into

76,50,000 (Seventy Six Lakhs Fifty Thousand) Equity shares of Rs.100/- each to

Rs.1500,00,00,000/- (Rupees One Thousand and Five Hundred Crore only) divided into

10,00,00,000 (Ten Crores) Equity shares of Rs. 100/- each of an aggregate amount of Rs.

1000,00,00,000/- (Rupees One Thousand Crore) and 5,00,00,000 (Five Crore) Preference shares

of Rs. 100/- each of an aggregate amount of Rs. 500,00,00,000 (Rupees Five Hundred Crores).

January 2, 2017

Allotment of 91,912 Equity Shares of Rs. 100/- each at price of Rs. 544/- each shares


53

Sept 19, 2016

Memorandum of Association was modified to increase the Authorized Capital of the Company

from the existing Rs. 75,00,00,000 (Rupees Seventy-Five Crore Only) divided into 75,00,000

Equity Shares of Rs 100 each to Rs. 76,50,00,000 (Rupees Seventy-Six Crore and Fifty Lakh Only)

divided into 76,50,000 Equity Shares of Rs.100 each”

Note: The authorized equity share capital of Rs. 500 crores was transferred from TMF Holdings Limited to the Company pursuant to the order of National Company Law Tribunal (NCLT) dated April 06, 2017 and accordingly authorized equity share capital of the Company was increased by Rs. 500 crores.

3. Share Capital History of the Company, for the last five years:-

Date Of

Allotment

No of

Shares

Allotted

Face

Value

(In Rs.)

Issue

Price

(In Rs.)

Form of

Considerat

ion

(In Rs.)

Nature

Of

Allotme

nt

Type Rema

rks

No of

Shares

Share

Capital

Share

Premium

June 29,

2019

24,42,996

Equity

Shares

Rs.100/- Rs. 614/-

each

Cash

149,99,99,

544/-

Demat 24,42,996 24,42,99,

600

125,56,99,944

March 18,

2019

22,55,639

Equity

Shares

Rs.100/- Rs. 665/-

each

Cash

149,99,99,

935/-

Demat 22,55,639 22,55,63,

900

127,44,36,035

Feb 28,

2019

22,55,639

Equity

Shares

Rs.100/- Rs. 665/-

each

Cash

149,99,99,

935/-

Demat 22,55,639 22,55,63,

900

127,44,36,035

Sept 18,

2018

1,85,00,00

0 CCPS of

Rs. 100/-

each at

price of Rs.

200/- each

shares

aggregatin

g to Rs.

370,00,00,

000

Rs.100/- Rs.200/-

each

Cash Rs.

370,00,00,

000/-

Demat 1,85,00,000 185,00,0

0,000

185,00,00,000

June 12,

2018

1,63,00,00

0 CCPS of

Rs. 100/-

each at

price of Rs.

200/- each

shares

aggregatin

g to Rs.

326,00,00,

000/-

Rs.100/- Rs.200/- Cash Rs.

326,00,00,

000/-

Demat 1,63,00,000 163,00,0

0,000

163,00,00,000

54

March 31,

2018

1,50,00,00

0 CCPS of

Rs. 100/-

each at

price of Rs.

200/- each

shares

aggregatin

g to Rs.

300,00,00,

000/-

Rs.100/- Rs.200/- Cash Rs.

300,00,00,

000/-

Demat 1,50,00,000 150,00,0

0,000

150,00,00,000

January

12, 2018

47, 24, 409

Equity

Shares of

Rs.100/-

each

Rs.100/- Rs. 635/- Cash Rs.

299, 99,

99, 715/-

Demat 47, 24, 409 47, 24,

40,900

252,75,58,815

March 31,

2017

39,826,990

Equity

Shares of

Rs. 100/-

each

Rs.100/- Rs. 578/- Cash Rs.

23,020,000

,220/-

Demat

39,826,990 398,26,9

9,000

1903,73,01,22

0

March 31,

2017

22,500,000

Cumulativ

e, Non-

Participati

ng

Compulsor

ily

Convertibl

e

Preference

Shares

(CCPS) of

Rs. 100/-

each

Rs.100/- Rs.200/-

Cash Rs.

45,00,000,

000/-

Demat

22,500,000 2250000

000

2250000000

March 31,

2017

17,30,104

Equity

Shares of

Rs.100/-

each

Rs.100/- Rs.578/- Cash

Rs.

100,00,00,

112/-

Demat

17,30,104 17,30,10,

400

82,69,89,712

January 2,

2017

91,912

Equity

Shares of

Rs. 100/-

each

Rs.100/- Rs.544/-

Cash Rs.

5,00,00,12

8/-

Demat

91,912 91,91,20

0

4,08,08,928

Share

capital of

the

Company

75,00,000

Equity

Shares of

Rs.100/-

Rs.100/- Cash of Rs.

75,00,00,0

00/-

Demat 75,00,000 75,00,00,

000

0

55

Note: We have not issued any securities for consideration other than cash

4. Share holding pattern of the Company as on September 30, 2020:

Name of the Shareholder Total Number of Shares held

Amt paid up (Rs) No. of shares in demat

form

% of Total

TMF Holdings Limited 59,005,666 59,00,566,600 59,005,666 97.00

TMF Holdings Limited J/W Mr. Shyam Mani

1 100 1

TMF Holdings Limited J/W Mr. Rohit Sarda

1 100 1

TMF Holdings Limited J/W Mr. Vinay Lavannis

1 100 1

TMF Holdings Limited J/W Mr. Anand Bang

1 100 1

TMF Holdings Limited J/W Mr. Samrat Gupta

1 100 1

TMF Holdings Limited J/W Mr. P.B. Balaji

1 100 1

TMF Holdings Limited J/W Mr. Alok Chadha

1 100 1


1,822,016 1,82,201,600 1,822,016 3.00

TOTAL 60,827,689 60,82,768,900 60,827,689 100.00

as on the

date of

acquisition

of Sheba

Properties

Limited by

TMF

Holdings

Limited

(formerly

known as

Tata

Motors

Finance

Limited)

each

56

PREFERENCE SHARE CAPITAL:

Particulars Total Number of Shares

held Amt paid up (Rs)

No. of shares in demat

form

% of Total

Promoters’ holding :

Indian :

Individual Nil

Nil

Bodies Corporate 43,500,000 43,50,000,000 43,500,000 60.17

Sub Total 43,500,000 43,50,000,000 43,500,000 60.17

Foreign Promoters Nil

Nil Nil

Sub Total (A) 43,500,000 43,50,000,000 43,500,000 60.17

Non- Promoters’ holding :

Institutional Investors Nil

Nil Nil

Mutual Funds/ Alternative Investment Funds

4,36,872 43,687,200

4,36,872 0.60

Non- Institution :

Private Corporate Bodies (Corporate Bodies & LLPs)

22,007,359 22,00,735,900

22,007,359 30.44

Directors and Relatives Nil

Nil Nil

Indian Public (Individuals) 43,55,769 4,35,576,900 43,55,769 6.02

Others (Including/ NBFCs and Trusts) 2,000,000 2,00,000,000 2,000,000 2.77

Sub Total(B) 28,800,000 28,80,000,000 28,800,000 39.83

TOTAL 72,300,000 72,30,000,000 72,300,000 100.00

No pledge and encumbrance of shares by the promoters as of September 30, 2020

5. List of Ten largest equity shareholders of TMFL as on September 30, 2020:

Sr. No.

Name and address of the Shareholder Total No. of Equity Shares held

No Of Shares In Demat Form

Percentage (%) to Capital

1 TMF Holdings Limited 59,005,673 59,005,673 97

2 Tata Motors Finance Solutions Limited

1,822,016 1,822,016 3

Total 60,827,689 60,827,689 100.00

57

(VIII) DISCLOSURES ON EXISTING FINANCIAL INDEBTEDNESS

Details of borrowing outstanding as of September 30, 2020 (Rs in Crs) :

1. Details of Secured Borrowings

Cash Credit facilities (INR Crores)-

Lender`s Name Sanction Amount Principal Outstanding

Axis Bank 10 0

Bank of India 100 93

Bank of Baroda 140 134

Bank of Maharashtra 5 0

Bank of Bahrain & Kuwait BSC 0 0

Canara Bank 80 60

Central Bank of India 40 30

Corporation Bank 10 0

Deutsche Bank* 3 0

DBS Bank 0 0

First Rand Bank 32 0

HDFC Bank 80 0

ICICI Bank 200 0

IDFC First Bank 26 0

Indusind Bank 10 0

Oriental Bank of Commerce 40 0

Punjab National Bank 200 175

RBL Bank 10 0

State Bank of India 800 0

South Indian Bank 0 0

Standard Chartered Bank 200 0

Syndicate Bank 1 0

UCO Bank 0 0

Union Bank of India 120 111

United Bank of India 80 0

Total 2,187 603

* Unsecured CC Facility

58

2. Details of WCDL facilities as part of CC limits :

Lender`s Name Type of Facility

Sanction Amount

Principal Outstanding

Last Repayment Date

State Bank of India WCDL 200 200 07-Oct-20

Bank of India WCDL 150 150 09-Oct-20

RBL Bank WCDL 140 140 06-Oct-20

UCO Bank WCDL 100 100 23-Oct-20

Union Bank of India WCDL 150 150 17-Oct-20

Axis Bank WCDL 50 50 26-Oct-20

DBS Bank WCDL 100 100 09-Nov-20

Dhanlaxmi Bank WCDL 85 85 17-Nov-20

United Bank of India WCDL 120 120 04-Dec-20

South Indian Bank WCDL 150 150 24-Dec-20

Bank of Baroda WCDL 210 210 27-Jan-21

IDFC First Bank WCDL 80 80 26-Feb-21

Punjab National Bank WCDL 300 300 23-Feb-21

DBS Bank WCDL 100 100 07-May-21

Oriental Bank of Commerce WCDL 60 60 17-May-21

Union Bank of India WCDL 30 30 17-May-21

HDFC Bank WCDL 80 80 19-May-21

HDFC Bank WCDL 40 40 16-Jul-21

Central Bank of India WCDL 160 160 22-Jul-21

Canara Bank WCDL 120 120 28-Jul-21

Syndicate Bank WCDL 9 9 29-Apr-21

Bank of Maharashtra WCDL 45 45 26-Aug-21

Corporation Bank WCDL 190 190 03-Sep-21

IDFC First Bank WCDL 100 100 30-Apr-21

WCDL

Total 2,769 2,769

CC/ WCDL lines are interchangeable except mentioned below

SBI Rs 300 Crs earmarked as CP

IDFC Includes Rs. 50 Crs as Sub limit of CC/OD. Total WCDL/FCNR/FCDL limit is Rs. 300 Crs

IDFC Interchangeable with BG IDFC FX limit is Rs 30 Crs, which is over and above the existing limit IDFC IDFC Rs 100 Crs WCDL, is FCNR, fully hedged DBS CC Limit of Rs 25 Crs is a sublimit of WCDL Limit is Rs 200 CBI CC Limit is of Rs 40 Crs and WCDL Limit is of Rs 160 Crs Indusind CC Limit of Rs 4 Crs is a sublimit of WCDL Limit is Rs 10

59

3. Secured Term Loans as on September 30, 2020 in Crs:

Lender`s Name Sanction Amount Principal Outstanding Last Repayment Date

Axis Bank 75 75 17-Sep-21

Axis Bank 100 100 30-Dec-22

Bank of Bahrain & Kuwait BSC 55 55 23-Feb-21

Bank of Baroda 219 219 19-Mar-23

Bank of India 6 6 31-Dec-20

Bank of India 13 13 29-Jan-21

Bank of India 13 13 26-Feb-21

Bank of India 6 6 14-Mar-21


Bank of India 200 200 24-Mar-22

Bank of India 500 500 05-Oct-23


Bank of India 200 200 08-Feb-24

Bank of Maharashtra 25 25 30-Dec-20

Bank of Maharashtra 50 50 26-Feb-21

Bank of Maharashtra 125 125 22-Mar-21

Bank of Maharashtra 200 200 26-Aug-23

Bank of Maharashtra& 300 300 14-Sep-24

Canara Bank 6 6 29-Jan-21

Canara Bank 25 25 26-Feb-21

Canara Bank 63 63 14-Mar-21

Canara Bank 25 25 22-Mar-21

Canara bank 15 15 28-Dec-21

Canara bank 30 30 30-Mar-22

Canara bank 100 100 28-Feb-23

Canara bank 325 325 28-Mar-23

Canara bank 300 300 28-Jun-23

Central Bank of India 50 50 28-Dec-21

Central Bank of India 250 250 28-Dec-21

Central Bank of India 100 100 24-Feb-25

Central Bank of India 200 200 20-Mar-25

Corporation Bank 25 25 29-Sep-21

Corporation Bank 50 50 26-Mar-23



Deutsche Bank 400 0 -

The Federal Bank 67 67 29-Jun-22

The Federal Bank 150 150 01-Nov-22

HDFC Bank 114 114 26-Apr-22

Indian Bank 200 200 26-Sep-23

Indian Bank 500 200 30-Mar-25

ICICI Bank 200 200 28-Mar-22

60

Karnataka Bank 60 60 27-Aug-21

MUDRA 133 133 10-Jan-21

MUDRA 83 83 10-Oct-21

Oriental Bank of Commerce 19 19 22-Mar-21

Oriental Bank of Commerce 25 25 28-Sep-21

Oriental Bank of Commerce 38 38 29-Dec-21

Oriental Bank of Commerce 56 56 27-Mar-22

Oriental Bank of Commerce 175 175 17-Jun-24

Punjab National Bank 500 500 28-Sep-23

SIDBI 282 282 10-May-24

SIDBI 350 350 10-Apr-21

State Bank of India 234 234 30-Jun-24





Syndicate Bank 13 13 30-Dec-20

Syndicate Bank 13 13 29-Jan-21

Syndicate Bank 25 25 22-Jun-21

UCO Bank 100 100 31-Dec-23

Union Bank of India 225 225 30-Sep-21

Union Bank of India 200 200 27-Dec-21

Union Bank of India 75 75 27-Mar-22

Union Bank of India 208 208 19-Mar-23

Union Bank of India 100 100 06-Jul-25



Vijaya Bank (now BOB) 50 50 30-Mar-21



Vijaya Bank (now BOB) 400 400 04-Aug-23

Australia & New Zealand Bank@ 432 432 29-Aug-22

Barclays PLC Bank@ 209 209 25-Apr-22

CITI Bank* 171 171 29-Jun-21

CTBC Bank@ 144 144 29-Aug-22

DBS Bank@ 105 105 25-Apr-22

DBS Bank @ 105 105 25-Apr-22

Korean Development Bank 72 72 29-Aug-22

IFC # 359 359 25-Nov-24

IFC # 180 180 25-Nov-24

IFC # 180 180 25-Nov-24

Total 12,630 11,930

61

CITI* USD 25 Mn FCNR Loan

IFC # USD 100 Mn ECB @Others USD 150 mn ECB &BOM – Dropline CC Facility Note 1: Security created on the secured loans and secured CC and WCDL as First Pari passu charge (along with other lenders) on the current assets and receivables of the Company by way of Security Trustee Agreement cum Deed of Hypothecation dated January 12, 2007, amendatory agreement dated January 20, 2009 and supplement security Trustee Cum Deed of Hypothecation Agreement dated November 16, 2018 Note 2: The CC lines have no Repayment date, they are repayable on demand. The security for the above borrowings is governed primarily by the Security Trustee Agreement cum Deed of Hypothecation dated January 12, 2007 as amended by amendatory agreement dated January 20, 2009 and supplement security Trustee Cum Deed of Hypothecation Agreement dated November 16, 2018 entered into between the Company with Vistra ITCL (India) Limited (“Security Trustee”) along with the various lenders.

4. Details of Unsecured Loan Facilities in Crs as on September 30, 2020:-

Lender`s Name Type of Facility

Sanction Amount

Principal Outstanding

Last Repayment Date

Axis Bank Term Loan 6 6 30-Dec-2020



Bank of Baroda Term Loan 75 75 28-Dec-2021



Syndicate Bank Term Loan 13 13 29-Jan-2021

Syndicate Bank Term Loan 25 25 10-Mar-2021

Jammu & Kashmir Bank Term Loan 100 100 08-Mar-2021

Jammu & Kashmir Bank Term Loan 100 100 01-Jun-2021

Total 663 663

5. Details of Secured Listed NCD’s in Crs as on September 30, 2020:

Debenture Series

Tenor (Yrs)

Coupon (Annual)

Amoun

t

Allotment

Date

Redemption Date

Credit Rating Nature Security

TMFL NCD M FY 2015-16

5 9.25% 40 17-Dec-

15 17-Dec-20

CRISIL AA-/Negative

Secured Secured by way of First pari passu charge on specific immovable property of the Company. and First Pari passu charge (along with other lenders)

TMFL NCD C FY 2016-17

5 9.20% 20 07-Apr-

16 06-Apr-21

CRISIL AA-/Negative &

ICRA AA-/ Negative

Secured

TMFL NCD G FY 2016-17

5 9.20% 10 13-

May-16 13-May-

21 CRISIL AA-/Negative

Secured

TMFL NCD K FY 2016-17

5 9.20% 42 10-Jun-

16 10-Jun-21


ICRA AA-/ Negative

Secured

62

TMFL NCD S FY 2016-17

5 9.30% 22 28-Jun-

16 28-Jun-21


ICRA AA-/ Negative

Secured

on the specified receivables of the Company

TMFL NCD W FY 2016-17

5 9.00% 1 28-Jul-

16 28-Jul-21


ICRA AA-/ Negetive

Secured

TMFL NCD I FY 2018-19

3 9.85% 75 04-Dec-

18 04-Dec-21

CARE AA-/Negative

Secured

TMFL NCD K FY 2018-19

3 9.25% 26 28-Dec-

18 28-Dec-21

CARE AA-/Negative

Secured

TMFL NCD A FY 2020-21

3 8.50% 500 15-

May-20 15-May-

23

CARE AA-/Negative and

ICRA AA-/Negative

Secured

TMFL NCD B FY 2020-21

3 8.75% 500 21-

May-20 21-May-

23


ICRA AA-/Negative

Secured

TMFL NCD C FY 2020-21

3 8.65% 500 12-Jun-

20 27-Mar-

23


ICRA AA-/Negative

Secured

TMFL NCD D FY 2020-21

1 7.30% 75 25-Jun-

20 30-Jun-21

CRISIL AA-/Negative

Secured

TMFL NCD E FY 2020-21

1.5 7.50% 50 07-Jul-

20 03-Jan-22

CRISIL AA-/Negative

Secured

TMFL NCD F FY 2020-21

1.5 7.00% 100 30-Sep-

20 31-Mar-

22 CRISIL AA-/Negative

Secured

Total NCDs 1,961

6. Details of Secured Listed ZCD’s in Crs as on September 30, 2020 (Maturity value)

Debenture Series

Tenor (Yrs)

Coupon (Annual)

Amount Allotment

Date Redemption

Date Credit Rating

Nature Security


5 9.20% 8 10-Jun-16 10-Jun-21

CRISIL AA-/Negative

& ICRA AA-/Negative

Secured

Secured by way of First parri passu charge on specific immovable property of the Company. and First Pari passu charge (along with other lenders) on the specified receivables of the Company


3 9.15% 91 22-Jun-18 07-Jun-21 CARE AA-/Negative

Secured


3 9.15% 91 24-Jul-18 26-Jul-21 CARE AA-/Negative

Secured


3 9.10% 32 11-Sep-18 23-Aug-21 CARE AA-/Negative

Secured


3 9.85% 47 06-Nov-18 27-Dec-21 CARE AA-/Negative

Secured

Total 269

63

Note : Secured NCDs are secured by way of First pari passu charge on specific immovable property of the Company. and First Pari passu charge (along with other lenders) on the specified receivables of the Company by way of Debenture Trust Deed dated March 06,2013 and July 31, 2014, November 24, 2015 May 11, 2016 and June 18, 2018.

7. Details of Commercial Paper:-

The total Face Value of Commercial Papers Outstanding as on September 30, 2020:

Maturity Date Amount

22-Jan-21 200

14-Oct-20 300

21-Oct-20 100

29-Oct-20 300

05-Nov-20 300

05-Nov-20 35

10-Nov-20 100

10-Nov-20 50

13-Nov-20 75

13-Nov-20 25

13-Aug-21 100

13-Nov-20 300

16-Aug-21 25

20-Nov-20 300

18-Nov-20 300

30-Nov-20 200

02-Dec-20 250

07-Dec-20 250

09-Dec-20 300

30-Aug-21 50

30-Aug-21 15

30-Aug-21 100

30-Aug-21 150

09-Sep-21 200

08-Jun-21 100

08-Jun-21 150

15-Jun-21 250

14-Dec-20 200

17-Dec-20 400

Total 5,125

All CPs are listed on NSE

64

8. Details of Unsecured redeemable Non Convertible Subordinated Debentures as Tier II as on September 30, 2020:

(Rs in Crs)

Debenture Series

Tenor in Years

Coupon (Annual)

Amount Allotment

Date Redemption

Date Credit Rating

Nature

Series A (11-12)

10 11.00% 75 19-Sep-11 17-Sep-21


ICRA AA-/Negative

Unsecured

Series B (11-12)

10 11.00% 69 02-Mar-12 02-Mar-22


ICRA AA-/Negative

Unsecured

Series C (11-12)

10 11.00% 10 26-Mar-12 26-Mar-22


ICRA AA-/Negative

Unsecured

Series A (12-13)

10 11.00% 37 22-May-12 22-May-22


ICRA AA-/Negative

Unsecured

Series B (12-13)

10 10.65% 25 03-Aug-12 03-Aug-22


ICRA AA-/Negative

Unsecured

Series C (12-13)

10 10.46% 28 28-Dec-12 28-Dec-22


ICRA AA-/Negative

Unsecured

Series B (13-14)

10 9.85% 100 24-May-13 24-May-23


ICRA AA-/Negative

Unsecured

Series A (13-14)

10 10.15% 55 28-May-13 28-May-23


ICRA AA-/Negative

Unsecured

Series A (14-15)

10 10.60% 25 12-Sep-14 12-Sep-24


ICRA AA-/Negative

Unsecured

Series B (14-15)

10 10.35% 60 26-Sep-14 26-Sep-24


ICRA AA-/Negative

Unsecured

Series C (14-15)

10 9.70% 150 19-Dec-14 19-Dec-24


ICRA AA-/Negative

Unsecured

Series A (17-18)

10 8.35% 50 13-Nov-17 13-Nov-27

CARE AA-/Negative &

ICRA AA-/Negative

Unsecured

65

Series B (17-18)*

10 9.00% 200 28-Mar-18 28-Mar-28

CARE AA-/Negative &

ICRA AA-/Negative

Unsecured

Series A (18-19)*

10 10.00% 100 31-Aug-18 31-Aug-28

CARE AA-/negative &

ICRA AA-/Negative

Unsecured

Series B (18-19)

10 10.00% 150 29-Mar-19 29-Mar-29

CARE AA-/Negative &

ICRA AA-/Negative

Unsecured

Series A (19-20)*

10 10.25% 100 30-Apr-19 30-Apr-29

CARE AA-/Negative &

ICRA AA-/Negative

Unsecured

Series B (19-20)

10 9.95% 200 31-May-19 31-May-29

CARE AA-/Negative &

ICRA AA-/Negative

Unsecured

Total 1,435

*Unlisted

9. Details of Unsecured Listed Non-Convertible Subordinated Perpetual Debentures as Tier I & Tier II as on September 30,2020:

Debenture Series Tenor Coupon (Annual)

Amount Allotment

Date Redemption

Date* Credit Rating

Nature

Series A Perpetual 11.35% 150 23-Nov-10 23-Nov-20

CRISIL A/Negative & ICRA A/ Negative

Unsecured

Series A (FY 12-13) Perpetual 11.50% 27 30-May-12 30-May-22


Unsecured

Series B (FY 12-13) Perpetual 11.25% 73 28-Jun-12 28-Jun-22


Unsecured

Series B (FY 13-14) Perpetual 11.33% 22 23-May-13 23-May-23

CRISIL A/ Negative &

ICRA A/ Negative

Unsecured

Series A (FY 13-14) Perpetual 11.03% 53 28-May-13 28-May-23


ICRA A/Negative

Unsecured

Series A (FY 14-15) Perpetual 11.10% 50 05-Sep-14 05-Sep-24


ICRA A/ Negative

Unsecured

66

Series A (FY 19-20)* Perpetual 11.50% 100 18-Jun-19 18-Jun-29


ICRA A/ Negative

Unsecured

Series B (FY 19-20)* Perpetual 11.50% 60 01-Nov-19 01-Nov-29


ICRA A/ Negative

Unsecured

Series C (FY 19-20)* Perpetual 11.50% 45 21-Nov-19 21-Nov-29


ICRA A/ Negative

Unsecured

Series D (FY 19-20)* Perpetual 11.50% 45 18-Dec-19 18-Dec-29


ICRA A/ Negative

Unsecured

Series A FY 20-21* Perpetual 10.50% 15 14-Jul-20 14-Jul-30


ICRA A/ Negative

Unsecured

Series B FY 20-21* Perpetual 10.25% 43 09-Sep-20 09-Sep-30


ICRA A/ Negative

Unsecured

Series C FY 20-21* Perpetual 10.25% 100 24-Sep-20 24-Sep-30


ICRA A/ Negative

Unsecured

Total

783

* call option dates.

Note - Redemption dates of Perpetual NCD are call option dates.

10. Details of Other Borrowings of the Company as of September 30, 2020 in Crs:- Funded

Instrument Name

Type Amt Sanctioned / Issues

Amount Outstanding

Repayment Date

Credit Rating

Secured / Unsecured

Security

Credit Card HSBC CC 60 25 09-Oct-20 Unrated Unsecured Unsecured

10 09- Nov-20 Unrated Unsecured Unsecured

Total 60 35

Other Borrowings (INR Crores) -

Type Amount Outstanding

Collateral Debt Obligation 3,530

Debt portion of Compulsory Convertible Preference shares 156

3,686

67

i. List of Top 10 Debenture Holders (NCD, ZCB, PD and Tier II – Face Value) as on 30th September, 2020 :-

Sr. No. Name of Debenture Holders Amount in Crs

1 STATE BANK OF INDIA 1000

2 TMF HOLDINGS LIMITED 650

3 BANK OF BARODA 500

4 HDFC LIFE INSURANCE COMPANY LIMITED 100

5 PUNJAB NATIONAL BANK 100

6 SBI DUAL ADVANTAGE FUND - SERIES XXIX 70

7 SBI DUAL ADVANTAGE FUND - SERIES XXVIII 70

8 UNITED INDIA INSURANCE COMPANY (EMPLOYEES) PENSION FUND 60

9 TATA MOTORS LIMITED PROVIDENT FUND 53

10 VOLTAS LIMITED 50

Total 2,653

Details of Non-Fund Based Borrowings as of September 30, 2020 : ( Rs in Crs)

Bank Name Sanction Utilized Un-Utilized

Bank of India 150 22 128

Syndicate Bank 25 1 24

IDFC* 94 94 0

Indusind Bank 80 10 70

Total 349 127 222

* Sub limit of Working Capital Limit of Rs. 300 Crs Under the Security Trustee Agreement, the Company is permitted to raise Rs. 2,500,000 lakhs. The security created under the Security Trustee Agreement is a hypothecation on the Current Assets present and future of the Company in favour of the Security Trustee, to be held in trust for the benefit of the Lenders. The security created or to be created under the Security Trustee Agreement is a continuing security ranking pari passu inter se without any preference or priority to one Lender over the others and shall remain in full force and effect until all amounts outstanding to the Lenders are discharged. The Company is current on servicing existing debt securities and term loans availed from banks. In the past, the Company had issued short-term redeemable, non-convertible, debentures with daily put and call option. Details of any outstanding borrowings taken / debt securities issued where taken / issued

(i) for consideration other than cash - NIL

(ii) at a premium or discount - NIL

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The Company has secured redeemable non convertible Secured Debentures in the nature of Zero Coupon Debentures which are issues at par and redeemable at premium. The details as of 30th September, 2020 are as follows:-

Amount in Crores

Debenture Series

Tenor (Yrs)

Coupon (Annual)

Amount Allotment

Date Redemption

Date Credit Rating

Nature Security


5 9.20% 8 10-Jun-16 10-Jun-21

CRISIL AA-

/Negative & ICRA

AA-/Negativ

e

Secured

Secured by way of First pari passu charge on specific immovable property of the Company. and First Pari passu charge (along with other lenders) on the specified receivables of the Company


3 9.15% 91 22-Jun-18 07-Jun-21 CARE AA-/Negativ

e Secured


3 9.15% 91 24-Jul-18 26-Jul-21 CARE AA-/Negativ

e Secured


3 9.10% 32 11-Sep-18 23-Aug-21 CARE AA-/Negativ

e Secured


3 9.85% 47 06-Nov-18 27-Dec-21 CARE AA-/Negativ

e Secured

Total 269

(iii) in pursuance of an option – NIL Debt Equity Ratio as of September 30, 2020:

Amount in Crs. Type Before Issue After Issue

Short Term Debt 15,005 15,005

Long Term Debt 13,833 13,933

Total Debt 28,838 28,938

Equity Share Capital 608 608

Investment in Equity nature 408 408

Reserves 2,538 2,538

Less: Miscellaneous Expenditure (to the extent not written off or adjusted)

Less Debit Balance in profit and loss account - -

Total Shareholders’ funds 3,554 3,554

Debt Equity Ratio 8.11 8.14

Assuming the entire Rs. 100 Crs of Unsecured listed Subordinated Perpetual NCDs proposed to be issued through series of such Disclosure Document will be fully subscribed on day one.

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(IX) DISCLOSURES PERTAINING TO WILFUL DEFAULT

Name of the bank declaring the entity as a wilful defaulter: NA

The year in which the entity is declared as a wilful defaulter: NA

Outstanding amount when the entity is declared as a wilful defaulter: NA

Name of the entity declared as a wilful defaulter: NA

Steps taken, if any, for the removal from the list of wilful defaulters: NA

Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions: With reference to our director [Mr. Nasser Munjee] please refer to the disclosure and explanations provided on page 36 of this Disclosure Document.

Any other disclosure as specified by SEBI: NA

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(X) OFFERING INFORMATION

1. Terms of the Issue

For terms of Issue please refer paragraph titled ‘Summary Term Sheet”. 2. Rights of Debenture Holders

The Debenture Holders will not be entitled to any rights and privileges of shareholders other than those available to them under statutory requirements. The Debentures issued under this Offer Document shall not confer upon the Debenture Holders, the right to receive notice, or to attend and vote at the general meetings of shareholders or Debenture Holders issued under any other Offer Document or issued other than under this Offer Document or of any other class of securities of the Company.

3. Modification of Rights The rights, privileges, terms and conditions attached to the Debentures under the Disclosure Documents may be varied, modified or abrogated with the consent, in writing or by way of electronic mail, of those registered holders of the Debentures in the physical form and beneficial owners of the Debentures in the dematerialized form who hold at least three fourths of the outstanding amount of the Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture Holders, save and except any minor or technical modifications which the Debenture Trustee shall be authorized to execute and consent to on behalf of the Debenture Holders, provided however that nothing in such consent or resolution shall be operative against the Company where such consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not acceptable to the Company.

4. Minimum subscription

Minimum subscription to be Rs. 1 crore and above per investor and in multiple of 5 thereafter, as per the NBFC Master Directions

5. Issue Procedure

Application Process

Who Can apply- Only the following categories of investors, when specifically contacted, are eligible to invest in these Debentures: Mutual Funds, Public Financial Institutions as defined under Section 2(72) of the Companies Act, 2013, Scheduled Commercial Banks, Insurance Companies, Provident Funds, Gratuity Funds, Superannuation Funds and Pension Funds, Co-operative Banks, Regional Rural Banks authorized to invest in bonds/debentures, Companies and Bodies Corporate authorized to invest in bonds/ debentures, Societies authorized to invest in bonds/ debentures, Trusts authorized to invest in bonds/debentures, Statutory Corporations/Undertakings established by Central/State legislature authorized to invest in bonds/debentures etc., Resident Indian Individuals, Partnership Firms in the name of the partners, Limited Liability Partnership firms registered under Limited Liability Partnership Act, 2018, Hindu Undivided Families through Karta and any other persons who are entitled to subscribe to, purchase and deal with the Debentures.

All investors are required to comply with the relevant regulations/ guidelines applicable to them for investing in this issue of Debentures.

Persons resident outside India including without limitation FPIs, FIIs and NRIs are not eligible to subscribe to the Debentures.

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Every application is to be accompanied by bank account details and MICR code of the bank for the purpose of availing direct credit of interest and all amounts through electronic transfer of funds or RTGS.

Application by Scheduled Commercial Banks The application must be accompanied by certified true copies of (i) Board Resolution authorising investments; (ii) Letter of Authorization or Power of Attorney and (iii) specimen signatures of authorised signatories

Application by Co-operative Banks The application must be accompanied by certified true copies of: (i) Resolution authorizing investment along with operating instructions/power of attorney; and (ii) specimen signatures of authorised signatories

Applications by Companies/Financial Institutions The applications must be accompanied by certified true copies of (i) Memorandum and Articles of Association/Constitution/Bye-laws (ii) resolution authorising investment and containing operating instructions and (iii) specimen signatures of authorised signatories.

Application by Mutual Funds (i) A separate application can be made in respect of each scheme of an Indian mutual fund registered with SEBI and such applications shall not be treated as multiple applications. (ii) Applications made by the AMCs or custodians of a Mutual Fund shall clearly indicate the name of the concerned scheme for which application is being made. The applications must be accompanied by certified true copies of (i) SEBI Registration Certificate and Trust Deed (iii) resolution authorising investment and containing operating instructions and (iii) specimen signatures of authorised signatories.

Application by Insurance Companies The applications must be accompanied by certified copies of (i) Memorandum and Articles of Association (ii) Power of Attorney (iii) Resolution authorising investment and containing operating instructions (iv) Specimen signatures of authorised signatories.

Application by Provident, Gratuity, Pension and Superannuation Funds

The applications must be accompanied by certified true copies of (i) Trust Deed/Bye Laws/ Resolutions, (ii) Resolution authorising investment and (iii) specimen signatures of the authorised signatories.

DISCLAIMER: PLEASE NOTE THAT ONLY THOSE PERSONS TO WHOM THE INFORMATION DOCUMENT HAS BEEN SPECIFICALLY ADDRESSED ARE ELIGIBLE TO APPLY. HOWEVER, AN APPLICATION, EVEN IF COMPLETE IN ALL RESPECTS, IS LIABLE TO BE REJECTED WITHOUT ASSIGNING ANY REASONS FOR THE SAME. THE LIST OF DOCUMENTS PROVIDED IN THIS INFORMATION DOCUMENT IS ONLY INDICATIVE, AND AN INVESTOR IS REQUIRED TO PROVIDE ALL THOSE DOCUMENTS/AUTHORISATIONS/INFORMATION, WHICH ARE LIKELY TO BE REQUIRED BY THE COMPANY. THE COMPANY MAY, BUT IS NOT BOUND TO REVERT TO ANY INVESTOR FOR ANY ADDITIONAL DOCUMENTS/INFORMATION, AND CAN ACCEPT OR REJECT AN APPLICATION AS IT DEEMS FIT. THE REGULATIONS/NOTIFICATIONS REGARDING INVESTMENT MENTIONED ABOVE ARE MERELY IN THE FORM OF GUIDELINES AND THE COMPANY DOES NOT WARRANT THAT THEY ARE ACCURATE, OR HAVE NOT BEEN MODIFIED. EACH OF THE ABOVE CATEGORIES OF INVESTORS IS REQUIRED TO CHECK AND COMPLY WITH EXTANT RULES/REGULATIONS/GUIDELINES, ETC. GOVERNING OR REGULATING THEIR INVESTMENTS AS ISSUED BY THEIR RESPECTIVE REGULATORY AUTHORITIES, AND THE COMPANY IS NOT, IN ANY WAY, DIRECTLY OR INDIRECTLY, RESPONSIBLE FOR ANY STATUTORY OR REGULATORY BREACHES BY ANY INVESTOR, NEITHER IS THE COMPANY REQUIRED TO CHECK OR CONFIRM THE SAME. 6. Applications under Power of Attorney/Relevant Authority

In case of an application made under a Power of Attorney or resolution or authority, a certified true copy thereof along with Document and Articles of Association and/or Bye laws must be attached to the

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Application Form at the time of making the application, failing which, the Company reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed application.

7. Market Lot

The market lot would be one debenture.

8. Issue Of NCDs only in Demat Form

TMFL will make necessary arrangements with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Limited (CDSL) for the issue of NCDs in Dematerialized form. Investors shall hold the of NCDs and deal with the same as per the provisions of Depositories Act, 1996 /rules as notified by NSDL and CDSL from time to time.

Investors should mention their Depository Participants name, DP-ID and Beneficiary Account Number in the appropriate place in the Application Form. TMFL shall take necessary steps to credit the Depository Account of the allottee (s) with the number of of NCDs allotted. In case of incorrect details provided by the investors and inability of the Company to credit the depository account, the allotment of debentures would be held in abeyance till the investors furnish the correct depository account details to the Company.

9. Mode Of Subscription

During the period of the issue, investors can subscribe to the of NCDs by completing the application forms for the of NCDs in the prescribed form. The application form should be filled in block letters in English. Application forms must be accompanied by either a Demand Draft or Cheque or RTGS of the amount as intimated by the Arrangers/Issuer and made payable in favor of “Tata Motors Finance Limited” and should be crossed “Account Payee only”.

Eligible Investors may apply through the electronic book mechanism provided by the Electronic Book Provider in line with the EBP Guidelines. The Disclosures required pursuant to the EBP Guidelines are

Details of size of the Issue including green shoe

option, if any

Perpetual, Subordinated, Unsecured, Listed, Non-

Convertible Debentures of the face value of

Rs.10,00,000/- each (with a minimum subscription of

Rs 1,00,00,000/- and above) aggregating up to Rs. 25

Crores with a green shoe option of Rs. 75 Crores

Minimum Bid Lot 10 NCDs aggregating up to

Rs. 1,00,00,000 (Rupees One Crore)

Manner of Bidding Open Bidding

Manner of Allotment Uniform Yield

Manner of settlement Through Indian Clearing Corporation Limited

Settlement Cycle T+1, where T refers to the bid opening date

Cheque/Demand Drafts may be drawn on any Scheduled Bank, which is situated at and is a member or sub-member of the Banker’s Clearing-house located at Ahmedabad, Chennai, Delhi, Kolkata and Mumbai. Investors in other centers that do not have any bank, which is a member or sub-member of the Banker’s Clearing House located at the above mentioned centers would be required to make payments only through demand drafts payable at any one of the above-mentioned centers. Demand Draft charges in respect of such investor applications will be borne by the investor. Cash, outstation cheques, money orders, postal orders and stock invest will not be accepted. The Company assumes no responsibility for any applications / cheques / demand drafts lost in the mail.

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The subscription amount must be paid by the successful bidders in accordance with the EBP Guidelines into the virtual account to be given by the Electronic Book Provider in EBP system, the details of which are given below:

Name of Bank HDFC Bank Limited

Address of Bank Motwani Chambers, Fort, Mumbai 400001

IFSC Code HDFC0000060

Bank Account Number To be given by BSE after EBP bidding

Name of beneficiary Tata Motors Finance Limited

10. Refunds For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 7 (seven) days from the Deemed Date of Allotment of the of NCDs without interest. The Company shall allot the of NCDs within 60 days from the receipt of application money for NCDs and if the Company is not able to allot the NCDs within such period, it shall repay the application money within 15 days from the date of completion of 60 days and if the Company fails to repay the application money within aforesaid period, it shall be liable to repay that money with interest at the rate of 12 % pa. from the expiry of the sixtieth day.

11. Deemed Date Of Allotment

The deemed date of allotment shall be December 03, 2020.

12. Interest On The Coupon Bearing Debentures The Coupon rate of the Debentures shall be as specified in Section 2 (Summary Term Sheet) of this Disclosure Document. The interest shall be subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income tax Act, 1961, or any other statutory modification or re-enactment thereof, for which a certificate will be issued by TMFL.

Computation of interest

Interest for each of the interest periods shall be computed on on an actual/actual day count basis on the principal outstanding on the Debentures at the coupon rate as mentioned in the summary term sheet.

Payment of interest

Payment of interest on the NCD (s) will be made to those of the debenture holders whose name(s) appear in the register of debenture holder(s) (or to the first holder in case of joint holders) as on the Record Date fixed by the Company for this purpose and /or as per the list provided by NSDL and CDSL to the Company of the beneficiaries who hold Debentures in Demat form on such Record Date, and are eligible to receive interest. Payment will be made by the Company after verifying the bank details of the Investors by way of direct credit through Electronic Clearing Service (ECS), Real Time Gross Settlement (RTGS) or National Electronic Funds Transfer (NEFT) and where such facilities are not available the Company shall make payment of all such amounts by way of cheque(s)/demand draft(s)/interest warrant(s), which will be dispatched to the debenture holder(s) by registered post/ speed post/ courier or hand delivery on or before the Interest Payment Dates as specified in the summary term sheet.

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13. Interest On Application Money

Interest at the applicable coupon rate/implicit yield (subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification or re- enactment thereof for which a certificate will be issued by TMFL) will be paid on the application money. Such interest shall be paid from the date of realization of the cheque(s) / demand draft(s) up to but not including the deemed date of allotment. The respective interest payment instruments along with the letters of allotment/ refund orders, as the case may be, will be dispatched by registered post to the sole / first applicant, at the sole risk of the applicant.

14. Tax Deduction At Source (TDS)

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. For seeking TDS Exemption / lower rate of TDS, relevant certificate / document must be lodged by the debenture holders at the office of registrar and transfer agent, at least 15 days prior to the Interest Payment Date. Tax exemption certificate in respect of non- deduction of tax on interest on application money, must be submitted along with the Application Form to the satisfaction of the Issuer. The prospective investor is advised to consult his tax advisor before investing in the Debentures to be issued by the Issuer. However, Investors may note that as per Finance Act, 2008, tax is not required to be deducted at source on interest payable on security issued by a company, where such security is in dematerialized form and is listed on a recognized Stock Exchange in India in accordance with the Securities Contracts.

15. Redemption

The NCDs are perpetual in nature and hence are non-redeemable

16. Mode of Transfer

All requests for transfer should be submitted to the respective Depository Participants prior to the Record Date for payment of interest/ principal. Provided further that nothing in this section shall prejudice any power of the Company to register as NCDs holder any person to whom the right to any Debenture of the Company has been transmitted by operation of law. Transfer of NCDs would be in accordance with the rules / procedures as prescribed by NSDL / CDSL/ Depository participant.

17. Payment On Redemption on excerice of call option The Debentures being perpetual debentures are not redeemable in nature. Payments may be made towards redemption of the Debentures only on the exercise of a call option as set out in the summary term sheet set out hereunder and only after procuring the prior approval of the RBI

NCDs held in Demat Form In case of the NCDs held in demat form, no action is required on the part of the debenture holder(s) at the time of redemption of the NCDs and on the Redemption Date, the redemption proceeds would be paid to those debenture holder(s) whose name(s) appear on the list of beneficial owners given by the Depositories to the Company. The name(s) would be as per the Depositories' records on the Record Date fixed for the purpose of redemption. All such NCDs will be simultaneously redeemed through appropriate debit corporate action.

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The Company shall compute the redemption amounts to be paid to each of the debenture holders based in the manner set out in the summary term sheet. The redemption proceeds shall be directly credited through Electronic Clearing Service (ECS), RTGS or National Electronic Funds Transfer (NEFT) and where such facilities are not available the Company shall make payment of all such amounts by way of cheque/ demand draft. The cheque/demand draft for redemption proceeds, will be dispatched by courier or hand delivery or registered post at the address provided in the Application / at the address as notified by the debenture holder(s) or at the address with Depositories' record. Once the redemption proceeds have been credited to the account of the debenture holder(s) or the cheque/demand draft for redemption proceeds is dispatched to the debenture holder(s) at the addresses provided or available from the Depositories record, the Company’s liability to redeem the NCDs on the date of redemption shall stand extinguished and the Company will not be liable to pay any interest, income or compensation of any kind from the date of redemption of the NCD(s).

18. Debenture Certificate in Dematerialized mode

TMFL will make allotment of of NCDs to investors in due course after verification of the application form, the accompanying documents and on realization of the application money. The allotted of NCDs at the first instance will be credited in dematerialized form within two days of the date of allotment.

19. Right to accept or reject applications

TMFL is entitled at its sole and absolute discretion to accept or reject an application, in part or in full, without assigning any reason thereof. The application form, which is not complete in all respects, shall be liable to be rejected. Any application, which has been rejected, would be intimated by TMFL along with the refund warrant / cheques.

20. Record Date

Record Dates for each interest payment/principal repayment or any other event will be 15 days prior to the relevant event.

21. Further Borrowings

These NCDs are unsecured in nature.

The Company shall be entitled to borrow / raise loans or avail financial assistance in whatever form as also issue Debentures / Notes / other securities in any manner with ranking as pari-passu basis or otherwise and to change its capital structure, including issue of shares of any class or redemption or reduction of any class of paid up capital, on such terms and conditions as the Company may think appropriate, without the consent of, or intimation to, the Debenture holder(s) or the Debenture Trustee in this connection

22. Notices

The notices to the Debenture holders required to be given by TMFL or the Trustees shall be deemed to have been given if sent by ordinary post to the sole/first allottee or sole/first registered holder of the of NCDs, as the case may be. All notices to be given by debenture holders shall be sent by registered post or by hand delivery to TMFL at its Registered / Corporate Office.

23. Succession

In the event of demise of the of NCDs holder, TMFL will recognize the executor or administrator of the deceased Debenture holder, or the holder of succession certificate or other legal representative as having title to the of NCDs. TMFL shall not be bound to recognize such executor, administrator or holder of the succession certificate or other legal representative as having title to the NCDs, unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a competent Court in India having

76

jurisdiction over the matter. The Directors of TMFL may, in their absolute discretion, where they think fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the NCDs standing in the name of the deceased Debenture holder on production of sufficient documentary proof or indemnity.

24. Allotment Basis

Acceptance of the offer to invest and the allotment shall be decided by TMFL. The Company reserves the right to reject in full or part any or all of the offers received by them to invest in the NCDs without assigning any reason for such rejection. Acceptance of the offer shall be subject to completion of subscription formalities as detailed in the application form.

25. Listing

The NCDs to be issued in terms of this Offer Document are proposed to be listed on the Wholesale Debt Market (WDM) segment of the Bombay Stock Exchange Limited (BSE). The Company shall comply with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 dated September 02, 2015 ref circular No. SEBI/LAD-NRO/GN/2015-16/013 dated September 02, 2015 Application shall be submitted to NSE to list the Debentures to be privately placed through Disclosure Document and to seek permission to deal in such Debentures. The Company shall complete all the formalities relating to listing of the Debentures within 20 days from the date of allotment of such Debentures.

26. Trustee

IDBI Trusteeship Limited has been appointed to act as the Trustees for the Debenture holders (hereinafter referred to as “Trustees”). All remedies of the Debenture holder(s) for the amounts due on the NCDs will be vested with the Trustees on behalf of the Debenture holder(s).

The Debenture holders shall without any further act or deed be deemed to have irrevocably given their consent and authorize the Trustees or any of their Agents or authorized officials to do inter alia acts, deeds and things necessary in respect of or relating to the creation of security in terms of this Information Document of Private Placement.

27. Register of Debenture Holders

TMFL shall maintain Register of NCDs holders containing necessary particulars at its Registered Office / Registrar & Share Transfer Agent’s office.

28. Tax Benefits

There are no specific tax benefits attached to the NCDs. Investors are advised to consider the tax implications of their respective investment in the NCDs.

29. Governing Laws

The NCDs are governed by and shall be construed in accordance with the existing Indian laws. Any dispute between the Company and the Debenture holder will be subject to the jurisdiction of the courts in the city of Mumbai.

77

30. Undertaking By TMFL TMFL hereby undertakes that it shall use a common form of transfer for all NCDs issued by the Issuer.

31. Any material event/ development or change having implications on the financials, credit quality (e.g. any

material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities. corporate restructuring event etc) at the time of issue which may affect the issue or the investor's decision to invest / continue to invest in the debt securities: NIL

32. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt

securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years . NIL

33. Security Creation (where applicable) - In case of delay in execution of Trust Deed and Charge documents,

the Company will refund the subscription with agreed rate of interest or will pay penal interest of atleast 2% p.a. over the coupon rate till these conditions are complied with at the option of the investor. – Not Applicable since NCDs are unsecured

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List of Material Contracts and Documents

The list of material contracts and documents is as under: 1. Letter dated November 24, 2020 from ICRA Limited assigning the credit rating to the Perpetual Debts

programme issue of the Company.

2. Letter from IDBI Trusteeship Services Limited dated June 06, 2019 giving consent for acting as Trustees 3. Certificate of incorporation of the Company dated January 24, 1989 and Certificate of Incorporation

pursuant to change of name dated June 30, 2017. 4. Memorandum of Association and Articles of Association of the Company 5. Copy of resolution passed by the shareholders of the Company at Extra Ordinary General Meeting of the

Company held on May 23, 2019 approving the overall borrowing of the Company. 6. Shareholders resolution for borrowing by way of NCDs dated February 12, 2020 7. Copy of the Board Resolution dated May 06, 2019 approving this issue.

8. Tata Brand Equity and Business Promotion agreement dated July 03, 2017 entered into between Company

and Tata Sons Limited for use of the Tata brand name. 9. Financials for the half year ended September 20, year ended Mar 20, Mar 19 and Mar 18 Other Disclosures:

1. Details of any Acquisition or Amalgamation in the last one year : NIL

2. Details of any Reorganization or Reconstruction in the last 1 year – NIL

3. In case of default in payment of Interest and/or principal redemp tion on the due dates, additional interest of 2% p.a. over the coupon rate will be payable by the Company for the defaulting period

4. In case of delay in listing of the debt securities beyond 20 days from the deemed date of allotment, the Company will pay penal interest of 1 % p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of such debt securities to the investor.

5. Project cost and means of financing, in case of funding of new projects : NIL

6. The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, group company, etc) on behalf of whom it has been issued

NIL- To the best of our knowledge no such corporate Guarantee was issued.

Note: The interest rates mentioned in above three cases are the minimum interest rates payable by the

Company and are independent of each other.

(XI) OTHER INFORMATION & DISCLOSURES & COVENANTS

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7. If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure( procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document: NA

8. Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option: [NIL]

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DECLARATION

The Company hereby certifies that the disclosures made in this Disclosure Document are true and correct and generally adequate and in conformity with Schedule I of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 as amended from time to time, and no statement made in this Disclosure Document shall contravene any of the provisions of the Companies Act, 2013 and the rules made thereunder. All the legal requirements connected with the said issue as also the guidelines, instructions, etc issued by SEBI, Government and any other competent authority in this behalf have been duly complied with. Signed by:

Name, Designation Signature

Place: Mumbai

Date: December ____, 2020

Independent Auditor’s Report

To the Board of Directors of

Tata Motors Finance Limited

Opinion

We have audited the Condensed Interim Financial Statements of Tata Motors Finance Limited (the

“ Company”), which comprise the Condensed Interim Balance Sheet as at 30 September 2020, the

Condensed Interim Statement of Profit and Loss (including Other Comprehensive Income) for the half

year then ended, the Condensed Interim Statement of Changes in Equity and the Condensed Interim

Statement of Cashflows for the half year then ended, and notes to the Condensed Interim Financial

Statements, including a summary of the significant accounting policies and other explanatory

information, as required by Indian Accounting Standard (“Ind AS”) 34 “Interim Financial Reporting”

and other accounting principles generally accepted in India.

In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid Condensed Interim Financial Statements give a true and fair view in conformity with Ind AS

34 and other accounting principles generally accepted in India, of the state of affairs of the Company

as at 30 September 2020, the profit and other comprehensive income for the half year then ended,

changes in equity and its cash flows for the half year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified under section

143(10) of the Companies Act, 2013 (the “Act”). Our responsibilities under those Standards are further

described in the Auditor’s Responsibilities for the Audit of the Condensed Interim Financial Statements

section of our report. We are independent of the Company in accordance with the Code of Ethics issued

by the Institute of Chartered Accountants of India together with the ethical requirements that are

relevant to our audit of the Condensed Interim Financial Statements under the provisions of the Act and

the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our opinion.

Emphasis of Matter

As described in Note 34 to the Condensed Interim Financial Statements, in respect of accounts where

moratorium benefit was granted, the staging of those accounts as at 30 September 2020 is based on the

days past due status considering the benefit of moratorium period in accordance with the Covid-19

Regulatory Package announced by Reserve Bank of India vide notifications dated 27 March 2020, 17

April 2020 and 23 May 2020.

Further as described in the aforesaid note, the extent to which the Covid-19 pandemic will impact

the Company’s financial performance is dependent on future developments, which are highly

uncertain.

Our opinion is not modified in respect of the above matters.

B S R & Co. LLP

Independent Auditor’s Report (Continued)


Management’s and the Board of Directors’ Responsibility for the Condensed Interim Financial

Statements

The Company’s management and the Board of Directors are responsible for the preparation of these

Condensed Interim Financial Statements that give a true and fair view of the state of affairs, profit/loss

and other comprehensive income, changes in equity and cash flows of the Company in accordance with

Ind AS 34 prescribed under section 133 of the Act and other accounting principles generally accepted

in India. This responsibility also includes maintenance of adequate accounting records in accordance

with the provisions of the Act for safeguarding of the assets of the Company and for preventing

and detecting frauds and other irregularities; selection and application of appropriate accounting

policies; making judgments and estimates that are reasonable and prudent; and design,

implementation and maintenance of adequate internal financial controls that were operating

effectively for ensuring the accuracy and completeness of the accounting records, relevant to the

preparation and presentation of the Condensed Interim Financial Statements that give a true and fair view

and are free from material misstatement, whether due to fraud or error.

In preparing the Condensed Interim Financial Statements, management and the Board of Directors are

responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless the Board of

Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative

but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Condensed Interim Financial Statements

Our objectives are to obtain reasonable assurance about whether the Condensed Interim Financial

Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue

an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is

not a guarantee that an audit conducted in accordance with SAs will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,

individually or in the aggregate, they could reasonably be expected to influence the economic decisions

of users taken on the basis of these Condensed Interim Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain

professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Condensed Interim Financial

Statements, 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 made by management and the Board of Directors.

B S R & Co. LLP

(Continued)


(Continued)

Conclude on the appropriateness of managements and the Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material

ability to continue as a going concern. If we conclude that a material uncertainty exists, we are

Interim Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are 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 Condensed Interim Financial Statements, including the disclosures, and whether the Condensed Interim Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Sameer Mota Partner Mumbai 20 October 2020

Membership No: 109928 UDIN: 20109928AAABBE4723

TATA MOTORS FINANCE LIMITED (CIN - U45200MH1989PLC050444)Condensed Interim Balance Sheet as at September 30, 2020

(

Notes As at

September 30, 2020 As at

March 31, 2020

I ASSETS

1 Financial assets(a) Cash and cash equivalents 5 1749,88.70 1902,97.62 (b) Bank Balance other than cash and cash equivalents 6 1114,06.80 1287,38.68 (c) Derivative financial instruments 14 23,45.81 79,40.77 (d) Receivables

i. Trade receivables 7 40,96.08 187,88.70 ii. Other receivables 8 34,73.80 59,66.31

(e) Loans 9 28340,02.16 27357,32.70 (f) Investments 10 977,00.85 139,73.35 (g) Other financial assets 11 365,67.98 54,74.85

32645,82.18 31069,12.98 2 Non-financial assets(a) Current tax assets (net) 158,02.41 154,73.02 (b) Deferred tax assets (net) 157,65.31 157,65.31 (c) Property, plant and equipment 12A 221,04.97 211,32.51 (d) Capital work-in-progress 17.08 69.70 (e) Other intangible assets 12B 2,27.59 2,99.79 (f) Other non-financial assets 13 126,95.55 144,18.01

666,12.91 671,58.34 3 Non-current assets held for sale - 3,35.68

Total assets 33311,95.09 31744,07.00 II LIABILITIES AND EQUITY

1 Financial liabilities(a) Derivative financial instruments 14 38,97.17 10,25.29 (b) Payables 15

(i) Trade payables- -

245,08.74 233,18.28 (ii) Other payables

- - 17,30.43 21,85.66

(c) Debt securities 16 7249,81.36 6629,22.94 (d) Borrowings (Other than debt securities) 17 19784,52.95 18875,31.07 (e) Subordinated liabilities 18 1804,23.99 2014,52.34 (f) Other financials liabilities 19 487,00.07 461,45.38

29626,94.71 28245,80.96 2 Non-financial liabilities(a) Current tax liabilities (net) 84.94 53.31 (b) Provisions 20 78,03.16 76,75.66 (c) Other non-financial liabilities 21 52,12.15 54,43.14

131,00.25 131,72.11 3 Equity(a) Equity share capital 22A 608,27.69 608,27.69 (b) Instruments entirely equity in nature 22B 408,00.00 250,00.00 (c) Other equity 2537,72.44 2508,26.24

3554,00.13 3366,53.93 Total liabilities and equity 33311,95.09 31744,07.00

See accompanying notes forming part of the financial statements (1 to 36)

As per our report of even date attached For and on behalf of the Board of DirectorsFor B S R & Co. LLPChartered AccountantsFirm Registration Number: 101248W/W-100022

Sameer Mota Vedika Bhandarkar P.B. BalajiPartner Director DirectorMembership No. 109928 (DIN - 00033808) (DIN - 02762983)

Place: MumbaiDate: October 20, 2020 Shyam Mani Samrat Gupta

Director(DIN - 00273598)

(DIN - 07071479)

Ridhi Gangar Vinay LavannisChief Financial Officer Company Secretary

Place: MumbaiDate: October 20, 2020

Managing Director & Chief Executive Officer


Particulars

- total outstanding dues of micro enterprises and small enterprises- total outstanding dues of creditors other than micro enterprises and small enterprises

- total outstanding dues of micro enterprises and small enterprises

TATA MOTORS FINANCE LIMITED (CIN - U45200MH1989PLC050444)Condensed Interim Statement of Profit and Loss for the period ended September 30, 2020

(

NotesFor the period ended September 30, 2020

For the period ended September 30, 2019

Revenue from operations(a) Interest income 23 1663,12.73 1766,93.78 (b) Dividend income 61.98 3,99.19 (c) Rental income 29,44.95 13,91.24 (d) Net gain on fair value changes 24 51,59.12 43,20.97 (e) Other fees and service charges 16,80.90 56,01.73

I Total Revenue from operations 1761,59.68 1884,06.91

II Other income 25 77,26.48 73,61.63

III Total income (I + II) 1838,86.16 1957,68.54

IV Expenses(a) Finance cost 26 1133,66.29 1292,35.82 (b) Impairment of financial instruments and other assets 27 324,63.23 328,27.57 (c) Employee benefits expenses 28 115,78.01 123,57.57 (d) Depreciation, amortization and impairment 12A & 12B 29,02.22 21,47.17 (e) Other expenses 29 153,92.83 205,17.13

Total expenses 1757,02.58 1970,85.26

V Profit/(loss) before exceptional items and tax (III - IV) 81,83.58 (13,16.72)

VI Exceptional items - -

VII Profit/(loss) before tax (V - VI) 81,83.58 (13,16.72)

VIII Tax expense / (income) Current tax - - Deferred tax 2,24.57 (13,88.65) Total tax expense 2,24.57 (13,88.65)

IX Profit for the period from continuing operations (VII - VIII) 79,59.01 71.93

X Profit for the period 79,59.01 71.93

XI Other comprehensive income A i. Items that will not be reclassified to profit or loss

a. Equity Instruments through Other Comprehensive Income 14,99.87 68.50 Subtotal (A) 14,99.87 68.50

B i. Items that will be reclassified to profit or loss a. Net Gains/(losses) on cash flow hedges (28,61.36) 25.70 b. Debt Instruments through Other Comprehensive Income (6,42.65) 39,74.38

2,24.57 (13,88.65) Subtotal (B) (32,79.44) 26,11.43 Other Comprehensive Income (A + B) (17,79.57) 26,79.93

XII Total comprehensive income for the period 61,79.44 27,51.86

XIII Basic (in 4.67 0.09 Diluted (in 4.67 0.09


As per our report of even date attachedFor B S R & Co. LLP For and on behalf of the Board of DirectorsChartered AccountantsFirm Registration Number: 101248W/W-100022


Place: MumbaiDate: October 20, 2020 Shyam Mani Samrat Gupta


(DIN - 07071479)




Earnings per equity share of

Particulars

ii. Income tax relating to items that will be reclassified to profit or loss

TATA MOTORS FINANCE LIMITED (CIN - U45200MH1989PLC050444)

Condensed Interim Cash Flow Statement for the period ended September 30, 2020(



A. CASH FLOW FROM OPERATING ACTIVITIES

Net profit/(loss) before tax 81,83.58 (13,16.72) Adjustments for:Interest income on loans, deposits & investments (1663,12.73) (1766,93.78) Finance costs (other than Interest expense on assets taken on lease) 1131,47.13 1290,01.74 Interest expense on assets taken on lease 2,19.16 2,34.07 Dividend income (61.98) (3,99.19) Gain on sale of investments (31,49.69) (38,34.15) MTM on investments measured at fair value through profit or loss (20,09.43) (4,86.82)

319,41.79 323,69.60 (18.14) (59.24)

Depreciation and amortization 29,02.22 21,47.17 (Profit)/loss on sale of capital assets (incl. capital assets held for sale) (16,42.43) 1.56 Balances written back 82.61 (1,39.80) Fair value changes on derivative instruments 5,90.61 (25.84) Non cash changes in lease liabilities (76.10) - Operating cash flow before working capital changes (162,03.40) (192,01.40) Movements in working capitalTrade payables 10,81.56 (22,33.60) Other payables (4,55.24) (31,15.92) Other financial liabilities 19,19.99 155,43.98 Other non financial liabilities 6,18.01 (6,61.05) Trade receivables 146,77.63 (56,44.83) Other receivables 24,92.51 (17.64) Other financial assets (283,74.71) 105,33.41 Provisions 1,27.50 2,87.48 Loans (991,16.67) 1975,14.71 Non financial assets (1,22.98) 7,53.30

(1233,55.80) 1937,58.45 Current taxes refund/(paid) (net) (2,97.75) (32,04.47) Finance costs paid (1372,91.35) (1334,35.93) Interest income received on loans, investments & deposits 1319,18.97 1705,84.51 Net cash (used in)/generated from operating activities (1290,25.93) 2277,02.56

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of capital assets (19,65.52) (33,22.19) Proceeds from sale of capital assets 1,68.30 1,13.31 Purchase of mutual fund units (40303,65.15) (48492,57.00) Redemption of mutual fund units 39533,01.21 48330,85.94 Investment in Trust securities (4.58) (8.37) Proceeds from sale of assets held for sale 11,00.00 - Proceeds from sale of preference shares - 99.98 Dividend income 61.98 3,75.00 Deposits/restricted deposits with banks (121,10.62) (333,17.45) Realisation of deposits/restricted deposits with banks 294,42.49 63,77.14 Net cash used in investing activities (603,71.89) (458,53.64)

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from issue of equity shares (net of issue expenses) - 149,85.00 Proceeds from Debt securities 13298,38.25 11091,22.40 Repayment of Debt securities (12414,25.73) (12451,50.88) Proceeds from Subordinated liabilities - 300,00.00 Repayment of Subordinated liabilities (211,00.00) - Proceeds from borrowings (other than debt securities) 5128,63.98 10051,87.70 Repayment of borrowings (other than debt securities) (4178,88.72) (8070,65.03) Interest payment on purchase of Right of use assets (2,15.61) (2,33.84) Principal payment on purchase of Right of use assets (5,50.04) (6,26.72) Proceeds from issue of Instruments entirely equity in nature (net of issue expenses) 155,66.77 98,25.00 Distributions made to holders of Instruments entirely equity in nature (11,50.00) - Dividend paid (including Dividend distribution tax) (18,50.00) (74,55.74) Net cash from financing activities 1740,88.90 1085,87.89

Net (decrease)/increase in cash and cash equivalents (A + B + C) (153,08.92) 2904,36.81

Particulars

Allowance for loan losses (net of writeoff)Allowance for doubtful loans and advances (others) (net of writeoff)


Condensed Interim Cash Flow Statement for the period ended September 30, 2020

(



Cash and cash equivalents at the beginning of the period/year 1902,97.62 700,79.17

Cash and cash equivalents at the end of the period/year (Refer Note 5) 1749,88.70 3605,15.98

Net increase / (decrease) in cash and cash equivalents (153,08.92) 2904,36.81 See accompanying notes forming part of the financial statements (1 to 36)

As per our report of even date attachedFor B S R & Co. LLP For and on behalf of the Board of DirectorsChartered AccountantsFirm Registration Number: 101248W/W-100022


Place: Mumbai Shyam Mani Samrat GuptaDate: October 20, 2020 Director

(DIN - 00273598)(DIN - 07071479)




Note: Finance costs has been considered as arising from operating activities in view of the nature of the Company's business.

Particulars


A. Equity share capital (

Number Rs. Number Rs. 6,08,27,689.00 608,27.69 5,83,84,693.00 583,84.69 - - 24,42,996.00 24,43.00 6,08,27,689.00 608,27.69 6,08,27,689.00 608,27.69

B. Instruments entirely equity in nature

(i) Perpetual Debt (

Number Rs. Number Rs.Balance as at beginning of the period/year 2,500.00 250,00.00 - - Issued during the period/year 1,580.00 158,00.00 2,500.00 250,00.00 Balance as at end of the period/year 4,080.00 408,00.00 2,500.00 250,00.00

C. Other equity (

Special reserve* Capital redemption reserve

Securities Premium Account

Capital Reserve

General reserve Equity instruments through OCI

Debt instruments through OCI

Cost of Hedging Reserve

Hedging Reserve

Undistributable (Ind AS 101)

Distributable

Balance as at April 01, 2020 471,11.44 186,73.22 0.02 3136,40.38 190,82.18 17,85.59 (1761,69.60) 226,30.02 (24.70) 88,62.92 1,68.63 (49,33.86) 2508,26.24 a) Profit for the period - - - - - - - 79,59.01 - - - - 79,59.01 b) Other comprehensive income /(loss) for the period - - - - - - - - 14,99.87 (4,18.08) (1,73.16) (26,88.19) (17,79.58) c) Total comprehensive income / (loss) for the period - - - - - - - 79,59.01 14,99.87 (4,18.08) (1,73.16) (26,88.19) 61,79.43 d) Dividend - - - - - - - (18,50.00) - - - - (18,50.00) e) Distributions made to holders of Instruments entirely equity in nature - - - - - - - (11,50.00) - - - - (11,50.00) f) Issue expenses on Instruments entirely equity in nature - - - - - - - (2,33.23) - - - - (2,33.23)

Balance as at September 30, 2020 471,11.44 186,73.22 0.02 3136,40.38 190,82.18 17,85.59 (1761,69.60) 273,55.80 14,75.17 84,44.84 (4.54) (76,22.05) 2537,72.44 Check 47,111.44 18,673.22 0.02 3,13,640.38 19,082.17 1,786 (1,47,663.85) 1,475.17 (4.54) (0) (0) 0 0 0 0 (1,150) (0) 0

Shares issued during the period/yearShares outstanding at the end of the period/year

Total other equity

Particulars

Equity component of compound financial instrument (Refer

Note 22C)

Other components of equity

Condensed Interim Statement of changes in equity for the period ended September 30, 2020

ParticularsAs at March 31, 2020As at September 30, 2020

Shares outstanding at the beginning of the period/year

As at September 30, 2020 As at March 31, 2020Particulars

Other Reserves

Retained earnings


Condensed Interim Statement of changes in equity for the period ended September 30, 2020

(

Special reserve Capital redemption reserve

Securities Premium Account

Capital Reserve

General reserve Equity instruments through OCI

Debt instruments through OCI

Cost of Hedging Reserve

Hedging Reserve

Undistributable (Ind AS 101)

Distributable

Balance as at April 01, 2019 471,11.44 174,90.04 0.02 3010,98.38 190,82.18 17,85.59 (1761,69.60) 265,68.33 17,02.31 - (3,77.10) - 2382,91.59 a) Profit for the year - - - - - - - 59,15.92 - - - - 59,15.92 b) Other comprehensive income /(loss) for the year - - - - - - - 2,16.11 (17,27.01) 88,62.92 5,45.73 (49,33.86) 29,63.89 c) Total comprehensive income / (loss) for the year - - - - - - 61,32.03 (17,27.01) 88,62.92 5,45.73 (4,933.86) 88,79.81 d) Dividend (including dividend distribution tax of Rs. 30,40.60 lakhs) - - - - - - - (84,22.87) - - - - (84,22.87) e) Equity infusion during the year - - - 125,57.00 - - - - - - - - 125,57.00 f) Shares issue expenses - - - (15.00) - - - - - - - - (15.00) g) Issue expenses on Instruments entirely equity in nature - - - - - - - (4,64.29) - - - - (4,64.29) h) Transfer to Special Reserve - 11,83.18 - - - - - (11,83.18) - - - - -

Balance as at March 31, 2020 471,11.44 186,73.23 0.02 3136,40.38 190,82.18 17,85.59 (1761,69.60) 226,30.02 (24.70) 88,62.92 1,68.63 (49,33.86) 2508,26.24 Check 47,111.44 18,673.22 0.02 3,13,640.38 19,082.17 1,785.59 (1,53,075.27) (24.69) 168.63



Vedika Bhandarkar P.B. Balaji Shyam ManiSameer Mota Director Director DirectorPartner (DIN - 00033808) (DIN - 02762983) (DIN - 00273598)Membership No. 109928

Place : Mumbai Samrat Gupta Ridhi Gangar Vinay LavannisDate: October 20, 2020 Chief Financial Officer Company Secretary

Place: Mumbai (DIN - 07071479)Date: October 20, 2020

Particulars

Equity component of compound financial instrument (Refer

Note 22C)

Other components of equityTotal other

equity


*Transfer to special reserve: As per Section 45-IC of Reserve Bank of India Act, 1934 every non-banking financial company shall create a reserve fund and transfer therein a sum not less than twenty per cent of its net profit every year as disclosed in the Statement of Profit and Loss and before any dividend is declared. No appropriation of any sum from the reserve fund shall be made by the non-banking financial company except for the purpose as may be specified by the Reserve Bank of India from time to time and every such appropriation shall be reported to the Reserve Bank of India within twenty-one days from the date of such withdrawal. The said amount will be transferred at the end of the financial year.

Other Reserves

Retained earnings


1 Company information

Tata Motors Finance Limited ("the Company") is a public limited Company incorporated and domiciled in India and has its registered officein Mumbai, India. The Company is registered as a Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding)Company ("NBFC") under section 45-IA of the Reserve Bank of India, Act 1934 ("RBI") with effect from March 04, 1998. With effect fromJune 30, 2017, the name of the Company has changed to Tata Motors Finance Limited from Sheba Properties Limited.The Company is a subsidiary of TMF Holdings Limited. The Company is engaged primarily in lending activities providing vehicle financingthrough its wide network all over India.The condensed interim financial statements were approved by the Board of Directors and authorised for issue on October 20, 2020.

2 Basis of preparationThe condensed interim financial statements have been prepared in accordance with the recognition and measurement principles laiddown in Ind AS 34 on Interim Financial Reporting prescribed under Section 133 of the Companies Act, 2013, read with relevant rules issuedthereunder and the other accounting principles generally accepted in India. They do not include all the information and disclosures thatwould otherwise be required in a full set of financial statement and should be read in conjunction with the Company's financial statementsfor the year ended March 31, 2020.

3 Changes in significant accounting policiesThe accounting policies adopted in the preparation of the condensed interim financial statements are consistent with those followed inthe preparation of the Company’s annual financial statements for the year ended March 31, 2020. There is no change in the accountingpolicies during the period of these condensed interim financial statements.

4 Use of judgements and estimates The preparation of condensed interim financial statements in conformity with Ind AS requires management to make judgments, estimatesand assumptions, that affect the application of accounting policies and the reported amounts of assets, liabilities and disclosures ofcontingent assets and liabilities at the date of these financial statements and the reported amounts of revenues and expenses for theperiods presented. Actual results may differ from these estimates.Estimates and underlying assumptions are reviewed at each balance sheet date. Revisions to accounting estimates are recognised in theperiod in which the estimate is revised and future periods affected.

Notes forming part of condensed interim financial statements for the period ended September 30, 2020


Note 5Cash and cash equivalents

(₹ in lakhs) As at


March 31, 2020 8,53.65 1,46.79 936,32.61 451,11.76 7,02.44 39.07 798,00.00 1450,00.00

1749,88.70 1902,97.62

Note 6Bank balance other than cash and cash equivalents



March 31, 2020 606,78.75 500,00.00 83.04 1,07.85 506,45.01 786,30.83

1114,06.80 1287,38.68

Note 7Trade receivables



March 31, 2020 41,45.57 188,23.20 (49.49) (34.50)

40,96.08 187,88.70

Note 8Other receivables



March 31, 2020 34,73.80 59,66.31

34,73.80 59,66.31

Note 9Loans



March 31, 2020

From financing activities- Term loans 24946,02.05 23607,75.12 - Finance Lease receivables 3,33.92 3,54.96 - Credit substitutes 526,32.30 371,20.02 From other than financing activities

50,04.73 240,00.00 25525,73.00 24222,50.10

(781,47.87) (568,07.12) 24744,25.13 23654,42.98

From financing activities- Term loans 3618,05.60 3719,78.70

(22,28.56) (16,88.98) 3595,77.04 3702,89.72

(C)Secured by tangible assets (refer note 1 & 2 below) 27701,20.01 27448,30.78 Covered by government guarantees (refer note 3 below) 1003,87.36 - Unsecured 438,71.23 493,98.02

29143,78.59 27942,28.80 (803,76.43) (584,96.10)

28340,02.16 27357,32.70 (D)Loans in India - Public Sector - - - Others 29143,78.59 27942,28.80

29143,78.59 27942,28.80 (803,76.43) (584,96.10)

28340,02.16 27357,32.70 Note

Receivables considered good - Unsecured

Receivables considered good - Unsecured

No trade receivables are due from directors or other officers of the Company either severally or jointly with any other person. Nor any trade are duefrom firms or private companies respectively in which any director is a partner, a director or a member.

Particulars

Less: Impairment loss allowance

Total

- Inter corporate deposits (repayable on demand)

Particulars

No other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Nor any other receivableare due from firms or private companies respectively in which any director is a partner, a director or a member.

At amortised cost

Cheques, drafts on hand

TotalBank deposit with original maturity of less than 3 months

Particulars

Particulars

Deposits with banks

Total

Earmarked balances with banksMargin money / cash collateral with banks

Total


Particulars

Cash on handBalance with Banks

Total (A) - Net

Total (A) - Gross




1. The Company covers/secures the credit risk associated with the loans given to customers by creating an exclusive charge/hypothecation/security onthe assets/vehicles as mentioned/specified in the loan agreement with the customers.2. Includes Vehicle term loan lending done to Micro and Small Enterprises, for which the Company has availed the benefit of Credit Guarantee Fund Trust for Micro and Small Enterprises (CGTMSE) scheme to secure credit default risk. 3. Backed by credit guarantee of the government under the Emergency Credit Line Guarantee Scheme (ECLGS) having hundred percent guarantee cover.

Total (D) - Gross

Total (C) - Gross

Total (C) - Net

Total (D) - Net

At fair value through Other comprehensive income (FVOCI)

Total (B) - NetLess: Impairment loss allowance


Through other comprehensive

income

Through profit or loss

Sub totalThrough other comprehensive

income

Through profit or loss

Sub total

(1) (2) (3) (4=1+2+3) (5=1+4) (6) (7) (8) (9=6+7+8) (10=6+9)

Category of investments

i. Mutual funds - - 803,63.30 803,63.30 803,63.30 - - - - - ii. Debt securities - - - - - - - - - - iii. Equity instruments* - 75,70.30 86,11.31 161,81.61 161,81.61 - 60,70.44 66,06.05 126,76.49 126,76.49 iv. Preference Shares 1,90.00 - - - 1,90.00 1,90.00 - - - 1,90.00 v. Trust Securities - - 9,65.94 9,65.94 9,65.94 - - 11,06.86 11,06.86 11,06.86

1,90.00 75,70.30 899,40.55 975,10.85 977,00.85 1,90.00 60,70.44 77,12.91 137,83.35 139,73.35

i. investments outside India - - - - - - - - - - ii. Investments in India 1,90.00 75,70.30 899,40.55 975,10.85 977,00.85 1,90.00 60,70.44 77,12.91 137,83.35 139,73.35

1,90.00 75,70.30 899,40.55 975,10.85 977,00.85 1,90.00 60,70.44 77,12.91 137,83.35 139,73.35 - - - - - - - - - -

1,90.00 75,70.30 899,40.55 975,10.85 977,00.85 1,90.00 60,70.44 77,12.91 137,83.35 139,73.35 Total (D) = (A - C)

* Includes amount of Rs. 20,50 lakhs (March 31, 2020 Rs. 20,50 lakhs) pertaining to certain unquoted equity instruments for which cost has been considered as an appropriate estimate of fair value because of a wide range ofpossible fair value measurements and cost represents the best estimate of fair value within that range.


Note 10Investments

As at September 30, 2020 As at March 31, 2020

Amortised cost

At fair value

Total

Less: Allowance for impairment loss (C)Total (B)

Total (A) - Gross

Amortised cost

At fair value

(₹ in lakhs)

Total



(₹ in lakhs)

Face Value per unit (in Rs)

Description Quantity

(in nos.) as atSeptember 30, 2020

As at September 30, 2020

Quantity (in nos.) as at

March 31, 2020


(a) Quoted10 Tata Steel Limited 5,70,188 20,51.25 5,70,188 15,37.23 10 Tata Steel Limited (partly paid upto Rs. 2.5 per share) 39,323 20.96 39,323 11.66 10 Tata Chemicals Limited 10,060 30.13 10,060 22.49 1 Tata Power Limited 9,120 4.86 9,120 3.00 1 Tata Consumer Products Limited (pursuant to Scheme of Arrangement

wherein 100 shares held in Tata Chemicals Limited are allotted 114 shares of face value of Rs. 1 in TCPL)

11,468 57.33 11,468 33.81

10 NTPC Limited 1,56,000 1,32.76 1,56,000 1,31.35 1 NMDC Limited 20,000 16.45 20,000 16.00

10 Coal India Limited 11,904 13.81 11,904 16.67

(b) Unquoted10 Taj Air Limited 42,00,000 - 42,00,000 -

1,000 Tata International Limited 19,350 31,92.75 19,350 22,48.23 100 Tata Industries Limited 9,93,753 20,50.00 9,93,753 20,50.00

Subtotal (a) 75,70.30 60,70.44

Investments measured at fair value through profit and loss

(a) Quoted10 Automobile Corporation of Goa Limited 48,315 1,58.47 48,315 1,41.90

(b) Unquoted10 Tata Technologies Limited 8,11,992 84,52.84 8,11,992 64,64.15 10 Tata Hitachi Construction Machinery Company Private Limited 2,85,714 - 2,85,714 -

10 SBI Macquarie Infrastructure Trust 1,50,00,000 9,65.94 1,50,00,000 11,06.86 (Fully paid Rs. 8.63 (at March 31, 2020: Partly paid upto Rs 8.60)

Investments in Mutual fund units 803,63.30 -

Subtotal (b) 899,40.55 77,12.91

Annexure to Note 10

Investment in trust securities (partly paid)



Investments measured at fair value through other comprehensive income



(₹ in lakhs)

Face Value per unit (in Rs)

Description Quantity

(in nos.) as atSeptember 30, 2020


Quantity (in nos.) as at

March 31, 2020


Annexure to Note 10

Investments measured at Amortised cost

Fully Paid Non - Cumulative Redeemable Preference shares (Unquoted)

100 6% Tata Precision Industries (India) Limited 40,000 40.00 40,000 40.00

Fully Paid Cumulative Redeemable Preference shares (Unquoted)100 8.50% Tata Precision Industries (India) Limited 1,50,000 1,50.00 1,50,000 1,50.00

(a) QuotedFully Paid Secured, Non - Convertible, Redeemable Debentures

12.50 8.49% NTPC Limited (issued as bonus) 2,75,752 - 2,75,752 -

Subtotal (c) 1,90.00 1,90.00

Total (a + b + c) 977,00.85 139,73.35

Note 11Other financial assets

(₹ in lakhs)

Particulars As at


March 31, 2020

Deposits (Net of provision of Rs. 35.50 lakhs; March 31, 2020 Rs. 48.60 lakhs) 239,48.06 8,21.55 Interest accrued on deposits 52,71.75 26,15.23 Application money receivable towards securities 24,40.56 - Others (Net of provision of Rs. 13,07.13 lakhs; March 31, 2020 Rs. 13,46.11 lakhs) 49,07.61 20,38.07 Total 365,67.98 54,74.85

Investment in Preference shares

Investments in Debentures and Bonds


Note 12A Property, plant and equipment (₹ in lakhs)

Particulars Net Block

Balance as at April 01, 2020

Additions Deletions Balance as at September 30,

2020


Depreciation Deletions Balance as at September 30,

2020

Balance as at September 30,

2020

Buildings* 65,38.72 3,76.18 6,65.77 62,49.13 15,09.61 7,26.54 3,93.40 18,42.75 44,06.38 Furniture and fixtures 10,90.01 4.89 4.04 10,90.86 5,67.96 59.05 1.91 6,25.10 4,65.76 Vehicles 5,18.10 33.71 84.39 4,67.42 2,18.72 68.77 66.80 2,20.69 2,46.73 Vehicles - given on lease 172,95.82 35,04.84 1,83.03 206,17.63 27,98.88 17,84.11 99.13 44,83.86 161,33.77 Office equipments 8,48.43 6.66 6.11 8,48.98 3,55.41 1,03.65 4.46 4,54.60 3,94.38 Data processing machines 7,71.51 2,28.26 - 9,99.77 4,79.50 85.74 - 5,65.24 4,34.53 Leasehold improvement - 25.58 - 25.58 - 2.16 - 2.16 23.42 Total 270,62.59 41,80.12 9,43.34 302,99.37 59,30.08 28,30.02 5,65.70 81,94.40 221,04.97

Particulars Net BlockBalance as at April 01, 2019

Additions Deletions Balance as at March 31, 2020


Depreciation Deletions Balance as at March 31, 2020

Balance as at March 31, 2020

Buildings$ 59,29.96 17,28.41 11,19.65 65,38.72 3,67.22 15,74.94 4,32.55 15,09.61 50,29.11 Furniture and fixtures 12,02.73 63.73 1,76.45 10,90.01 5,23.59 1,49.64 1,05.27 5,67.96 5,22.05 Vehicles 5,06.41 1,27.13 1,15.44 5,18.10 1,34.68 1,40.13 56.09 2,18.72 2,99.38 Vehicles - given on lease 84,97.32 94,79.20 6,80.70 172,95.82 9,95.15 21,39.68 3,35.95 27,98.88 144,96.94 Office equipments 6,76.24 2,38.11 65.92 8,48.43 1,47.13 2,41.15 32.87 3,55.41 4,93.02 Data processing machines 6,20.20 1,51.31 - 7,71.51 3,05.04 1,74.46 - 4,79.50 2,92.01 Total 174,32.86 117,87.89 21,58.16 270,62.59 24,72.81 44,20.00 9,62.73 59,30.08 211,32.51

Note : Building includes Rs. 1,000/- being value of investment in 20 shares of Rs. 50/- each in Nilgiri Upvan Co-operative Housing Society Limited.


Gross Block Accumulated Depreciation

Gross Block Accumulated Depreciation

* Includes Right of use assets having Gross Block value as on April 01, 2020 of Rs. 63,94.17 lakhs, additions during the period of Rs. 3,76.18 lakhs, deletions during the period of Rs. 6,65.77 lakhs, depreciation charge during the period of Rs. 7,23.91 lakhs and deletions in accumulated depreciation of Rs. 3,93.40 lakhs. Net block as on September 30, 2020 amounts to Rs. 43,07.37 lakhs.

$ Includes Right of use assets having Gross Block value as on April 01, 2019 of Rs. 51,15.42 lakhs, additions during the year of Rs. 17,28.41 lakhs, deletions during the year of Rs. 4,49.67 lakhs, depreciation charge during the year of Rs. 15,64.95 lakhs and deletions in accumulated depreciation of Rs. 98.25 lakhs. Net block as on March 31, 2020 amounts to Rs. 49,27.47 lakhs.



Note 12BIntangible Assets

(₹ in lakhs)Net Block

Particulars


Additions Deletions Balance as at September 30,

2020


Amortisation Deletions Balance as at September 30,

2020

Balance as at September 30,

2020

Computer Software 8,57.84 - - 8,57.84 5,58.05 72.20 - 6,30.25 2,27.59 Total 8,57.84 - - 8,57.84 5,58.05 72.20 - 6,30.25 2,27.59

Net Block

Particulars


Additions Deletions Balance as at March 31, 2020


Amortisation Deletions Balance as at March 31, 2020

Balance as at March 31, 2020

Computer Software 8,49.83 8.01 - 8,57.84 4,14.83 1,43.22 - 5,58.05 2,99.79 Total 8,49.83 8.01 - 8,57.84 4,14.83 1,43.22 - 5,58.05 2,99.79

Gross Block Accumulated Amortisation

Gross Block Accumulated Amortisation


Note 13Other non-financial assets

(₹ in lakhs)

Particulars As at


March 31, 2020 -

Capital Advances 30,72.33 48,58.13 10,95.03

50.83 50.58 69.24

Deposits paid under protest 11,04.69 11,04.69 13,77.44 Prepaid expenses 6,94.48 21,79.68 2365.89

42,12.01 39,61.17 28,01.32

Stamp papers 5,65.88 3,39.64 4,65.61 29,95.33 19,24.12 40,20.79

Total 126,95.55 144,18.01 121,95.31

Note 14Derivative financial instruments as at September 30, 2020

(₹ in lakhs)Notional Amounts Fair Value Assets Notional Amounts Fair Value Liabilities

Currency derivativesForward exchange contracts 171,42.50 12,56.02 279,63.75 3,70.10

Interest rate derivativesInterest rate swaps 171,42.50 15.57 179,63.75 11,57.71

Other derivativesCross currency interest rate swaps 419,32.50 10,74.22 1186,78.25 23,69.36

Total Deriva ve Financial Instruments 23,45.81 38,97.17

Derivative designated as hedgeCash flow hedging:Forward exchange contracts 171,42.50 12,56.02 279,63.75 3,70.10 Cross currency interest rate swaps 419,32.50 10,74.22 1186,78.25 23,69.36 Interest rate swaps - - 179,63.75 11,57.71 Subtotal 23,30.24 38,97.17

Undesignated DerivativesInterest Rate Swaps 171,42.50 15.57 - - Subtotal 15.57 - -


Derivative financial instruments as at March 31, 2020 (₹ in lakhs)Notional Amounts Fair Value Assets Notional Amounts Fair Value Liabilities

Currency derivativesForward exchange contracts 351,06.25 26,72.23 - -

Interest rate derivativesInterest Rate Swaps 171,42.50 27.16 179,63.75 10,25.29

Other derivativesCross currency interest rate swaps 1606,10.75 52,41.38 - -


Derivative designated as hedgeCash flow hedging:Forward exchange contracts 351,06.25 26,72.23 - - Cross currency interest rate swaps 1606,10.75 52,41.38 - - Interest Rate Swaps - - 179,63.75 10,25.29 Subtotal 79,13.61 10,25.29

Undesignated DerivativesInterest Rate Swaps 171,42.50 27.16 - - Subtotal 27.16 - -


Note 15Payables

(₹ in lakhs)



#REF!

245,08.74 233,18.28 Other Payables 17,30.43 21,85.66

262,39.17 255,03.94 Total


Particulars

Trade Payables

Particulars

Particulars

Deposits with statutory authorities (Net of provision Rs. 87.92 lakhs; March 31, 2020 Rs. 87.92 lakhs)

Taxes recoverable and dues from government (Net of provision Rs. 3,03.69 lakhs; March 31, 2020 Rs. 3,03.69 lakhs)

Others (Net of provision Rs. 1,63.87 lakhs; March 31, 2020 Rs. 1,29.80 lakhs)



(₹ in lakhs)



i. 2200,29.89 1886,93.17

ii 5049,51.47 4742,29.77

7249,81.36 6629,22.94

i. 7249,81.36 6629,22.94 ii. - -

7249,81.36 6629,22.94

Note (i): Nature and extent of security for secured borrowings outstanding

(₹ in lakhs)



(a)i. from banks (secured) (refer note i) 11979,36.34 10909,92.78 ii. from banks (unsecured) 662,46.91 874,94.23

(b) Loans repayable on demand from banks (secured) (refer note i) 2769,16.29 2494,00.00 (c) Cash Credit from banks (secured) (refer note i) 689,15.69 218,76.11 (d) Collateralised Debt Obligation (secured) (refer note ii) 3528,78.23 4228,24.24 (e) 155,59.49 149,43.71

19784,52.95 18875,31.07

i. 17952,72.46 16999,89.38 ii. 1831,80.49 1875,41.69

19784,52.95 18875,31.07

Note (iii)

(₹ in lakhs)



(a) Perpetual Debt Instruments to the extent that do not qualify as equity (unsecured) 373,99.51 373,77.72 (b) Privately placed subordinated unsecured redeemable, non-convertible debentures 1430,24.48 1640,74.62

Total (A) 1804,23.99 2014,52.34

i. 1804,23.99 2014,52.34 ii. - -

1804,23.99 2014,52.34

Note (i)Nature of Security for secured term loans from banks:Secured term loans from banks are secured by a pari-passu charge in favour of the security trustee on:a) All receivables of the Company arising out of loan, lease transactions and trade advances. b) All other book debts.c) Receivables from pass through certificates in which Company has invested.d) Such other current assets as may be identified by the Company from time to time and accepted by the security trustee.Nature of Security for cash credit and loans repayable on demand:Cash credit and loans repayable on demand is secured by a pari-passu charge in favour of the security trustee on: a) All receivables of the Company arising out of loan, lease and trade advances; b) All other book debts; c) Receivables from pass through certificates in which Company has invested; and d) Such other current assets as may be identified by the Company from time to time and accepted by the security trustee.

Note (ii)Collateralised debt obligation represent amount received against loans securitised/direct assignment, which does not meet the criteria for derecognition as per Ind AS 109.

The borrowings have not been guaranteed by directors or others. Also the Company has not defaulted in repayment of principal and interest.

Total (A)

Total (B)

Borrowings in IndiaBorrowings outside India

Note 16Debt securities (at amortised cost)

Borrowings (Other than debt securities) (at amortised cost)

Particulars

Nature and extent of Security created and maintained for secured non-convertible debentures (privately placed) listed on WDM segment of NSE as per SEBI (Listing Obligations and Disclosure Requirements) Regulations 20151(A) NaturePrivately placed non-convertible secured debentures are fully secured by first pari passu charge by way of registered mortgage on:i) One of the Company’s residential flat andii) a) All receivables of the Company arising out of loan and lease transactions b) All other book debts, trade advances forming part of movable assets of the Company c) Any other security as identified by the Company and acceptable to the debenture trustee1(B) ExtentThe minimum security of 100 % for the Non convertible debentures outstanding has been maintained.

Liability component of compound financial instruments

Privately placed non-convertible debentures (secured) (refer note i)

Total (A)

Debt securities in IndiaDebt securities outside India

Note 17

Total (B)

Term loans

Commercial Paper (unsecured)(net of unamortised discounting charges and borrowing cost of Rs. 75,48.53 lakhs; March 31, 2020 Rs. 32,70.23 lakhs)

Note 18Subordinated Liabilities (at amortised cost)

Particulars

Total (B)

Debt securities in IndiaDebt securities outside India


Note 19Other financials liabilities

(₹ in lakhs)



Interest accrued on borrowings 181,10.80 169,34.09 122,62.26 158,62.98

Deposits 7,48.86 5,20.39 Lease liability for right of use assets 46,64.76 52,06.78 Others 129,13.39 76,21.14 Total 487,00.07 461,45.38

Note 20Provisions

(₹ in lakhs)



Provision for employee benefits 10,97.64 9,22.61 Provision for Indirect taxes 66,11.94 66,11.94 Provision for consumer disputes ,93.58 1,41.11 Total 78,03.16 76,75.66

Note 21Other non-financial liabilities

(₹ in lakhs)



Statutory Dues 18,39.48 25,08.64 Others 33,72.67 29,34.50 Total 52,12.15 54,43.14

Particulars

Particulars

Particulars


Payable for assigned receivables



Equity Share Capital(₹ in lakhs)

Number ₹ Number ₹ AuthorisedEquity Shares of Rs.100 each with voting rights 12,00,00,000 1200,00.00 12,00,00,000 1200,00.00

1200,00.00 1200,00.00 Issued, Subscribed and Fully Paid upEquity Shares of Rs.100 each 6,08,27,689 608,27.69 6,08,27,689 608,27.69 Total 608,27.69 608,27.69

a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period/year

Number ₹ Number ₹

Shares outstanding at the beginning of the period/year 6,08,27,689 608,27.69 5,83,84,693.00 583,84.69

Shares Issued during the period/year - - 24,42,996.00 24,43.00 Shares outstanding at the end of the period/year 6,08,27,689 608,27.69 6,08,27,689 608,27.69

No. of shares% of Issued Share

Capital No. of shares

% of Issued Share Capital

A. Equity shares with voting rightsHolding CompanyTMF Holdings Limited 5,90,05,673 97.00 5,90,05,673 97.00

Subsidiaries of holding companyTata Motors Finance Solutions Limited 18,22,016 3.00 18,22,016 3.00

c) Terms / rights attached to equity shares:

d) Distributions

ParticularsFor the period ended September 30, 2020


Dividend on ordinary equity shares declaredFinal dividend for 2019-20: Rs. Nil per share (For 2018-19 Rs. 6.05 per share (6.05%))

- 35,32.27

(₹ in lakhs)

Note 22A

ParticularsAs at September 30, 2020

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company's residualassets. The equity shares are entitled to receive dividend as declared from time to time subject to payment of dividend to preference shareholders. Thevoting rights of an equity shareholder on a poll are in proportion to its share of the paid-up equity capital of the Company. On winding up of the Company,the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts inproportion to the number of the equity shares held.


Equity SharesAs at September 30, 2020 As at March 31, 2020

b) Details of shares held by holding company and its subsidiaries:

ParticularsAs at September 30, 2020 As at March 31, 2020



Instruments entirely equity in nature

(i) Perpetual Debt (₹ in lakhs)

Number Rs. Number Rs.Balance as at beginning of the period/year 2,500.00 250,00.00 - - Increase during the period/year 1,580.00 158,00.00 2,500.00 250,00.00 Balance as at end of the period/year 4,080.00 408,00.00 2,500.00 250,00.00

Equity Component of Compound Financial Instrument (₹ in lakhs)

Number Rs. Number Rs.

AuthorisedPreference shares of Rs.100 each 8,00,00,000 800,00.00 8,00,00,000 800,00.00

800,00.00 800,00.00

Issued, Subscribed and Fully Paid up

Equity portion of cumulative, non-participating Compulsorily convertible preference share (CCPS) of Rs. 100 each

5,38,00,000 286,11.44 5,38,00,000 286,11.44

Equity portion of non-cumulative, non-participating Compulsorily convertible preference share (CCPS) of Rs. 100 each

1,85,00,000 185,00.00 1,85,00,000 185,00.00

Total 7,23,00,000 471,11.44 7,23,00,000 471,11.44

a) Reconciliation of the CCPS outstanding at the beginning and at the end of the reporting period/year

Number Rs. Number Rs.

Shares outstanding at the beginning of the period/year 7,23,00,000 471,11.44 7,23,00,000 471,11.44

Shares Issued during the period/year - - - - Shares outstanding at the end of the period/year 7,23,00,000 471,11.44 7,23,00,000 471,11.44

No. of shares % of holding No. of shares % of holding

TMF Holdings Limited 4,35,00,000 60.17 33,500,000 46.33

Conversion details for Compulsorily convertible preference share (CCPS) is as follows-Particulars Nominal Value Conversion Date Conversion Ratio8.2% Cumulative, non-participating Compulsorily convertible preference share (CCPS) of Rs. 100 each

225,00.00 31-Mar-24 2.89 : 1

8.2% Cumulative, non-participating Compulsorily convertible preference share (CCPS) of Rs. 100 each

150,00.00 31-Mar-25 3.175 : 1

10% Cumulative, non-participating Compulsorily convertible preference share (CCPS) of Rs. 100 each

163,00.00 12-Jun-25 3.175 : 1

10% Non-cumulative, non-participating Compulsorily convertible preferenceshare (CCPS) of Rs. 100 each

185,00.00 18-Sep-25 3.175 : 1

d) Distributions

As at September 30, 2020 As at March 31, 2020

c) Terms / rights attached to preference shares:

Particulars

The Board of Directors, in its meeting held on May 29, 2020, recommended a final dividend for 2019-20 of Rs. 10 per share (10 %) on Non cumulative, non-participating Compulsorily convertible preference share of Rs. 100 each, which was approved in the annual general meeting dated September 21, 2020. The samewas paid on September 23, 2020.

Note 22B

The Company had issued 1,580 perpetual securities of face value of Rs. 10 lakhs each in 3 tranches/series during the period ended September 30, 2020. Thesesecurities are perpetual in nature with no maturity or redemption and are callable only at the option of the Company. The coupon on Series “A” of thesesecurities is 10.50% p.a. whereas that of Series “B” & “C” is 10.25% p.a., with a step up provision if the securities are not called by the issuer at the end of 10years from date of allotment. The payment of any Coupon may be cancelled or suspended at the discretion of the Board of Directors.(2,500 perpetual securitiesof face value of Rs. 10 lakhs each issued in the year 2019-20 bearing coupon of 11.50%p.a)The Coupon on the Debentures shall not be cumulative except where the Issuer shall not be liable to pay Coupon and may defer the payment of Coupon, ifi. it's capital to risk assets ratio (“CRAR”) is below the minimum regulatory requirement prescribed by RBI; orii. the impact of such payment results in the issuer’s CRAR falling below or remaining below the minimum regulatory requirement prescribed by Reserve Bank ofIndia;As these securities are perpetual in nature and the Company does not have any redemption obligation, these have been classified as equity.

Note 22C

b) Details of CCPS held by holding company and its subsidiaries:



As at September 30, 2020 As at March 31, 2020Particulars

The holders of the CCPS are entitled for dividend on a yearly basis, in preference to the equity shareholders of the Company, subject to applicable law, availabilityof profits of the Company, after provision for depreciation. The CCPS shall fully and mandatorily be converted into equity shares of the Company on the datefalling at the expiry of 7 years from the CCPS allotment date. Fractional equity shares, if any, arising on conversion of the CCPS shall be disregarded.



Note 22D

(I) Notes to reserves

(1) Special reserve

(2) Capital redemption reserve

(3) Securities Premium Account

(4) Capital reserve

(5) General reserve

(6) Retained earnings

(7) Equity Instrument through OCI

(8) Hedging Reserve through OCI

(9) Cost of hedge reserve

The amount received in excess of face value of the equity shares is recognised in Securities Premium Account. Also, issue expenses in respect of new equityinfusion & CCPS infusion is recognised in Securities Premium Account.

As per Section 45-IC of Reserve Bank of India Act, 1934 every non-banking financial company shall create a reserve fund and transfer therein a sum not less thantwenty per cent of its net profit every year as disclosed in the Statement of Profit and Loss and before any dividend is declared. No appropriation of any sumfrom the reserve fund shall be made by the non-banking financial company except for the purpose as may be specified by the Reserve Bank of India from time totime and every such appropriation shall be reported to the Reserve Bank of India within twenty-one days from the date of such withdrawal.

The Indian Companies Act, 2013 (the “Companies Act”) requires that where a company purchases its own shares out of free reserves or securities premiumaccount, a sum equal to the nominal value of the shares so purchased shall be transferred to a capital redemption reserve account and details of such transfershall be disclosed in the balance sheet. The capital redemption reserve account may be applied by the company, in paying up unissued shares of the company tobe issued to shareholders of the company as fully paid bonus shares.

Fair value gain/(loss) attributable to cost of hedge on all financials instruments designated in cash flow hedge relationship are accumulated in cost of hedge reserve.

It represents the cumulative gains/(losses) arising on the revaluation of Equity Shares measured at fair value through OCI.

It represents the effective portion of the fair value of forward contracts, designated as cash flow hedge.

Retained earnings are the profits that the Company has earned till date.

The Company has transferred a portion of net profit of the Company before declaring dividend to General Reserve pursuant to the earlier provision of CompaniesAct, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.

The Capital Reserve represents the compensating reversal adjustment relating to amortisation of discount on the Zero Coupon Debentures which were chargedagainst the Securities Premium Reserve earlier which is not allowed as per the Companies Act, 2013. This separate reserve head is created based on the FAQissued by the Ind AS Transition Facilitation Group.



Note 23Interest Income

(₹ in lakhs)



On Financial Assets measured at Amortised CostInterest on Loans* 1393,33.81 1689,05.19 Interest on deposits with Banks 51,12.03 46,39.22 Other interest Income 5,90.49 6,98.64

On Financial Assets measured at FVOCIInterest on Loans 212,76.40 24,50.73

Total 1663,12.73 1766,93.78

Note 24Net gain on fair value changes

(₹ in lakhs)



51,59.12 43,20.97 51,59.12 43,20.97

Fair Value changes:- Realised 31,49.69 38,34.15 - Unrealised 20,09.43 4,86.82

Total 51,59.12 43,20.97

Note 25Other Income

(₹ in lakhs)



Support services income 54,13.28 70,34.09 Balances written back 82.61 1,39.80 Net gain on derecognition of property, plant and equipment 16,42.43 (1.56) Miscellaneous income 5,88.16 1,89.30 Total 77,26.48 73,61.63

Note 26Finance Costs (on financial liabilities measured at amortised cost)

(₹ in lakhs)



Interest on Borrowings 789,64.39 810,98.80 Interest on Debt Securities 244,78.43 360,73.88 Interest on Subordinated Liabilities 94,48.43 116,32.82 Interest expense on lease liability 2,19.16 2,34.07 Other Finance Charges 2,55.88 1,96.25 Total 1133,66.29 1292,35.82

*Includes Excess interest spread recognized upfront on direct assignment transactions.

Net gain/ (loss) on financial instruments at fair value through profit or lossTotal



Note 27Impairment on financial instruments and other assets

(₹ in lakhs)

Particulars

Loans (at amortised cost) -Allowance for loan losses 213,40.75 (87,35.61) -Loans written off (net of recoveries of Rs. 28,62.26 lakhs for the period ended September 30, 2020; Rs. 25,66.04 lakhs for period ended September 30, 2019)

106,01.04 411,94.19

Less: Delinquency support - 106,01.04 (88.97) 411,05.22 Loans (at FVOCI) -Allowance for loan losses 5,39.58 5,17.20 Other assets-Allowance for doubtful assets (18.14) (59.24)

Total 324,63.23 328,27.57

Note 28Employee Benefit Expenses

(₹ in lakhs)



Salaries 103,23.55 109,07.80 Contribution to provident and other funds 7,61.35 7,84.16 Staff welfare expenses 4,93.11 6,65.61 Total 115,78.01 123,57.57

Note 29Other expenses

(₹ in lakhs)



Rent, taxes and energy costs 5,68.71 7,21.00 Repairs and maintenance 1,30.41 1,41.90 Corporate social responsibility expense - 1,98.15 Communication Costs 2,74.37 3,00.63 Printing and stationery 52.70 1,19.98 Advertisement and publicity 95.39 23.53 Director's fees, allowances and expenses 99.90 14.30 Auditor's fees and expenses 33.02 43.33 Legal and professional charges 29,20.22 34,06.03 Credit risk & other insurance 13,13.04 15,73.74 Incentive/commission 11,34.45 23,75.60 Service provider fees 54,81.04 67,98.12 Cenvat credit reversals 12,27.38 21,15.44 Others 20,62.20 26,85.38 Total 153,92.83 205,17.13

For the period ended September 30, 2019For the period ended September 30, 2020


Note 30Segment reporting

Note 31Contingent liabilities and commitments :-

1 Contingent liabilities to the extent not provided for:

(₹ in lakhs)

ParticularsAs at

September 30, 2020As at

March 31, 2020In respect of consumer disputes 35,13.50 36,00.34 In respect of bonus under the Payment of Bonus (Amendment) Act, 2015 26.15 26.15 Total 35,39.65 36,26.49

(₹ in lakhs)

ParticularsAs at


March 31, 2020In respect of guarantees given by banks for Income tax matters 99.00 99.00

2 Commitments:

Capital commitments

Other commitments


The Company is primarily engaged in the business of financing and there are no separate reportable operating segments identified as per the Ind AS 108 -Segment Reporting.

Estimated amount of contracts remaining to be executed on capital account and not provided for ₹. 2,05.68 lakhs (as at March 31, 2020: ₹.4,28.38 lakhs)

a) Loan commitment towards vehicle financing ₹. 34.24 lakhs (as at March 31, 2020: ₹. 2,10.25 lakhs)b) Commitment for Investment ₹. 1,81.28 lakhs (as at March 31, 2020: ₹.1,85.86 lakhs)

a) Claims against the company not acknowledged as debts:

b) Bank guarantee for which the Company is contingently liable:

c) The Hon’ble Supreme Court of India (“SC”) by their order dated February 28, 2019, set out the principles based on which allowances paid to the employeesshould be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against thisdecision has been filed and is pending before the SC for disposal.Pending the outcome of the review petition and directions from the EPFO, the impact for past periods, if any, is not ascertainable and consequently no financialeffect has been provided for in the financial statements. As a matter of caution, the Company has complied with the aforesaid order on a prospective basis fromthe date of the SC order. The Company will reassess the position on receiving any further update or clarity on the subject.



Note 32Related party disclosures

(I) Related parties and their relationship (as defined under IndAS-24 Related Party Disclosures)(A) Parties where the control exists:

- Ultimate Holding Company: Tata Motors Limited- Holding Company: TMF Holdings Limited

(B) Other Related Parties with whom transactions have taken place during the period(i) Fellow subsidiaries, associates and Joint arrangements within the Group

Tata Motors Finance Solutions LimitedTML Business Services Limited (formerly known as Concorde Motors (India) Limited)

Tata Motors Insurance Broking & Advisory Services Limited

(ii) Tata Sons and its subsidiaries and Joint arrangementsTata Sons Private LimitedInfiniti Retail Limited Tata Capital Financial Services LimitedTata Capital Housing Finance LimitedTata Consultancy Services LimitedTata AIG General Insurance Company Limited Tata Teleservices Limited Tata Teleservices (Maharashtra) Limited Tata Chemicals LimitedTata Consumer Products LimitedTata Steel LimitedTata Power Company Limited

(iii) Relatives of Key Management personnel

(iv) Post Employment Benefit PlansTata Motors Finance Limited Employees Gratuity Trust

Mr. Samrat Gupta - Managing Director & Chief Executive Officer w.e.f June 17, 2020 (Chief Executive Officer upto June 16, 2020)

Ms.Ridhi Gangar-Chief Financial Officer (w.e.f August 01, 2020)Mr. Naseer Munjee - Chairman & Independent Director (Non-Executive Director upto March 02, 2020)Ms. Vedika Bhandarkar - Independent DirectorMr. Hoshang Sinor - Independent Director (upto December 05, 2019)Mr. P. D. Karkaria - Independent Director (upto March 31, 2020)Mr. P. S. Jayakumar - Independent Director (w.e.f July 10, 2020)Mr. P. B. Balaji - Non-Executive Director

Mr. Girish Wagh - Non-Executive Director (upto June 22, 2020)

(II) Transactions/Balances with Related parties

The following table summarizes related-party transactions for the period ended September 30, 2020 and balances as at September 30, 2020

(₹ in lakhs)

ParticularsUltimate Holding

Company Holding Company Total

a) Transactions during the periodIncome related to financing activities 49,89.80 - 49,89.80 Interest income on loans and investments 3.13 5,81.94 8.55 5,93.62 Dividend income 61.98 61.98 Rent Income 0.62 75.04 75.66 Service charges income 44.25 41.61 35,87.43 36,73.29 Interest income on loans advanced to dealers of TML 8,73.56 - 8,73.56 Amount received towards reimbursement of expenses 13.43 13.43

- - Expenses for other services (incl. reimbursement of expenses) 13,13.33 13,13.33 Expenses for support services (incl. reimbursement of expenses) 46.92 50.92 97.84 Interest Expenses 31,63.90 27.50 31,91.40 Rent Expenses (refer note (i) ) 14.97 3,93.97 - 4,08.94 Dividend paid 18,50.00 - 18,50.00

Purchase of fixed assets 1,01.32 6.36 1,07.68 Sale of fixed assets 17.04 - 17.04 Contributions paid to employee benefit trust 94.30 94.30 Loans and advances given 630,00.00 20,00.00 650,00.00 Loans and advances recovered 820,00.00 20,00.00 840,00.00

- -

b) Balances as at Total

Receivable - loans and Advances - 50,00.00 - 50,00.00 Other Receivables 24,61.97 21,27.15 45,89.12 Payables - Borrowings & debt securities - 650,00.00 5,00.00 655,00.00 Advance given for purchase of capital assets 85.60 - 85.60 Other Payables - 22,78.33 33,48.54 56,26.87 Interest income accrued on loans advanced to dealers of TML 38.44 - 38.44

Ms. Sonu Mani - Non Executive Director Spouse

Tata Technologies LimitedTata Precision Industries (India) LimitedAutomobile Corporation of Goa LimitedTML Distribution Company Limited

(C) Key Management personnel :

Mr. Anand Bang - Chief Financial Officer (upto July 31, 2020)

Mr. Shyam Mani - Non Executive DirectorMr. Mayank Pareek - Non-Executive Director (upto June 24, 2020)

Other Related Parties



The following table summarizes related-party transactions for the period ended September 30, 2019 and balances as at March 31, 2020

(₹ in lakhs)

TransactionsUltimate Holding

Company Holding Company Total

a) Transactions during the periodIncome related to financing activities 190,36.46 - 190,36.46 Interest income on loans and investments 657.85 48.46 7,06.31 Dividend income 3,17.41 3,17.41 Rent Income 103.53 118.72 2,22.25 Service charges income 79.50 42.41 39,54.94 40,76.85 Amount received towards reimbursement of expenses 22.36 22.36 Expenses for support services (incl. reimbursement of expenses) 64.14 20,92.18 21,56.32 Interest Expenses 27,51.19 27.58 27,78.77 Rent Expenses 15.19 2,92.31 - 3,07.50 Dividend paid 65,02.04 1,10.23 66,12.27 Purchase of fixed assets 259.57 100.75 360.32 Loans and advances given 150,00.00 1290,00.00 150,00.00 1590,00.00 Loans and advances recovered 150,00.00 1140,00.00 150,00.00 1440,00.00 Recoveries from employee benefit trust 3,03.49 3,03.49 Issue of share capital (including share premium) 150,00.00 - 150,00.00 Debt proceeds 300,00.00 - 300,00.00

b) Balances as at TotalReceivable - loans and Advances 240,00.00 - 240,00.00 Other Receivables 160,38.13 1,23.98 161,62.11 Payables - Borrowings & debt securities 650,00.00 5,00.00 655,00.00 Other Payables 31,58.88 4,43.53 36,02.41

Transactions and balances with Key Management personnel and their relatives(₹ in lakhs)

a) Transactions during the yearFor period ended

September 30, 2020

For period ended September 30,

2019Interest paid on unsecured perpetual debentures 3.40 3.40

b) Balances as atAs at


March 31, 2020

Net payable - Unsecured perpetual debentures 40.00 40.00

(c) Key management personnel remuneration

ParticularsFor period ended

September 30, 2020

For period ended September 30,

2019Short term employee benefits (refer notes below) 3,11.23 4,99.14

Other Related Parties

Note (i) : Company has entered into various lease rent agreement with Ultimate Holding Company as a lessee which meets the Lease definition as per Ind AS 116. Accordingly, the Company has recognized the Right of use assets and corresponding lease liability on date of transition i.e April 01, 2019. Rent expenses includes Rs. 13.02 lakhs (Rs. 12.49 lakhs for period ended September 30, 2019) which has been adjusted against the outstanding lease liability in accordance with Ind AS 116.

(₹ in lakhs)

(i) Expenses towards provision for gratuity and leave encashment which are determined on actuarial basis at an overall Company level are not included in the aboveinformation.(ii) Includes sitting fees paid to independent directors Rs. 39.90 lakhs and Rs. 14.30 lakhs for the period ended September 30, 2020 and September 30, 2019respectively.


Note 33Fair value measurements

Financial Instruments by categories

The following table presents the carrying amounts of each category of financial assets and liabilities as at September 30, 2020:(₹ in lakhs)

Financial assets Amortised cost FVTOCI FVTPLDerivative

instruments in hedging relationship

Derivativeinstruments

not in hedgingrelationship

Total carrying value

(a) Investments-other than Subsidiaries 1,90.00 75,70.30 899,40.55 - - 977,00.85 (b) Loans 24744,25.13 3595,77.03 - - - 28340,02.16 (c) Trade & other receivables 75,69.88 - - - - 75,69.88 (d) Cash and cash equivalents 1749,88.70 - - - - 1749,88.70 (e) Other bank balances 1114,06.80 - - - - 1114,06.80 (f) Other financial assets 365,67.98 - - - - 365,67.98 (g) Derivative financial instruments - - - 23,30.24 15.57 23,45.81

Total 28051,48.49 3671,47.33 899,40.55 23,30.24 15.57 32645,82.18

Financial liabilities Amortised Cost FVTOCI FVTPLDerivative





(a) Borrowings 19784,52.95 - - - - 19784,52.95 (b) Debt securities 7249,81.36 - - - - 7249,81.36 (c) Trade & other payables 262,39.17 - - - - 262,39.17 (d) Subordinated liabilities 1804,23.99 - - - - 1804,23.99 (e) Derivative financial instruments - - - 38,97.17 - 38,97.17 (f) Other financial liabilities 487,00.07 - - - - 487,00.07

Total 29587,97.54 - - 38,97.17 - 29626,94.71

Fair value hierarchy

(₹ in lakhs)Particulars

Carrying value Fair value Level 1 Level 2 Level 3 TotalFinancial assets measured at fair value(a) Investments 975,10.85 975,10.85 838,15.26 - 136,95.59 975,10.85 (b) Derivative instruments 23,45.81 23,45.81 - 23,45.81 - 23,45.81 (c ) Loans 3595,77.04 3595,77.04 - - 3595,77.04 3595,77.04

Total 4594,33.70 4594,33.70 838,15.26 23,45.81 3732,72.63 4594,33.70

ParticularsCarrying value Fair value Level 1 Level 2 Level 3 Total

(a) Loans 24744,25.13 24712,15.94 - - 24712,15.94 24712,15.94 Total 24744,25.13 24712,15.94 - - 24712,15.94 24712,15.94


Financial liabilities measured at fair value(a) Derivative instruments 38,97.17 38,97.17 - 38,97.17 - 38,97.17

38,97.17 38,97.17 - 38,97.17 - 38,97.17


(a) Borrowings 3684,37.71 3796,99.59 3796,99.59 3796,99.59 (b) Debt securities 2200,29.89 2328,18.90 2328,18.90 2328,18.90 (c) Subordinated liabilities 1804,23.99 2009,29.58 2009,29.58 2009,29.58 (d) Lease liabilities (forming part of Other financial liabilities) 46,64.76 47,95.45 47,95.45 47,95.45

Total 7735,56.35 8182,43.52 - 8182,43.52 - 8182,43.52

The following table presents the carrying amounts of each category of financial assets and liabilities as at March 31, 2020:(₹ in lakhs)

Financial assets Amortised cost FVTOCI FVTPLDerivative





(a) Investments-other than Subsidiaries 1,90.00 60,70.44 77,12.91 - - 139,73.35 (b) Loans 23654,42.98 3702,89.72 - - - 27357,32.70 (c) Trade & other receivables 247,55.01 - - - - 247,55.01 (d) Cash and cash equivalents 1902,97.62 - - - - 1902,97.62 (e) Other bank balances 1287,38.68 - - - - 1287,38.68 (f) Other financial assets 54,74.85 - - - - 54,74.85 (g) Derivative financial instruments - - 79,13.61 27.16 79,40.77

Total 27148,99.14 3763,60.16 77,12.91 79,13.61 27.16 31069,12.98

Financial liabilities Amortised cost FVTOCI FVTPLDerivative





(a) Borrowings 18875,31.07 - - - - 18875,31.07 (b) Debt securities 6629,22.94 - - - - 6629,22.94 (c) Trade & other payables 255,03.94 - - - - 255,03.94 (d) Subordinated liabilities 2014,52.34 - - - - 2014,52.34 (e) Derivative financial instruments - - 10,25.29 - 10,25.29 (f) Other financial liabilities 461,45.38 - - - - 461,45.38

Total 28235,55.67 - - 10,25.29 - 28245,80.96



Set out below, is a comparison by class of carrying amounts and fair value of the Company's financial assets/liabilities, other than those with the carrying amounts that are reasonable approximations of fair values:



Financial assets measured at amortised cost for which fair value is disclosed


Financial liabilities measured at amortised cost for which fair value is disclosed



Fair value hierarchy


Financial assets measured at fair value(a) Investments 137,83.35 137,83.35 30,20.98 - 107,62.37 137,83.35 (b) Derivative instruments 79,40.77 79,40.77 - 79,40.77 - 79,40.77 (c ) Loans 3702,89.72 3702,89.72 - - 3702,89.72 3702,89.72

Total 3920,13.84 3920,13.84 30,20.98 79,40.77 3810,52.09 3920,13.84


(a) Loans 23654,42.98 23514,23.48 - - 23514,23.48 23514,23.48 Total 23654,42.98 23514,23.48 - - 23514,23.48 23514,23.48


Financial liabilities measured at fair value(a) Derivative instruments 10,25.29 10,25.29 - 10,25.29 - 10,25.29

10,25.29 10,25.29 - 10,25.29 - 10,25.29


(a) Borrowings 4377,67.95 4459,92.21 - 4459,92.21 - 4459,92.21 (b) Debt securities 1886,93.17 1916,62.63 - 1916,62.63 - 1916,62.63 (c) Subordinated liabilities 2014,52.34 2220,04.04 - 2220,04.04 - 2220,04.04 (d) Lease liabilities (forming part of Other financial liabilities) 52,06.78 52,49.78 52,49.78 - 52,49.78

Total 8331,20.24 8649,08.66 - 8649,08.66 - 8649,08.66

Valuation technique used to determine fair value of financial instruments(a)(b)

(c )

(d)(e)

(f)

Fair value of financial assets/liabilities measured at amortised cost

Reconciliation of level 3 fair value measurement is as below :(₹ in lakhs)

Particulars For the period ended September

30, 2020


Balance at the beginning of the period/year 3810,52.09 119,86.70 Additions during the period/year 479,37.73 3845,89.96 MTM gain/(loss) recognized in OCI (2,37.71) 117,56.48 MTM gain/(loss) recognized in P&L 19,88.69 (10,46.26)Realised during the period/year (574,68.18) (262,34.79)Balance at the end of the period/year 3732,72.62 3810,52.09

Note 34

Note 35

Derivatives are fair valued using market observable rates and published prices together with forecast cash flow information where applicable are classified in level 2.The fair value of loans arising from financing activities has been estimated by discounting expected cash flows using rates at which loans of similar credit quality and maturity would be made andinternal assumptions such as expected credit losses and estimated collateral value as at September 30, 2020 and March 31, 2020. Since significant unobservable inputs are applied in measuringthe fair value of loans arising from finance activities are classified in Level 3.The fair value of borrowings is estimated by discounting expected future cash flows, using a discount rate equivalent to the risk-free rate of return, adjusted for the credit spread considered bythe lenders for instruments of similar maturity and credit quality are classified in level 2.The fair value of the long term borrowings carrying floating-rate of interest is not impacted due to interest rate changes and will not be significantly different from their carrying amounts.Costs of certain unquoted equity instruments has been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represents thebest estimate of fair value within that range. These investments in equity instruments are not held for trading. Instead, they are held for medium or long term strategic purpose. Upon theapplication of Ind AS 109, the Company has chosen to designate these investments in equity instruments at FVTOCI as the directors believes this provides a more meaningful presentation formedium or long term strategic investments, than reflecting changes in fair value immediately in profit or loss.


The carrying amounts of financial assets and financial liabilities other than those disclosed in table above are considered to be the same as their fair values due to the short term maturities ofinstruments or no material differences in the values.


Financial assets measured at amortised cost for which fair value is disclosed



Financial liabilities measured at amortised cost for which fair value is disclosed

Management uses its best judgment in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially allfinancial instruments, the fair value estimates presented above are not necessarily indicative of all the amounts that the Company could have realised or paid in sale transactions as of respectivedates. As such, the fair value of the financial instruments subsequent to the respective reporting dates may be different from the amounts reported at each year end.

1. Quoted prices in an active market (Level 1): This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets orliabilities. This category consists of quoted equity shares and mutual fund investments.2. Valuation techniques with observable inputs (Level 2): This level of hierarchy includes financial assets and liabilities, measured using inputs other than quoted prices included within Level 1 that areobservable for the asset or liability, either directly (i.e; as prices) or indirectly (i.e; derived from prices). This level of hierarchy include Company’s over-the-counter (OTC) derivative contracts.

Set out below, is a comparison by class of carrying amounts and fair value of the Company's financial assets/liabilities, other than those with the carrying amounts that are reasonable approximations of fair values:

3. Valuation techniques with significant unobservable inputs (Level 3): This level of hierarchy includes financial assets and liabilities measured using inputs that are not based on observable market data(unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactionsin the same instrument nor are they based on available market data. This level of hierarchy include investments in certain unquoted equity shares.There has been no transfers between level 1, level 2 and level 3 during the current year

The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received the Indian Parliament and Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

In respect of accounts where moratorium benefit was granted, the staging of those accounts at September 30, 2020 is based on the days past due status considering the benefit of moratorium periodin accordance with the Covid-19 Regulatory Package announced by Reserve Bank of India vide notifications dated 27 March 2020, 17 April 2020 and 23 May 2020.The Company holds provisions as at September 30, 2020 against the potential impact of COVID-19 based on the information available at this point in time. The extent to which the COVID-19 pandemicwill impact the Company’s financial performance is dependent on future developments, which are highly uncertain. The Company has been duly servicing its debt obligations, maintains a healthycapital adequacy ratio and has adequate capital and financial resources to run its business. The impact of the COVID-19 pandemic on the Company’s financial performance remains highly uncertain anddependent on the spread of COVID-19, further steps taken by the Government of India and the RBI to mitigate the economic impact, steps taken by the Company and its ultimate Holding Company andthe time it takes for economic activities to resume at normal levels. The impact of this pandemic may be different from that estimated at the date of approval of these financial results and theCompany will continue to closely monitor changes to future economic conditions.


Note 36Fraud



Place : MumbaiDate: October 20, 2020 Shyam Mani Samrat Gupta


(DIN - 07071479)




As required by Reserve Bank of India circular No RBI/2011-12/424 DNBS.PD.CC. No. 256 /03.10.042 / 2011-12 dated March 02, 2012 on monitoring offrauds, the Company has reported fraud amounting to 65.29 lakhs during the period ended September 30, 2020 (during the year ended March 31,2020:


TATA MOTORS FINANCE LIMITEDTATA MOTORS FINANCE LIMITED (A Public Limited Company Incorporated under...

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